Financial Statements; Absence of Certain Changes or Events. (i) The Company has delivered to Parent true, complete and accurate copies of the unaudited consolidated balance sheet of Atrium Companies, Inc., and its consolidated Subsidiaries as of June 30, 1998, a copy of which is attached as SCHEDULE 3.1(f)(i) (the "Balance Sheet"), together with the related unaudited consolidated statements of income for the six-month period then ended (such unaudited financial statements are collectively referred to as the "Financial Statements"). The Financial Statements were prepared in accordance with GAAP (except that they do not contain footnotes and do not reflect year end adjustments) applied on a consistent basis throughout the periods covered thereby (except to the extent disclosed therein) and fairly present in all material respects the consolidated financial position of Atrium Companies, Inc., and its consolidated Subsidiaries at the dates thereof and the consolidated results of the operations of Atrium Companies, Inc., and its consolidated Subsidiaries for the respective periods indicated.
(ii) Except as disclosed in SCHEDULE 3.1(f)(ii), there is no material liability of any kind, whether accrued, absolute, fixed, contingent, or otherwise, of the Company or any of its Subsidiaries that is not reflected, accrued or reserved against in the Balance Sheet, other than (A) liabilities incurred in the ordinary course of business since June 30, 1998 (the "Balance Sheet Date"), (B) any such liability which would not be required to be presented in audited financial statements of the Company and the notes thereto prepared in conformity with GAAP applied, in a manner consistent with the past practices of Atrium Companies, Inc. relating to preparation of audited financial statements, in the preparation of the Balance Sheet (without regard to the fact that the Balance Sheet is not audited), (C) liabilities under this Agreement, and (D) liabilities for fees and expenses incurred in connection with the transactions contemplated in the Transaction Documents.
(iii) Except as disclosed in SCHEDULE 3.1(f)(iii), since the Balance Sheet Date, the Company and each of its Subsidiaries has conducted its respective business only in the ordinary course consistent with past practice, and nothing has occurred that would have been prohibited by Section 4.1 if the terms of such section had been in effect as of and after the Balance Sheet Date. Since the Balance Sheet Date, there has not occurred, and neither the Company nor any of its Subsidiaries h...
Financial Statements; Absence of Certain Changes or Events. Buyer has received copies of the BCG S-4. The BCG S-4 contains complete and correct copies of the audited consolidated balance sheets of the Partnership and the Subsidiaries and related statements of income, stockholders' equity and cash flows for the fiscal year ended December 31, 1998, as adjusted to reflect the combination of certain assets to reflect the contribution by TCI LLC and its Affiliates to the Partnership on February 2, 1999, including all notes and schedules thereto (all of such financial statements and notes being hereinafter referred to as the "Partnership's Financial Statements"). The Partnership's Financial Statements are in accordance with the books and records of the Partnership and were prepared in accordance with GAAP, except as may be described therein, applied on a consistent basis throughout the periods covered thereby. Except as set forth on Schedule 3.9 and after giving effect to the various transactions consummated on February 2, 1999, and related financings, since December 31, 1998, there has been no (i) event or events (other than any affecting the cable television industry generally) occurred that, individually or in the aggregate, are reasonably likely to result in a Material Adverse Effect and (ii) material change in accounting principles or practices (other than as a result of changes in GAAP) with respect to the Partnership Systems or revaluation by the Partnership of the Partnership Assets for financial reporting, property tax or other purposes. From December 31, 1998 to the date of this Agreement, except with respect to the closing of various transactions on February 2, 1999, and related financings, the Partnership's Business has been conducted only in the usual, regular and ordinary course, except as disclosed on Schedule 3.9 and except where the failure to conduct business in such manner would not have a Material Adverse Effect.
Financial Statements; Absence of Certain Changes or Events. (a) Each of the consolidated financial statements (including, in each case, any notes and schedules thereto) contained in or incorporated by reference into the Cerecor SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position and the results of operations, changes in stockholders’ equity, and cash flows of Seller and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and the applicable rules and regulations of the SEC (but only if the effect of such adjustments would not, individually or in the aggregate, be material).
(b) Seller has provided Buyer with certain financial information for the Business consisting of revenues and direct costs of the Business for the periods from January 1, 2018 through June 30, 2019 (excluding for a period from January 1, 2018 through February 15, 2018) which information was prepared on a basis consistent with GAAP and fairly represents in all material respects the revenues and direct costs of the Business for such periods.
(c) Since December 31, 2018 (the “Measurement Date”) (a) no event has occurred which would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (b) there has been no material loss, destruction or damage (in each case, whether or not insured) affecting the Purchased Assets or any rights thereunder and (c) no event, condition, action, or effect has been taken or has occurred that would constitute a breach of Section 5.10(b) if such had been taken or occurred during the period from the date hereof through Closing.
Financial Statements; Absence of Certain Changes or Events. (a) Except as set forth on Schedule 2.8(a), the April 5, 2000 Balance Sheet, which is contained in Schedule 2.8(a), and the balance sheets and income statements of the Company for the year ending December 31, 1999, have been prepared consistent with past practice, and present fairly, in all material respects, the financial condition and results of operations of the Company at such dates or for the periods then ended.
(b) Except as set forth on Schedule 2.8(b) or as consented to in writing by Purchaser, since April 5, 2000: (i) the Company has operated its business in the usual and ordinary course consistent with past practice, has not sold or otherwise disposed of any assets (other than the sale of inventory or collection of receivables in the ordinary course of its business) in an aggregate amount in excess of $5,000 and has not declared or paid any dividends or made any other distributions on its capital stock or repurchased or agreed to repurchase any of its capital stock; (ii) there has been no material adverse change in the business, results of operations, assets, liabilities, financial condition or overall prospects of the Company; (iii) the Company has not incurred any material damage, destruction or loss, regardless of insurance coverage, to its owned or leased property or assets; (iv) the Company has used commercially reasonable efforts to keep in full force and effect adequate insurance coverage consistent with past practice and maintained and kept its properties and assets in repair, working order and condition, consistent with past practice, normal wear and tear excepted; (v) the Company has recorded all sales and maintained its books of account in accordance with past practice; and (vi) the Company and Sellers have used their reasonable efforts to preserve substantially intact the business organizations of the Company, to keep available the services of the present officers, employees, and consultants of the Company and to preserve the present relationships of the Company with customers, suppliers and other persons with which the Company has significant business relations.
Financial Statements; Absence of Certain Changes or Events. (a) The unaudited balance sheet of DDI as of March 31, 2000 is attached at SCHEDULE 4.14, (the "DDI Financial Statement"). The DDI Financial Statement has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved and fairly present the financial position of DDI as at the dates thereof and the results of operation and changes in financial position for the periods then ended.
(b) Except as disclosed on SCHEDULE 4.14 attached hereto or in the DDI Financial Statement, or except as contemplated by this Agreement, since March 31, 2000, DDI and its Subsidiaries have conducted their respective businesses only in the ordinary and usual course, and, as of the date of this Agreement, there has not been (i) any damage, destruction or loss, whether covered by insurance or not, which has a Material Adverse Effect on DDI, (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of DDI's capital stock, or (iii) any transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) individually or in the aggregate having a Material Adverse Effect on DDI, which shall not be deemed to include transactions engaged in to provide working capital for DDI or the Company.
Financial Statements; Absence of Certain Changes or Events. Prior to the execution of this Agreement, ETC has delivered to Parent true and complete copies of the unaudited balance sheet of ETC as at December 31, 2001, and the related unaudited statements of operations and cash flows for the fiscal period then ended (the “ETC Financial Statements”). Since the date of the ETC Financial Statements there has not been any change, event or development having, or that could be reasonably expected to have, individually or in the aggregate, a material adverse effect on ETC, and between such date and the date hereof ETC has not conducted any active business. Except as set forth in the notes thereto, all of the ETC Financial Statements (i) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”) (except that they do not have all required notes thereto), (ii) fairly present, in all material respects, the financial condition and results of operations of ETC, as at the date thereof and for the respective periods covered thereby (subject to normal year-end adjustments), and (iii) were compiled from the books and records of ETC regularly maintained by management and used to prepare the financial statements of ETC. ETC maintains and until the Effective Time will continue to maintain adequate books and records and an adequate system of internal controls established and administered in accordance with GAAP.
Financial Statements; Absence of Certain Changes or Events. Prior to the execution of this Agreement, Parent has delivered to ETC true and complete copies of the audited consolidated balance sheet of ISE as at December 31, 2001 and the related statements of operations and cash flows for the year then ended (the “ISE Financial Statements”). Since the date of the ISE Financial Statements there has not been any change, event or development having, or that could be reasonably expected to have, individually or in the aggregate, a material adverse effect on ISE, and between such date and the date hereof ISE has conducted its business only in the ordinary course consistent with past practice. Except as set forth in the notes thereto, all of the ISE Financial Statements (i) were prepared in accordance with GAAP, (ii) fairly present, in all material respects, the financial condition and results of operations of ISE, as at the date thereof and for the respective periods covered thereby, and (iii) were compiled from the books and records of ISE regularly maintained by management and used to prepare the financial statements of ISE. ISE maintains and until the consummation of the Demutualization will continue to maintain an adequate system of internal controls established and administered in accordance with GAAP.
Financial Statements; Absence of Certain Changes or Events. (a) Sellers and Greenwich have delivered to Buyer (a) unaudited balance sheets of Greenwich as of December 31, 2000 and (b) an unaudited balance sheet of Greenwich as of September 30, 2001. All the foregoing financial statements are herein referred to as the "Greenwich Balance Sheets." The account balances (assets and liabilities) of the Greenwich Balance Sheets have been determined in accordance with GAAP on a basis consistent with Sellers' accounting practices for capital projects and fairly present the Net Assets of Greenwich as of the dates indicated. All of the assets primarily related to the Project and the Facility are assets of Greenwich and not of Seller, or any other Affiliate of Seller. Greenwich has no liabilities or obligations of any nature (absolute, contingent or otherwise) that are required by GAAP to be included in the Greenwich Balance Sheet and that are not fully reflected or reserved against therein, except liabilities or obligations incurred since the date of the Greenwich Balance Sheet in the ordinary course of business. Greenwich is not a guarantor, indemnitor, surety or other obligor of any indebtedness for borrowed money of any other Person.
(b) Except for transactions specifically contemplated in this Agreement, since September 30, 2001 and except for actions taken in the ordinary course of business, neither Greenwich nor any of its officers or directors in their representative capacities on behalf of Greenwich have:
(i) taken any action or entered into or agreed to enter into any transaction, agreement or commitment other than in the ordinary course of business;
(ii) granted any increase in the compensation of employees;
(iii) suffered any change having a Material Adverse Effect;
(iv) borrowed or agreed to borrow any funds except intercompany transactions;
(v) except to the extent related to the construction of the Facility, purchased or sold, transferred or otherwise disposed of any of its material properties or Assets (real, personal or mixed, tangible or intangible);
(vi) made any change in accounting methods or practices or internal control procedure;
(vii) issued any capital stock or other securities; or
(viii) agreed, whether in writing or otherwise, to take any action described in this Section 4.6 (b).
Financial Statements; Absence of Certain Changes or Events. To the Best Knowledge of Southwest, the Southwest Financial Statements previously provided by Southwest to Parent (a) have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto); and (b) present fairly, in all material respects, the financial position of Southwest as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit or other adjustments). Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date, since December 31, 2003, there has been no (y) material change in the accounting methods or principles of, or practices by, Southwest, except insofar as may have been concurred in by Southwest’s independent public accountants or required by a change in GAAP; or (z) any change, effect, event, occurrence, state of facts or development, with respect to Southwest, that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on Southwest.
Financial Statements; Absence of Certain Changes or Events. The Parent Financial Statements included in the Parent SEC Documents are true and correct in all material respects and comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and OTCBB with respect thereto, have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) and present fairly, in all material respects, the financial position of Parent as at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal year-end audit or other adjustments, and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act). Since the date of filing with the SEC of Parent’s most recent Annual Report on Form 10-KSB, there has been no (a) material change in the accounting methods or principles of, or practices by, Parent, except insofar as may have been concurred in by Parent’s independent public accountants or required by a change in GAAP; or (b) any change, effect, event, occurrence, state of facts or development, with respect to Parent or Acquisition Co., that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on Parent or Acquisition Co.
