Financial Statements; Absence of Certain Changes Sample Clauses

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.
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Financial Statements; Absence of Certain Changes. Each of (a) the audited balance sheet of the Company as of December 31, 2006, (b) the audited statements of income, and that the unaudited statements may not contain all footnotes required by generally accepted accounting principles, retained earnings and cash flows of the Company for the period ended on December 31, 2006, and (c) the audited statements of income, retained earnings and cash flows of the Company for the period ended on December 31, 2006, included in the Company Disclosure (including any related notes and schedules, if any), (the “Financial Statements”) fairly presents, in all material respects, the financial position of the Company, or the results of operations, retained earnings or cash flows, as the case may be, of the Company as of the referenced date or for the periods set forth therein (subject to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Neither the Company nor any Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), including for taxes, that would be required to be reflected on, or reserved against in, Financial Statements, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the Financial Statements; and (ii) liabilities or obligations which would not, individually or in the aggregate, have a Material Adverse Effect. Other than the indebtedness as set forth in the Financial Statements or the Company Disclosure, neither the Company nor any Subsidiary has any indebtedness other than reasonable accounts payable. Except as specifically contemplated by this Agreement or as set forth in the Company Disclosure and the Financial Statements, there has not been any Material Adverse Change since December 31, 2006.
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.")
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.
Financial Statements; Absence of Certain Changes. (a) Attached as Schedule 3.6(a) are the following financial statements of the WISCO 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 "WISCO Annual Financial Statements"); and (ii) the period ended April 30, 1999 (the "WISCO April Financial Statements"). (Collectively the financial statements described in this Section 3.6(a) shall be referred to as the "WISCO Financial Statements.")
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").
Financial Statements; Absence of Certain Changes. (a) Attached as Schedule 4.8(a) hereto are true, correct and complete copies of the following financial statements all prepared in accordance with GAAP (collectively, the “Financial Statements”): (i) the audited balance sheet of Seller as at December 31, 2010 and 2009 and the related audited statements of income and statements of cash flow for each of the years then ended, (ii) Seller’s unaudited balance sheet (the “Latest Balance Sheet”) as of September 30, 2011 (the “Latest Balance Sheet Date”), and (iii) the related unaudited income statements for the nine months then ended. The Financial Statements were derived from the books and records of Seller and fairly present, in all material respects, the financial position and results of operations of Seller as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Latest Balance Sheet and the income statement for the nine-month period ended on the Latest Balance Sheet Date, to normal and recurring year-end adjustments in accordance with GAAP applied in a manner consistent with the preparation of the annual audited Financial Statements.
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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:
Financial Statements; Absence of Certain Changes. Seller has delivered to Buyer, or will deliver to the Buyer on or before the Closing Date, the following financial statements, copies of which are attached hereto as Schedule 3.8 (the “Financial Statements”):
Financial Statements; Absence of Certain Changes. (a) Buyer has provided Seller with true, correct and complete copies of the following financial statements: (i) the audited balance sheet of Buyer as at December 31, 2010 and 2009 and the related audited statements of income and statements of cash flow for each of the years then ended, (ii) Buyer’s unaudited balance sheet as of September 30, 2011, and (iii) the related unaudited income statements for the nine months then ended. Such financial statements were derived from the books and records of Buyer and fairly present, in all material respects, the financial position and results of operations of Buyer as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of Buyer’s September 30, 2011 balance sheet and the income statement for the nine-month period then ended, to normal and recurring year-end adjustments in accordance with GAAP applied in a manner consistent with the preparation of Buyer’s annual audited financial statements.
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