Financial Statements; Absence of Certain Changes. (a) Section 3.7(a) of the Disclosure Schedule contains (i) the Statement of Assets and Liabilities of the Snapple Business as of December 31, 1996 (the "Statement of Assets and Liabilities") and (ii) the Financial Summary-Direct Contribution of the Snapple Business for the year ended December 31, 1995 and the year ended December 31, 1996 (collectively, the "Financial Statements").
(b) Except as noted in the Financial Statements or in the Notes thereto, or otherwise set forth in this Section 3.7(b) or in Section 3.7(b) of the Disclosure Schedule, the Financial Statements:
(i) have been derived from the consolidated financial statements of Seller;
(ii) have been prepared in accordance with GAAP and Seller's internal accounting procedures, applied on a consistent basis for all periods presented and on a basis consistent with Seller's audited consolidated financial statements and unaudited interim financial statements; and
(iii) fairly present, in all material respects, the assets and liabilities of the Snapple Business to be transferred and assumed hereunder through the purchase of the Shares as of the date set forth therein and the direct contribution of the Snapple Business for the periods indicated. NYFS09...:\69\68669\0030\165\AGRN266W.00J
(c) Except (i) as set forth in the Financial Statements or in the Notes thereto, (ii) as set forth in Section 3.7(c) of the Disclosure Schedule or in any other Section of the Disclosure Schedule, (iii) for liabilities and obligations incurred in the ordinary course of business and (iv) for indebtedness, obligations or liabilities addressed in any other representation or warranty set forth in this Article III (including items which need not be disclosed pursuant to the terms of such representations and warranties), as of the date hereof, to the Knowledge of Seller, the Snapple Companies do not have any indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise) that, individually or in the aggregate, would have a Material Adverse Effect with respect to Snapple.
(d) Except as set forth in Section 3.7(d) of the Disclosure Schedule, since December 31, 1996, the Snapple Business has been conducted only in the ordinary course, and, as of the date hereof, there have not been any changes or developments that, individually or in the aggregate, would have a Material Adverse Effect with respect to Snapple.
Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i) of the Company’s Disclosure Schedule are correct and complete copies of the following financial statements of the Company Parties: (i) reviewed balance sheets, statements of operations, stockholders’ deficits and cash flows as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Financial Statements”); and (ii) unaudited balance sheet, statements of income, stockholders’ equity and cash flows as of and for the six-month period ended June 30, 2018 (collectively, the “Interim Financial Statements”, and together with the Reviewed Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with past practices of the Company Parties, subject, in the case of the Interim Financial Statements, to (y) normal and recurring year-end adjustments, the effect of which will not be materially adverse, and (z) the absence of notes that, if presented, would not differ materially from those presented in the Reviewed Financial Statements. The Financial Statements were prepared in accordance with the books of account and other financial records of the Company Parties and the Business, except as may be indicated in the notes or schedules thereto, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties and the Business as of their respective dates and for the periods then ending.
(b) The financial records, systems, controls, data and information of the Company Parties and the Business are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parties or their accountants. No Company Party or independent auditor of any Company Party has identified or been made aware of (i) any significant deficiency or material weakness in the system of preparation of the financial statements utilized by the Company Parties, (ii) any fraud, whether or not material, that involves the Company Parties’ management or other employees who have a role in the preparation of financial statements, or (iii) any claim or allegation regarding any of the foregoing.
(c) Since the Most Recent Fiscal Year End, the Company Parties and the Business have been conducted in the Ordinary Course of Business, and there has not been any Material Adverse Effect and no event has occurred, and to Comp...
Financial Statements; Absence of Certain Changes. (a) Attached as Schedule 4.6(a) are the following financial statements of the G-P Business: Unaudited Balance Sheet, Statement of Income and Statement of Cash Flows, as of and for (i) the years ended December 31, 1997 and 1998 (the "G-P Annual Financial Statements"); and (ii) the period ended April 30, 1999 (the "G-P April Financial Statements"). (Collectively the financial statements described in this Section 4.6(a) shall be referred to as the "G-P Financial Statements.")
(b) Exhibit 3.6(b) sets forth the line items and a definition for each such line item contained in each of the G-P Financial Statements.
(c) The G-P Financial Statements are true and correct in all material respects, present fairly the combined financial position and results of operation, divisional equity and cash flows of the G-P Business as of the dates and for the periods presented, and were prepared in accordance with GAAP applied on a basis consistent with past practice of the G-P Business. The G-P Financial Statements reflect the underlying Books and Records of the G-P Business, which are complete and accurate in all material respects. Except as described in the footnotes to the G-P Financial Statements, consistent accounting policies and accrual methods were used in all periods presented. All non-recurring or unusual income or expense items over $500,000, as reflected in the 1998 Statement of Income of G-P, have been disclosed in footnotes to the G-P Financial Statements.
(d) Except as described in the notes to the G-P Financial Statements, all accounts receivable reflected on the G-P Financial Statements are bona fide receivables, accounted for in accordance with GAAP (including, without limitation, appropriate reserves), representing amounts due with respect to actual transactions in the operation of the G-P Business; it being understood that this representation shall not be deemed to constitute a warranty or guaranty that all such accounts receivable shall be collected.
Financial Statements; Absence of Certain Changes. 7.6.1 Schedule 7.6.1 contains (or, with respect to those financial statements identified on Schedule 7.6.1 as forthcoming (which upon delivery will be reasonably acceptable to Holdings), will within five working days from the date hereof contain) true and correct copies of the Historical Financial Statements and will upon their completion in accordance with Section 10.13 contain true and correct copies of the Subsequent Financial Statements, the Audited Financial Statements, the Stub Period Financial Statements and the Additional Financial Statements. The "Historical Financial Statements" are (x) Parent's internal operating balance sheet, profit and loss statement, and cash flow statement for each of the Operating Units and for Parent's aviation division, transportation operations (including the operations of Parent's Subsidiaries, Minnesota, Dakota and Western Railroad Company and BCT, Inc.) and its cottonwood farm operations, at and for the periods ending on December 31, 2001, December 31, 2002, and December 31, 2003, together with the same statements for the 2004 year to date periods ending May 31, 2004 and June 30, 2004 and comparable statements for the year to date periods ending on May 31, 2003 and June 30, 2004, and (y) a balance sheet and a profit and loss statement for Parent's corporate staff departments at and for each of the periods provided for above.
7.6.2 Except as Disclosed on Schedule 7.6.2 of Parent's Disclosure Memorandum, the Historical Financial Statements and the Subsequent Financial Statements fairly present (or, in the case of the Subsequent Financial Statements, will on their delivery to Holdings fairly present ), in all material respects, the results of operations for the portions of the Business they report on and the financial condition of the portions of the Business they report on as of the dates, and for the periods, thereof. The Historical Financial Statements and the Subsequent Financial Statements were (or, in the case of the Subsequent Financial Statements, will be) prepared from and are, or in the case of the Subsequent Financial Statements will be, consistent with the financial records of the Business which are maintained by Parent in accordance with the Historical Accounting Procedures. Such financial records are true, accurate and complete in all material respects and are a portion of the books and records from which Parent's audited financial statements are prepared. The Historical Accounting Procedures are consisten...
Financial Statements; Absence of Certain Changes. (a) The audited combined balance sheets of the Grove Companies at September 30, 1997 (the "Balance Sheet") and at September 30, 1996 and the audited combined statements of operations of the Grove Companies for the three fiscal years ended September 30, 1997, September 30, 1996 and September 30, 1995, attached as Section 3.9(a)(1) of the Disclosure Schedule (collectively, the "Audited Financial Statements") fairly present, in all material respects, the combined financial condition of the Grove Companies as of the dates thereof, or their combined results of operations for the periods then ended, as the case may be, in accordance with GAAP. September 30, 1997 is referred to herein as the "Balance Sheet Date." The unaudited combined balance sheets of the Grove Companies at December 31, 1997 and December 31, 1996 and the combined statements of operations of the Grove Companies for the fiscal quarters ended December 31, 1997 and December 31, 1996 attached as Section 3.9(a)(2) of the Disclosure Schedule (the "Unaudited First Quarter Financial Statements") fairly present, in all material respects, the combined financial condition of the Grove Companies as of the dates thereof, or their combined results of operations for the periods then ended, as the case may be, in accordance with GAAP, except for normal year-end audit adjustments which will not, individually or in the aggregate, be material.
(b) The Grove Companies have no indebtedness, obligation, claims or liability of a nature required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) liabilities reflected or reserved for in the Balance Sheet; (ii) liabilities incurred after the Balance Sheet Date and disclosed (or below the threshold requiring disclosure) in the Disclosure Schedule to this Agreement; and (iii) liabilities that would not individually or in the aggregate have a Material Adverse Effect and will either be satisfied prior to the Closing or reflected in the Closing Balance Sheet. All accounts receivable to be reflected on the Closing Balance Sheet shall have arisen in the ordinary course.
(c) Except as set forth in Section 3.9(c) of the Disclosure Schedule or otherwise disclosed in this Agreement, since the date of the Balance Sheet, each of the Grove Companies has conducted its business in the ordinary course and, other than in the ordinary course, has not: (i) sold, assigned, pledged, hypothecated or otherwise transferred any assets or properties; (ii) terminate...
Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i) of the Company’s Disclosure Schedule are correct and complete copies of the following financial statements of the Company Parties: (i) audited balance sheets, statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2017 and the unaudited balance sheets, statements of income, stockholders’ equity and cash flows as of and for the fiscal years ended December 31, 2015 and 2016 (collectively, the “Annual Financial Statements”); and (ii) unaudited balance sheet (the “Most Recent Balance Sheet”), statements of income, stockholders’ equity and cash flows as of and for the six (6)-month period ended June 30, 2018 (collectively, the “Interim Financial Statements”, and together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with past practices of the Company Parties, subject, in the case of the Interim Financial Statements, to (y) normal and recurring year-end adjustments, the effect of which will not be materially adverse, and (z) the absence of notes that, if presented, would not differ materially from those presented in the Annual Financial Statements. The Financial Statements were prepared in accordance with the books of account and other financial records of the Company Parties and the Business, except as may be indicated in the notes or schedules thereto, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties and the Business as of their respective dates and for the periods then ending.
(b) The financial records, systems, controls, data and information of the Company Parties and the Business are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company Parties or their accountants. The Company Parties have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP (“Internal Controls”). No Company Party has identified or been made aware of (i) any significant deficiency or material weakness in the preparation of the Financial Statements, (ii) any fraud, whether or not material, that involves the Company Parties’ manageme...
Financial Statements; Absence of Certain Changes. (a) Section 2.4(a) of the Sellers Disclosure Schedule attaches true and complete copies of (i) the audited consolidated balance sheet of CASMED as of December 31, 2009, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the fiscal year then ended , and (ii) the unaudited list of assets and liabilities of the Business as of September 30, 2010 (the “Sellers Balance Sheet”), and the related statements of operations for the nine-month period then ended (the date of the Sellers Balance Sheet is the “Sellers Balance Sheet Date”), and
(iii) a reasonably detailed statement of all debts and Liabilities of the Business, including any accruals or accounts payable of the Business known to Sellers through the Sellers Balance Sheet Date. The financial statements of Sellers in clauses (i) and (ii) are sometimes herein called the “Sellers Financial Statements.” The Sellers Financial Statements have been prepared from, and are in accordance with, the books and records of Sellers and present fairly in all material respects the financial condition and results of operations of Sellers as of the dates thereof and for the period then ended in accordance with GAAP; provided, however, that the Sellers Financial Statements described in clause (ii) are subject to normal year-end adjustments and lack footnotes and other presentational items. The books and records of Sellers related to the Business are complete and correct in all material respects and have been maintained in accordance with reasonable business and bookkeeping practices.
Financial Statements; Absence of Certain Changes. (a) Prior to the execution of this Agreement, the Borrower has delivered to the Administrative Agent and each Lender the following financial statements, each of which has been certified by the Chief Financial Officer, Chief Accounting Officer or Treasurer of the relevant Person specified below:
(i) (x) the audited consolidated financial statements of the Borrower as at December 31, 2001 and (y) the unaudited consolidated financial statements of the Borrower as at March 31, 2002;
(ii) (x) the audited financial statements of each of the FI Subsidiaries as at December 31, 2001 and (y) the unaudited financial statements of each of the FI Subsidiaries as at March 31, 2002; and
(iii) (x) the unaudited consolidated balance sheet and income statements of NEG, Inc. as at December 31, 2001 and (y) the unaudited consolidated financial statements of NEG, Inc. as at March 31, 2002. Any audited financial statements (the "Audited Financial Statements") described in this Section 5.11(a) (complete with any appropriate footnote disclosures) present fairly the financial position of the relevant Person as at December 31, 2001, and were prepared in accordance with U.S. GAAP, consistently applied. Any unaudited financial statements (the "Unaudited Financial Statements") described in this Section 5.11(a) present fairly the financial position of the relevant Person as at such dates and were prepared on a management basis without accompanying notes. Such Audited Financial Statements and Unaudited Financial Statements have been prepared from the books of account and financial records of the relevant Person.
Financial Statements; Absence of Certain Changes. The Company has delivered to the Investor copies of its audited financial statements for the year ended December 31, 2020. All of such financial statements (including in each case the related schedules and notes) fairly present in all Material respects the financial position of the Company as of their respective dates and the results of its operations and cash flows for the respective periods covered thereby and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). Except as disclosed or reflected in such financial statements, there are no obligations or liabilities, whether or not accrued, contingent or otherwise, or any facts or circumstances of which the management of the Company is aware, that could result in any obligations or liabilities of the Company that individually or in the aggregate could reasonably be expected to have a Material adverse effect on the financial condition of the Company.
Financial Statements; Absence of Certain Changes. (a) The financial statements attached to Section III.3 of the Disclosure Schedules consisting of the audited consolidated balance sheet of the Buyer Parties as of March 31, 2014 and the unaudited consolidated balance sheet of the Buyer Parties as of July 31, 2014 and the related statements of operations, stockholders’ equity and cash flows for the fiscal periods then ended (collectively, the “Buyer Financial Statements”) have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis throughout all periods presented, subject (in the case of the unaudited Financial Statements) to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes. The Buyer Financial Statements present fairly the financial position of the Buyer as of the dates and for the periods indicated in all material respects. The books of account and other financial records of the Buyer have been maintained in accordance with applicable legal and accounting requirements (including U.S. generally accepted accounting principles, subject to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes) in all material respects and the Buyer Financial Statements are consistent with such books and records in all material respects.
(b) Since the Most Recent Date, there has been no material adverse change in the condition, financial or otherwise, net worth, prospects or results of operations of the Buyer Parties.
