Common use of Financial Statements; Absence of Certain Changes Clause in Contracts

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.), Agreement and Plan of Merger (GTY Technology Holdings Inc.)

AutoNDA by SimpleDocs

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 unaudited balance sheets, statements of operationsincome, stockholders’ deficits equity and cash flows as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Annual 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 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, subject 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 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GTY Technology Holdings Inc.), Agreement and Plan of Merger (GTY Technology Holdings Inc.)

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 PartiesCompany: (i) reviewed unaudited balance sheets, statements of operationsincome, stockholders’ deficits equity and cash flows as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Audited Financial Statements”); and (ii) unaudited balance sheet, statements of income, stockholders’ equity and cash flows as of and for the sixtwelve-month period ended June 30December 31, 2018 2017 (collectively, the “Interim Financial Statements”, and together with the Reviewed Audited 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 PartiesCompany, 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 Audited 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.

Appears in 1 contract

Samples: Unit Purchase Agreement (GTY Technology Holdings Inc.)

AutoNDA by SimpleDocs

Financial Statements; Absence of Certain Changes. (a) Attached to Section 2.6(a)(i2.6(a) of the Company’s Disclosure Schedule are correct and complete copies of the following financial statements of the Company Partiesstatements: (i) reviewed unaudited balance sheets, statements of operationsincome, stockholders’ deficits equity and cash flows of the Company as of and for the fiscal years ended December 31, 2015, 2016 and 2017 (collectively, the “Reviewed Annual Financial Statements”); and (ii) consolidated unaudited balance sheet, statements of income, stockholders’ equity and cash flows of the Company Parties as of and for the six-month period ended June 30, 2018 (collectively, the “Interim Financial Statements”, and together with the Reviewed 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 Reviewed 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 BusinessParties, except as may be indicated in the notes or schedules theretothereto and except as set forth in Section 2.7 of the Company’s Schedule of Exceptions, and present fairly, in all material respects, the financial condition, results of operation, changes in equity and cash flow of the Company Parties Parties, as applicable, and the Business as of their respective dates and for the periods then ending.

Appears in 1 contract

Samples: Arrangement Agreement (GTY Technology Holdings Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.