Financial Statements; Absence of Liabilities. Included as Schedule 4.04 are true and complete copies of the consolidated financial statements of the telecommunications business of the Company consisting of (i) audited consolidated balance sheets of the telecommunications business of the Company as of December 25, 2005 and December 26, 2004, and the related statements of income and cash flows for the years then ended (including the notes contained therein or annexed thereto), which financial statements have been reported on, and are accompanied by, the signed, unqualified opinions of Ernst & Young LLP, independent auditors for Company for such years, and (ii) an unaudited consolidated balance sheet of the telecommunications business of the Company as of September 24, 2006 (the “Recent Balance Sheet”), and the related unaudited consolidated statements of income and cash flows for the nine months then ended and for the corresponding period of the prior year (collectively, the “Company Financials”). With respect to the financial statements of the Company that are contemplated in clause (i) of this Section 4.04, the parties hereby agree that such financial statements have been prepared by Company solely for purposes of filing a registration statement on Form 10 with the Securities and Exchange Commission and do not necessarily represent the assets and liabilities that will remain with the Company following consummation of the transactions contemplated hereby. All of such financial statements (including all notes and schedules contained therein or annexed thereto) are true, complete and accurate, have been prepared in accordance with GAAP (except, in the case of unaudited statements, for the absence of footnote disclosure) applied on a consistent basis, have been prepared in accordance with the books and records of Company, and fairly present, in accordance with GAAP, the assets, liabilities and financial position, the results of operations and cash flows of Company as of the dates and for the years and periods indicated. Except as reflected in the Company Financials, none of the Entities has any material Liabilities that would be required by GAAP to be disclosed on a consolidated balance sheet of Company, other than (i) Liabilities disclosed on the schedules to this Agreement; and (ii) Liabilities incurred in the Ordinary Course of Business since the date of the Recent Balance Sheet.
Financial Statements; Absence of Liabilities. (i) The audited balance sheets of the Company as of December 31, 1997 and December 31, 1998, the related statements of income, shareholders' equity and cash flows for the fiscal years then ended, the unaudited balance sheet of the Company as of June 30, 1999 (the latter being referred to as the "Latest Balance Sheet"), and the related statements of income, shareholders' equity and cash flows for the six-month period then ended have been prepared in accordance with GAAP on a consistent basis (except that the Latest Balance Sheet and the related statements of income, shareholders' equity and cash flows for the six-month period ended June 30, 1999 may be subject to customary year-end adjustments, none of which will be material in amount), are in accordance with the books and records of the Company (which books and records are complete and correct in all material respects), and, to the best knowledge of the Shareholders, fairly present the financial position and results of operations of the Company in all material respects as of such dates and for each of the periods indicated. As of the date of each of such balance sheet, to the best knowledge of the Shareholders, the Company had no Liability other than those set forth on each such balance sheet. Copies of the financial statements described in the first sentence in this Section 3.1(d) are attached as Exhibit 3.1(d)(i)(A). To the best knowledge of the Shareholders, the expenses itemized on Exhibit 3.1(d)(i)(B) and reflected in the Company's financial performance for the 12-month period ended December 31, 1998 will not be realized on an on-going basis after the Closing.
Financial Statements; Absence of Liabilities. (a) VRI ACKNOWLEDGES THAT NEITHER IT NOR ANY OF ITS AFFILIATES HAS RELIED ON ANY FINANCIAL STATEMENTS OF SETM OR ITS SUBSIDIARIES IN CONNECTION WITH ITS DECISION TO ENTER INTO THIS AGREEMENT.
Financial Statements; Absence of Liabilities. (a) Section 2.08(a) of the Parent Disclosure Letter sets forth true and correct copies of the Unaudited Financial Statements. The Unaudited Financial Statements have been prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated in the notes thereto or, in the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case to the Unaudited Financial Statements being prepared and presented on a “carve-out” basis from the consolidated financial statements of Parent. The Audited Financial Statements shall, when delivered pursuant to Section 5.22, be prepared in accordance with GAAP and fairly present in all material respects the financial position, results of operations and cash flows of the Business as of and for the periods indicated therein, except as may be indicated in the notes thereto or, in the case of interim financial statements, for the absence of footnotes and for normal year-end adjustments, subject in each case to the Audited Financial Statements being prepared and presented on a “carve-out” basis from the consolidated financial statements of Parent.
Financial Statements; Absence of Liabilities. (a) Part 2.4 of the Disclosure Schedule includes true, complete and correct copies of (i) the Company's unaudited financial statements (balance sheets, income statements and statements of cash flow) as of and for the fiscal years ending December 31, 1996 and 1997, (ii) the Company's audited financial statements (balance sheet, income statement and statement of cash flow) as of and for the fiscal year ended December 31, 1998 and (iii) the Company's unaudited financial statements (balance sheet, income statement and statement of cash flow) as of and for the six month period ended June 30, 1999 (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements (i) were prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with GAAP consistently applied, subject in the case of interim Financial Statements (x) to normal year-end adjustments, which individually or in the aggregate were not and will not be material, and (y) to the omission of footnote information; and (iii) are accurate in all material respects. The Financial Statements fairly present the Company's financial condition and the results of its operations at the relevant dates thereof and for the periods covered thereby. The balance sheet of the Company as of June 30, 1999 is referred to as the "BALANCE SHEET" and the date of the Balance Sheet is referred to as the "BALANCE SHEET DATE."
Financial Statements; Absence of Liabilities. (i) The unaudited balance sheet of the Retained Operations as of July 31, 2000 (the "Latest Balance Sheet") and the related unaudited statements of income and shareholders' equity for the twelve-month period then ended (each as adjusted by the adjusting entries set forth in the letter dated September 28, 2000 from Arthxx Xxxexxxx xx PentaStar, which letter is included as part of Exhibit 3.1(d)(i)(A)), and the unaudited statement of income for the Retained Operations for the twelve-month period ended December 31, 1999, have been prepared in accordance with GAAP on a consistent basis, are in accordance with the books and records of the Company (which books and records are complete and correct in all material respects), and fairly present the financial position and results of operations of the Retained Operations in all material respects as of such dates and for each of the periods indicated. As of the date of the Latest Balance Sheet, the Company had no Liability with respect to the Retained Operations other than those set forth on each such balance sheet. Copies of the financial statements described in the first sentence in this Section 3.1(d) are attached as Exhibit 3.1(d)(i)(A). The expenses itemized on Exhibit 3.1(d)(i)(B) and reflected in the Retained Operations financial performance for the 12-month period ended July 31, 2000 shall not be realized on an on-going basis after the Closing Date.
Financial Statements; Absence of Liabilities. (i) The unaudited balance sheets of the Company as of December 31, 1993, December 31, 1994, December 31, 1995 and December 31, 1996, the related statements of income, shareholders' equity and cash flows for the fiscal years then ended, the unaudited balance sheet of the Company as of February 28, 1997 (the latter being referred to as the "Latest Balance Sheet"), and the related statement of income, shareholders' equity and cash flows for the two-month period then ended, have been prepared in accordance with good accounting practices and on a basis consistent with those of prior years, are in accordance with the books and records of the Company (which books and records are complete and correct), are accurate and fairly present the financial position and results of operations of the Company as of such dates and for each of the periods indicated, do not list book values for the assets that are in excess of their fair market values, and, except as set forth on Exhibit 3.1(d)(i)(A), make full and adequate provision for all Liabilities to which the Company is subject. Copies of the financial statements described in the first sentence in this Section are attached as Exhibit 3.1(d)(i)(B). The expenses itemized on Exhibit 3.1(d)(i)(C) and reflected
Financial Statements; Absence of Liabilities. (a) The Company's unaudited interim financial statements as of January 17, 1997 and for the period then ended (the "Unaudited Financial Statements") were prepared in accordance with the books and records of the Company using accounting principles applied on a consistent basis throughout the period involved and fairly present the financial position of the Company as of the date thereof and the results of its operations and cash flows for the period indicated.
Financial Statements; Absence of Liabilities. On or before the date hereof, Company has furnished to Purchaser a complete and correct copy of Amendment No. 2 to Form SB-2 filed by the Company with the Securities and Exchange Commission ("SEC") on April 30, 1999 Commission File No. 333-65583 (the "SB-2") a copy of which is attached to this Agreement as Exhibit F. The balance sheets of Company and Jaws Canada (the "Balance Sheets"), the income statement of Company and Jaws (the "Income Statements"), the statement of loss and deficit and cash flows of the Company and of Jaws Canada (the "Cash Flows") as set out in the SB-2 (collectively, the "Financial Statements") are all complete and correct, are in accordance with the books and records of Company and Jaws Canada and present fairly the financial condition and results of operations of Company and Jaws Canada, as of the dates and for the periods indicated, and have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the SEC in all material respects. Company and Jaws Canada did not have, at the date of the SB-2, any material liabilities of any type (other than liabilities incurred in the ordinary course of business), whether absolute or contingent, which were not fully reflected in the SB-2, and, since the date of the SB-2, no material change to Company and Jaws Canada's net worth or Financial Statements has occurred and the Company and Jaws Canada have not incurred or otherwise become subject to any such liabilities or obligations except in the ordinary course of business and in connection with and as disclosed in this Agreement.
Financial Statements; Absence of Liabilities. As of the Closing, Schedule 2.7 of the Disclosure Schedule shall contain a true and complete copy of the unaudited balance sheet for the Business and the related unaudited consolidated statement of income for the Business as of and for the twelve month period ended December 31, 2007 (collectively, the “Business Financial Statements”). The unaudited December 31, 2007 balance sheet is referred to herein as the “Business Balance Sheet.” The Business Financial Statements present fairly, in all material respects, the financial condition and results of operations of the Business, and the income statement fairly presents the income of the Purchased Assets, as of their respective dates and for the respective periods indicated therein. The Business Financial Statements were prepared in good faith and derived from the Seller’s financial statements. The Seller is not aware of, is not contemplating, nor has it been notified, in writing or orally, by its auditors or by the Securities and Exchange Commission (the “SEC”) of any fact or circumstance, or proposed or potential adjustment, that might require an adjustment to the Seller financial statements which would, if implemented, materially and adversely affect the Business Financial Statements. All of the Liabilities reflected on the Business Balance Sheet are related to the Business and arose out of or were incurred in the ordinary course of business. Except as set forth on Schedule 2.7, Seller does not have and will not have any obligation or liability relating to the Business or the Purchased Assets (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when or by whom asserted) arising out of any transaction entered at or prior to the date hereof, or any action or inaction at or prior to the date hereof, or any state of facts existing at or prior to the date hereof, other than (a) liabilities reflected on the Business Financial Statements, (b) liabilities and obligations which have arisen after the date of the Business Financial Statements in the ordinary course of business (none of which is a liability for breach of contract, breach of warranty, tort, infringement, violation of law, claim or lawsuit),
