Financial Statement; Liabilities. (a) The balance sheet of Precision as of, and the income statement of Precision for the twelve-month period ended on, December 31, 2006, and its balance sheet (the “Most Recent Interim Balance Sheet”) as of, and its income statement for the interim ten-month period ending on, October 31, 2007, (i) are in accordance with the books and records of Precision, (ii) have been prepared in accordance with generally accepted accounting principles and (iii) fairly present, in accordance with generally accepted accounting principles, the assets and liabilities of Precision as of the dates stated and the results of operations of Precision for the periods covered by the statements, subject, in the case of the interim financial statements, to normal recurring year-end adjustments and the absence of notes. Xxxxxxx has been provided accurate and complete copies of such balance sheets and income statements.
(b) Precision has no debt, liability or obligation, secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due, and regardless of whether required by generally accepted accounting principles to be reflected in a balance sheet), except such debts, liabilities and obligations that (i) have been incurred in the ordinary course of Precision’s business and are fully accrued or fully reserved against in the Most Recent Interim Balance Sheet or (ii) are current liabilities (as defined by generally accepted accounting principles) that (A) are incurred after the date of the Most Recent Interim Balance Sheet in the ordinary course of Precision’s business, (B) are not in the aggregate material to the financial condition of Precision and (C) are not delinquent.
Financial Statement; Liabilities. Each legally enforceable debt, liability, and obligation of Seller as to which Seller is not in default on the Closing Date set forth or disclosed in the Sobieski Financial Statements (as defined in Section 5.03 hereof) to the extent such obligations remain unpaid on the Closing Date, including without limitation, the Seller's obligations to the FHLB, and obligations under related pledge and security agreements, other than any obligations with respect to the Excluded Contracts and other than Excluded Liabilities.
Financial Statement; Liabilities. (a) Attached to Schedule 4.5 of the Company Disclosure Schedules are the following financial statements (collectively, including the notes contained therein, the “Company Financial Statements”): (a) the audited balance sheet of the Company and the Company Subsidiary as of December 31, 2014 and as of December 31, 2015 (the “Balance Sheet Date”), and the related audited statements of operations, stockholders’ deficit and cash flows for the Company and the Company Subsidiary for the fiscal years then ended (the “Audited Financial Statements”), (b) the unaudited balance sheet of the Company and the Company Subsidiary as of December 31, 2016, and the related unaudited statements of operations, stockholders’ deficit and cash flows for the Company and the Company Subsidiary for the fiscal year then ended, and (c) the unaudited balance sheet of the Company and the Company Subsidiary as of February 28, 2017 (the “Latest Balance Sheet”; such date, the “Latest Balance Sheet Date”) and the related unaudited statements of operations, stockholders’ deficit and cash flows for the Company and the Company Subsidiary for the twelve-month period then ended (the “Unaudited Financial Statements”) (the Audited Financial Statements and the Unaudited Financial Statements together, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, as in effect on the respective dates of such Financial Statements, during the periods referred to in the Financial Statements, and fairly present in all material respects the financial condition of the Company and the Company Subsidiary as of their respective dates, and the results of operations and cash flows of the Company and the Company Subsidiary for the respective periods indicated therein (subject, in the case of the Unaudited Financial Statements, to normal and recurring year-end adjustments that are not material in amount or nature and the absence of notes).
Financial Statement; Liabilities. Except as otherwise provided in this Agreement, all Liabilities reflected in the Closing Date Net Working Capital; and
Financial Statement; Liabilities. (a) Seller has delivered to Purchaser copies of the unaudited balance sheet and statement of income of the Company at and for (i) the nine months ended September 30, 2002, (b) the quarter ended December 30, 2002, and (iii) the seven months ended July 31, 2003 (the "FINANCIAL STATEMENTS"). The Financial Statements fairly present in conformity with GAAP, applied on a consistent basis, the financial condition of the Company as of their respective dates and the results of its operations and changes in financial condition for the respective periods covered thereby.
(b) As of July 31, 2003, the Company did not have any material liabilities, debts or obligations of any nature (whether absolute, accrued, contingent or otherwise) required by GAAP to be reflected in its financial statements (collectively, "LIABILITIES" and individually, a "LIABILITY"), that were not reflected or reserved against in the balance sheet of the Company as of July 31, 2003. Since July 31, 2003, the Company has not incurred any Liability except (i) Liabilities which would be reflected as current Liabilities on the Closing Balance Sheet, (ii) Liabilities permitted to be incurred pursuant to Section 4.1, and (iii) Liabilities incurred in the ordinary course of business consistent with past practices and which are not material to the financial condition of the Company.
(c) Since July 31, 2003, the Company has conducted its business only in the ordinary and usual course in substantially the same manner as previously conducted, has not taken any of the actions described in subparagraphs (e) through (r) of Section 4.1 of this Agreement and has not undergone or suffered any change in its financial condition or results of operations that has had a Material Adverse Effect.
Financial Statement; Liabilities. 20 (vii) Target . . . . . . . . . . . . . . . . . . . . . . . . . . 21 (viii) Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 21 (ix) Intercompany Transactions. . . . . . . . . . . . . . . . . 21 (b) Representations and Warranties of the Buyer. . . . . . . . . . . . 22 (i) Organization of the Buyer. . . . . . . . . . . . . . . . . 22 (ii) Authorization of Transaction . . . . . . . . . . . . . . . 22 (iii) Noncontravention . . . . . . . . . . . . . . . . . . . . . 22 (iv) Brokers' Fees. . . . . . . . . . . . . . . . . . . . . . . 23 (v) Investment . . . . . . . . . . . . . . . . . . . . . . . . 23 (vi) Due Diligence. . . . . . . . . . . . . . . . . . . . . . . 23
Financial Statement; Liabilities. As of September 30, 1996, to the best actual knowledge of the Seller Shareholders (after a reasonable investigation), neither the Seller, the Seller Shareholders nor any director, officer or employee of the Seller (the "Seller Group") has taken any action to cause a Liability or other obligation, which would have otherwise been a Liability or obligation of the Seller, Seller Shareholder or any affiliate of Seller or the Seller Shareholders and which Liability or obligation would be required to be disclosed in financial statements prepared in accordance with GAAP ("Financial Statement Liabilities") without regard to any materiality standard (other than any Financial Statement Liability disclosed in the September 30, 1996 Financial Statements or in this Agreement or on the Disclosure Schedule), to become a Liability or obligation of the Buyer or the Target. To best actual knowledge of the Seller Shareholders (after a reasonable investigation), since September 30, 1996, the Seller Group has not caused the Target to incur additional Financial Statement Liabilities other than in the Ordinary Course of Business.
Financial Statement; Liabilities. All Liabilities of any Asset --------------------------------- Sale Subsidiary reflected in the Financial Statements and all similar Liabilities of any Asset Sale Subsidiary incurred, in the ordinary course of business and not in violation of this Agreement, after June 30, 2000 in respect of the Business that would have been reflected in the Financial Statements if in existence on June 30, 2000;
Financial Statement; Liabilities. Section 4.9
Financial Statement; Liabilities. 11 4.5 Title to Monroe Assets......................................... 12 4.6
