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.
(b) The Business Companies and the Business are not subject to any liabilities or obligations of any nature, whether accrued, absolute, determined, determinable, matured or unmatured, fixed or contingent or otherwise, except for those liabilities and obligations (i) disclosed, reflected or reserved against or provided for in the Financial Statements, (ii) incurred in the ordinary course of business consistent with past practice since June 30, 2021, (iii) as contemplated by this Agreement, the other Transaction Documents or otherwise incurred in connection with the Transactions, (iv) as would be incurred by the Business Companies pursuant to the Internal Reorganization, (v) that are for executory obligations for performance, but not breach, under Contracts made available to Buyer, (vi) as relate to Taxes incurred in the ordinary course of business since the date covered by the applicable Financial Statements or (vii) that would not, individually or in the aggregate, reasonably be expected to be material to the Business or to the Business Companies, taken as a whole. The Business Companies have no indebtedness for borrowed money, no Business Company is a guarantor with respect...
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."
(b) The Company has no liability or obligation of any kind or nature, secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due) ("LIABILITIES"), except for (i) Liabilities that are disclosed as such in the Balance Sheet, and (ii) Liabilities incurred since the Balance Sheet Date in the ordinary course of business, consistent with past practice, that are not, individually or in the aggregate, material. Except as set forth in the Balance Sheet, the Company has no Liabilities to any officer, director, shareholder, affiliate or representative of the Company.
Financial Statements; Absence of Liabilities. (i) The unaudited balance sheets of the Company as of December 31, 1999, September 30, 2000 and October 31, 2000, the related statement of income for each of the 12-month periods then ended, the audited (by Arthxx Xxxexxxx) xxlance sheet of the Company as of September 30, 2000 (the latter being referred to as the "Latest Balance Sheet"), and the related reviewed statement of income for the 9-month period then ended have been prepared in accordance with GAAP on a consistent basis and on a basis consistent with the accounting practices of PentaStar, 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 Company in all material respects as of such dates and for each of the periods indicated. As of the date of each such balance sheet, 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). The expenses itemized on Exhibit 3.1(d)(i)(B) and reflected in the Company's financial performance for the 12-month period ended September 30, 2000 shall not be realized on an on-going basis after the Closing Date.
(ii) Since the date of the Latest Balance Sheet, the Company has not incurred or become subject to any Liability other than Liabilities incurred in the ordinary course of business consistent with past practice. As of the Closing, the Company shall have no Liability (and, to the best knowledge of the Shareholders, there shall be no basis for the assertion of any Liability), except for the Retained Liabilities.
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.
(b) Neither VGM nor VPM has any liabilities or obligations (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to VRI, and whether due or to become due) that will become liabilities or obligations of the General Partner or the Partnership except for the Assumed Contracts and Liabilities (or as otherwise contemplated hereby) or that will create or result in any Encumbrances on the assets of the General Partner or the Partnership except for Permitted Encumbrances.
Financial Statements; Absence of Liabilities. SEI HOLDINGS ACKNOWLEDGES THAT NEITHER IT NOR ANY OF ITS AFFILIATES HAS RELIED ON ANY FINANCIAL STATEMENTS OF VGM, VPM OR THEIR SUBSIDIARIES IN CONNECTION WITH ITS DECISION TO ENTER INTO THIS AGREEMENT.
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
Financial Statements; Absence of Liabilities. (a) Section 3.5 of the Company Group Disclosure Schedule sets forth selected unaudited financial data for the business of the Company (i) as of December 31, 2016 and for the year then ended and (ii) for the three months ended March 31, 2017 (together, the “Company Financial Statements”). There are no audited financial statements of the Company on a stand-alone basis for the periods covered by the Company Financial Statements. The Company Financial Statements fairly present, in all material respects, (i) the financial results of operations attributable to the Company Group, exclusive of amortization of intangibles, stock-based compensation and income taxes for the respective periods covered thereby and (ii) with respect to the unaudited financial data as of December 31, 2016 only, the assets and liabilities attributable to the Company Group as of that date. Buyer acknowledges that the Company Financial Statements have not been prepared in accordance with GAAP. The unaudited financial data comprising the Company Financial Statements as of the dates thereof and for the periods then ended, as applicable, have been prepared on a basis consistent with the non-GAAP measures applicable to reported segments described in the Annual Report on Form 10-K of Fortress Investment Group LLC, filed on February 28, 2017, and in the Quarterly Report on Form 10-Q of Fortress Investment Group LLC, filed on May 8, 2017, as applicable.
(b) As of the date hereof, the Company does not have any liabilities of a nature that would be accrued or reserved on the Company Financial Statements prepared on the non-GAAP basis described in Section 3.5(a), except (i) liabilities under or in connection with this Agreement or any Ancillary Agreement or the transactions contemplated hereby or thereby or set forth in the Company Group Disclosure Schedule, (ii) liabilities and obligations disclosed, accrued or reserved against on the Company Financial Statements or (iii) liabilities and obligations incurred since December 31, 2016 in all material respects in the ordinary course of business.
(c) No member of the Company Group has any Indebtedness outstanding, other than intercompany loans subject to Section 5.13(b).
Financial Statements; Absence of Liabilities. (A) The Company's unaudited interim financial statements as of October 31, 1996 and for the ten-month period then ended (the "Unaudited Interim 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.
(B) The Company has no Liabilities, except for (i) Liabilities which are disclosed in the Unaudited Interim Financial Statements, or (ii) Liabilities which were incurred after October 31, 1996 in the ordinary course of business and which do not exceed $5,000 in the aggregate. As used herein, "Liabilities" shall mean any liability or obligation of any kind or nature, secured or unsecured (whether absolute, accrued, contingent or otherwise, and whether due or to become due).
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
Financial Statements; Absence of Liabilities. (a) The Company has made available to Buyer (a) its audited financial statements as of and for the period ended December 31, 2017 (being a balance sheet, income statement and statement of cash flows) and its audited financial statements as of and for the period ended December 31, 2018, in each case, together with the notes thereto and the reports of its auditor with respect thereto (collectively, the “Audited Financial Statements”) and (b) its unaudited financial statements as of and for the fiscal quarter ended March 31, 2019 (being a balance sheet and income statement) (the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). Except as set forth on Section 4.11(a) of the Company Disclosure Letter, the Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition, operating results and (with respect to the Audited Financial Statements) cash flows of the Company as of the dates, and for the periods, indicated therein, subject in the case of the Interim Financial Statements to normal year-end audit adjustments.
(b) Except as set forth in the Audited Financial Statements, the Company has no Liabilities, other than (i) Liabilities reflected or reserved against in the Audited Financial Statements or disclosed in the notes thereto; (ii) Liabilities incurred in the ordinary course of business consistent with past practice subsequent to December 31, 2018; and (iii) Liabilities set forth on Section 4.11(b) of the Company Disclosure Letter, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company has satisfied all obligations payable in connection with acquisition by the Company of Every Inc.
(c) The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP.
(d) The financial projections and business plan provided by the Company to Buyer prior to the date hereof were reasonably prepared on a basis reflecting management’s best estimates, assumptions and judgments, at the time prepared, as to the future financial performance of the Company.
