Financial Statements; Absence of Changes. (a) Attached as Schedule 4.08 hereto are copies of (a) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2020 (the “Most Recent Balance Sheet”), and the related audited consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years then ended, together with the auditor’s reports thereon (the “Financial Statements”).
(b) The Financial Statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the date and for the period indicated in such Financial Statements, and the results of their operations and cash flows for the year then ended in conformity with GAAP.
(c) The Company and its Subsidiaries have established and maintain processes of internal accounting controls. To the Knowledge of the Company, such processes are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets.
(d) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, no Material Adverse Effect has occurred that is continuing.
(e) Since the date of the Most Recent Balance Sheet, through and including the date of this Agreement, except as expressly contemplated by this Agreement, the other Transaction Agreements or in connection with the transactions contemplated hereby and thereby or as set forth on Schedule 4.08(e) or as required by applicable Law (including COVID-19 Measures) or as reasonably necessary in light of COVID-19, the Company and its Subsidiaries have carried on their respective businesses in all material respects in the ordinary course of business.
(f) Merger Sub was formed solely for the purpose of engaging in the Transactions, has not conducted any business and has no assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and any other Transaction Agreement to which it is a party, as applicable, and the other transactions contemplated by this Agreement and such Transaction Agreements, as applicable.
(g) Merger Sub II was formed solely for the purpose of engaging in the Transactions, has not conducted any business an...
Financial Statements; Absence of Changes. (a) Part 2.4(a) of the Disclosure Letter contains an accurate copy of the audited balance sheet of the Company as of June 29, 2013 (the “Company Balance Sheet”), and the related audited statement of income for the fiscal year then ended (collectively, the “Company Financial Statements”). The Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company as of the date thereof and for the period covered thereby, all in accordance with Swiss Accounting and Reporting Recommendations (Swiss GAAP FER). The Company Financial Statements are correct and complete in all material respects. The Company Financial Statements have been prepared from and are consistent with the accounting books and Records of the Company.
(b) The Seller has delivered to the Purchaser the unaudited pro forma balance sheet of the Business as of June 29, 2013 (the “Balance Sheet Date”), and the unaudited related pro forma statement of income for the Business for the twelve months then ended (collectively, the “Business Financial Statements”). The Business Financial Statements are correct and complete in all material respects and present fairly in all material respects the financial condition and results of operations of the Business as of the date thereof and for the period covered thereby, all in accordance with GAAP except that (i) the accounting for the Company’s pension is in accordance with Swiss GAAP FER, (ii) the Business Financial Statements incorporate pro forma estimates, assumptions and adjustments, including the exclusion of stock compensation charges, insurance payments from the Thailand floods, restructuring costs associated with production transfers and related activities, foreign currency gain/loss on intercompany balances, income or expense from non-cash “in period” changes in inventory absorption and valuation and tax provision and (iii) no statements of cash flows, shareholders equity, or comprehensive income have been included and no footnotes have been included. The Business Financial Statements have been prepared from and are consistent with the accounting books and Records of the Seller and its Affiliates.
(c) Between the Balance Sheet Date and the date of this Agreement, there has not occurred any Material Adverse Effect and neither the Company nor the Business has incurred any material Liabilities other than in the ordinary course of business.
(d) All accounts and notes receivable gen...
Financial Statements; Absence of Changes. (a) Schedule 3.9(a)(i) contains correct and complete copies of the audited consolidated statements of BCI of (1) Assets and Liabilities, (2) Income Statement and (3) Cash Flows (the "Statements"), in each case for the fiscal year ended December 31, 2001 and the unaudited Statements for the nine-months ended September 30, 2002 (collectively, the "Financial Statements"). Also attached as Schedule 3.9(a)(i) is a correct and complete copy of the unaudited consolidated balance sheet and profit and loss statement of BCI and the Sellers for each of October 2002, November 2002, December 2002 and January 2003 (collectively, the "Monthly Statements"). The Financial Statements and the Monthly Statements include information with respect to and reflect the financial condition and results of operation of the Retained Business which are not being transferred hereby, and as to which Sellers makes no representation or warranty of any kind. The Financial Statements and Monthly Statements were prepared in conformity with Generally Accepted Accounting Principles, except as set forth on Schedule 3.9(a)(ii) and subject, in the case of the unaudited Statements for the nine-months ended September 30, 2002 and the Monthly Statements, to year-end adjustments consistent with past practice.
(b) Except as set forth therein or on Schedule 3.9(b) with respect to the Business, the Financial Statements and Monthly Statements present fairly the consolidated financial condition and results of operations of BCI and its subsidiaries as of and for the periods then ended.
(c) Schedule 3.9(c) is an accurate and complete aging schedule of all Receivables as of November 30, 2002. Except as set forth on Schedule 3.9 (c), (i) each Receivable represents a sale made in the ordinary course of business which arose pursuant to an enforceable written Contract for a bona fide sale of goods or for services performed, and (ii) the applicable Seller has performed all of its obligations to produce the goods or perform the services to which such Receivable relates.
(d) Except as set forth in the balance sheets included in the Financial Statements or the balance sheets in the Monthly Statements or on Schedule 3.9(d), there are no liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due that are required to be included in such Financial Statements in accordance with Generally Accepted Accounting Principles or which are contemplated by this Agreeme...
Financial Statements; Absence of Changes. (a) The Seller has delivered to the Purchaser the unaudited pro forma statement of income for the Business for the twelve months ended June 29, 2013 (the “Financial Statement Date,” and such statement of income, the “Business Financial Statements”). The Business Financial Statements are correct and complete in all material respects and present fairly in all material respects the results of operations of the Business for the period covered thereby, all in accordance with GAAP subject to (i) pro forma estimates, assumptions and adjustments, including the exclusion of stock compensation charges, insurance payments from the Thailand floods, restructuring costs associated with production transfers and related activities, foreign currency gain/loss on intercompany balances, income or expense from non-cash “in period” changes in inventory absorption and valuation and tax provision and (ii) no statements of cash flows, shareholders equity, or comprehensive income have been included and no footnotes have been included. The Business Financial Statements have been prepared from and are consistent with the accounting books and records of the Seller and its Affiliates.
(b) Between the Financial Statement Date and the date of this Agreement, there has not occurred any Material Adverse Effect, the Business has not incurred any material Liabilities other than in the ordinary course of business, and the operations of the Business has been conducted in the ordinary course of business.
(c) The books and Records of the Seller and each Affiliate of Seller that owns Transferred Assets are complete are correct in all material respects, reflect all transactions affecting the Business and the Transferred Assets, and have consistently been maintained in accordance with sound business practices.
Financial Statements; Absence of Changes. (a) The Company has Made Available to Acquirer its unaudited financial statements for each of the Company’s past fiscal years set for on Schedule 2.4(a) of the Company Disclosure Letter (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) fairly and accurately present the consolidated financial condition of the Company at the dates therein indicated and the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring yearend audit adjustments, none of which, individually or in the aggregate, are or will be material in amount), and (iii) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.
(b) The Company has no Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of December 31, 2012 (the “Company Balance Sheet”),
Financial Statements; Absence of Changes. (a) Attached as Schedule 3.15(a) are true and correct copies of the audited special purpose statements of inventory and property, plant and equipment - net as of June 30, 2001 (the "Balance Sheet Date") and June 30, 2000, together with the audited statements of revenues, direct cost of products sold, direct marketing expenses and direct administrative and other expenses of the Jif/Crisco Business and the Culinary Sol Business for the years ended June 30, 2001, 2000 and 1999 and the related supplemental schedules of direct cost of products sold accompanied by the reports thereon of Deloitte and Touche LLP (the "Audited Statements"). The Audited Statements were derived from the books and records of the Contributors and were prepared in accordance with generally accepted accounting principles of the United States, as in effect from time to time, applied on a consistent basis, and present fairly in all material respects the statements of inventory and property, plant and equipment - net and the related statements of revenues, direct cost of products sold, direct marketing expense and direct administrative and other expenses of the Jif/Crisco Business and the Culinary Sol Business as at the dates and for the periods represented therein;
(b) Except as set forth on Schedule 3.15(b) or as required or expressly permitted by this Agreement, since June 30, 2001, the Contributors have operated the Jif/Crisco Business in the ordinary course of business and there has not occurred any event, occurrence or conditions which has had an adverse effect, except where not Material.
Financial Statements; Absence of Changes. (a) Attached as Section 2.10(a) of the Parent Disclosure Letter are copies of the unaudited combined financial statements of the Snacks Business, including the combined balance sheets of the Snacks Business as of June 30, 2009 and June 30, 2010, and the combined statements of income, equity and cash flows of the Snacks Business for the fiscal years ended June 30, 2008, June 30, 2009 and June 30, 2010 (collectively, the “Historical Financial Statements”).
(b) The Historical Financial Statements were derived from the books and records of the Parent and its Subsidiaries and were prepared in accordance with GAAP, consistently applied, as at the dates and for the periods presented, and present fairly in all material respects the financial position and results of operations of the Snacks Business as at the dates and for the periods presented on the basis by which the Historical Financial Statements were prepared. The Historical Financial Statements were prepared using the last-in-first-out inventory method, the Audited Financial Statements will be prepared using the first-in-first-out inventory method and the after-tax effect of this change on the combined net income of the Snacks Business for the year ended June 30, 2010 will not exceed $2.0 million.
(c) Attached as Section 2.10(c) of the Parent Disclosure Letter are unaudited internal reports relating to the Snacks Business prepared pursuant to Parent’s internal management reporting procedures for the six-month period ending December 31, 2010 (the “Unaudited Financial Information”). To the Knowledge of Parent, the Unaudited Financial Information was prepared in the ordinary course of Parent’s business and presents fairly in all material respects the net outside sales, gross profit and pre-tax and after-tax operating profit of the Snacks Business for the period ending December 31, 2010.
(d) Except as and to the extent set forth on the Historical Financial Statements or the Unaudited Financial Information, neither Parent nor any of its Subsidiaries have any Liabilities that would be required to be reflected on a consolidated combined balance sheet of the Snacks Business or in the notes thereto prepared in accordance with GAAP, except for Liabilities incurred since December 31, 2010 in the ordinary course of business or that have not caused, individually or in the aggregate, a Snacks Business MAE.
(e) As of the Closing, Wimbledon will not have any indebtedness for borrowed money owing to a third party other than ...
Financial Statements; Absence of Changes. (a) Attached as Section 3.11 of the Parent Disclosure Letter are copies of (i) the audited combined financial statements of Folgers, including the combined balance sheets of Folgers as of June 30, 2007 and June 30, 2006, and the combined statements of income, equity and cash flows for the years ended June 30, 2007, June 30, 2006 and June 30, 2005 (collectively, the “Audited Statements”), and (ii) the unaudited combined balance sheet of Folgers for the nine months ended March 31, 2008 and the related unaudited combined statements of income and cash flows for the nine-month period then ended (collectively, the “Unaudited Statements,” and together with the Audited Statements, the “Financial Statements”).
(b) The Financial Statements were derived from the books and records of the Parent and its Subsidiaries and were prepared in accordance with GAAP, consistently applied, as at the dates and for the periods presented (except, in the case of the Unaudited Statements, for the absence of footnote disclosures and normal and recurring adjustments, which are not material, individually or in the aggregate), and present fairly in all material respects the financial position and results of operations of Folgers as at the dates and for the periods presented on the basis by which the Financial Statements were prepared (subject, in the case of the Unaudited Statements, to normal and recurring adjustments, which are not material, individually or in the aggregate).
(c) Except as required or expressly permitted by this Agreement, since March 31, 2008, there has not occurred any event, occurrence or condition which has had or would be reasonably expected to have, individually or in the aggregate, a Coffee Business MAE.
Financial Statements; Absence of Changes. (a) Attached hereto as Schedule 4.5 are copies of the unaudited financial statements of Equinox as of September 30, 2008 (the "Equinox Financial Statements"). The Equinox Financial Statements fairly present the financial condition and the results of operations, changes in members' equity and cash flow of Equinox as at the respective dates of and for the periods referred to in such Equinox Financial Statements and are consistent with the books and records of Equinox.
(b) Since February 4, 2008, Equinox has conducted its business only in the ordinary course, and since such date there has not occurred any event having a material adverse effect or, to Equinox's knowledge, any event or development which is reasonably likely to cause an event that could reasonably be expected to cause a material adverse effect.
Financial Statements; Absence of Changes. (a) Listed on Schedule 3.5(a) are (i) an unaudited balance sheet of the Company as of December 31, 2017 and the most recently closed month (not to be more than 62 days prior to the Closing Date) (the “Base Balance Sheet”, and such date, the “Balance Sheet Date”), (ii) unaudited statements of operations for the Business for the 12-month period ending December 31, 2017 and for the most recently closed year to date period (not to be more than 62 days prior to the Closing Date), and (iii) unaudited statements of cash flow for the Business for the 12-month period ending December 31, 2017 and for the most recently closed year to date period (not to be more than 62 days prior to the Closing Date) (such financial information referred to in clauses (i)-(iii) together are referred to herein as the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, each of which has been prepared in accordance with the books and records of the Business, each fairly represents in all material respects the financial position and results of operations of the Business as of the dates and for the periods set forth therein.
(b) Except as set forth in the Financial Statements from Balance Sheet Date to the date of this Agreement, (i) the Company has operated the Business in the ordinary course of business consistent with past practices and have used reasonable efforts to preserve the Purchased Assets and the Business intact and to preserve the goodwill of suppliers, customers, employees and others having business relations with the Company with respect to the Business, (ii) there has been no material adverse effect on the Business.
