Financial Statements; Absence of Undisclosed Liabilities. (a) Parent has made available to Buyer copies of (i) the combined audited balance sheets of the Business as of December 31, 2016 and 2015, and related audited statements of income, changes in equity and cash flows for the years then ended (the “Annual Financial Statements”) and (ii) the unaudited combined pre-tax balance sheet of the Business as of June 30, 2017, in each case excluding the Medical Device Business (the “Interim Balance Sheet”). The Annual Financial Statements (A) are derived from, and have been prepared in accordance with, the consolidated financial statements and books and records of Parent and its Affiliates, (B) fairly present, in all material respects, the financial position of the Business (excluding the Medical Device Business) as of the dates indicated, and (C) fairly present, in all material respects, the assets and liabilities, the results of the operations, changes in equity and cash flows of the Business (excluding the Medical Device Business) for the periods then ended. The Annual Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Interim Balance Sheet is derived from, and has been prepared in accordance with, the consolidated financial statements and books and records of Parent and its Affiliates, except that it does not include footnote disclosure and does not include income tax-related accruals and disclosures.
(b) There are no material Liabilities of Parent or any of its Affiliates (to the extent relating to the Business) or of any Transferred Subsidiary or the Business (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a combined balance sheet of the Business, except (i) Liabilities expressly reflected, reserved for or disclosed in the Interim Balance Sheet, (ii) Liabilities incurred or accrued in the ordinary course of business consistent with past practice since the Balance Sheet Date, (iii) Liabilities incurred in connection with the transactions contemplated hereby, or (iv) Excluded Liabilities.
(c) Parent maintains systems of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in all material respects, including internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with manageme...
Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited financial statements as of and for the period ended December 31, 1998, and Acorn's unaudited balance sheets and income statements dated as of August 31, 1999 (the "Acorn Financial Statements"), are attached as Schedule 3.
11.1 The Acorn Financial Statements have been prepared in accordance with GAAP (without reference to Intek's application thereof), and fairly present, in all Material respects, the financial condition and results of operations of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used.
3.11.2. Except to the extent reflected or reserved against or otherwise disclosed in the Acorn Financial Statements or in Schedule 3.11.2, as of the Balance Sheet Date, Acorn had no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or which in the aggregate exceed $100,000. Subsequent to the Balance Sheet Date, Acorn has not incurred any liabilities, debts or obligations other than in the ordinary course of business (and such ordinary course items do not in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto, and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accorda...
Financial Statements; Absence of Undisclosed Liabilities. (a) True and complete copies of the Five Point Financial Statements have been provided to the other parties hereto. The Five Point Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the relevant periods, and present fairly, in all material respects, the financial condition and the results of operations of Five Point LP and its Subsidiary and Five Point Inc. on a combined consolidated basis as of their respective dates or for the periods referred to therein (subject, in the case of interim statements, to the absence of footnotes and normally recurring year-end adjustments which are not material).
(b) The Five Point Entities have no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those that are reflected or reserved against in the most recent balance sheet included in the Five Point Financial Statements, (ii) those that have been incurred in the ordinary course of business since the date of such balance sheet, (iii) those that arise under any Contract to which any of the Five Point Entities is a party as of the date hereof, (iv) those contemplated by, or otherwise incurred in connection with, this Agreement, or (v) such as would not reasonably be expected to have a Five Point Material Adverse Effect.
Financial Statements; Absence of Undisclosed Liabilities. (a) Synchrologic has delivered to Pumatech copies of Synchrologic’s unaudited balance sheet as of July 31, 2003 (the “Most Recent Balance Sheet”) and the related unaudited statements of operations, shareholders’ equity and cash flow for the seven-month period then ended (together with the Most Recent Balance Sheet, the “Synchrologic Interim Financials”) and Synchrologic’s audited balance sheet as of December 31, 2002, and the related audited statements of operations, shareholders’ equity and cash flows for the year ended December 31, 2002, respectively (collectively, the “Synchrologic Financial Statements”).
(b) The Synchrologic Financial Statements are in accordance with the books and records of Synchrologic and present fairly in all material respects, subject, in the case of the Synchrologic Interim Financials, to normal year-end adjustments (which will not be material individually or in the aggregate to Synchrologic and its business), the financial position, results of operations and cash flows of Synchrologic as of their historical dates and for the periods indicated. The Synchrologic Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, subject to, in the case of the Synchrologic Interim Financials, normal year-end adjustments, and the absence of footnotes. Table of Contents
(c) Synchrologic has no material debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Most Recent Balance Sheet, except for those that are subject to normal year-end adjustments, or which may have been incurred after the date of the Most Recent Balance Sheet. Except as set forth on Schedule 3.4(c) of the Synchrologic Disclosure Schedules, all debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet, other than liabilities and obligations incurred in connection with the transactions contemplated by this Agreement, were incurred in the ordinary course of business and are not material both individually and in the aggregate to Synchrologic or its business.
Financial Statements; Absence of Undisclosed Liabilities. (a) Preview has furnished Portland with the audited balance sheet of Preview as of December 31, 1997, and the related audited statements of operations, cash flows and changes in stockholders' equity for the year ended December 31, 1997, and the unaudited balance sheet of Preview as of March 31, 1998, and the related statements of operations, cash flows and changes in stockholders' equity for the three-month period ended March 31, 1998 (the "Preview Financial Statements"). All of such financial statements, including the notes thereto, (i) are in accordance with the respective books of Preview; (ii) have been prepared in accordance with GAAP consistently applied throughout the periods involved except that the unaudited financial statements do not contain footnotes; (iii) present fairly the financial position of Preview as of the respective dates thereof and the results of operations and cash flows of Preview for the respective periods indicated; and (iv) do not reflect any material items of nonrecurring income except as stated therein.
(b) Preview has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that would be required to be reflected in a balance sheet, or in the notes thereto, prepared in accordance with GAAP that were not disclosed or provided for in the Preview Financial Statements or the notes thereto other than liabilities incurred since March 31, 1998, which were incurred in the ordinary course of business and are not individually or in the aggregate, material to Preview's business. All reserves set forth on the Preview Financial Statements or the notes thereto are adequate. There are no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) that are not adequately provided for in the Preview Financial Statements or reflected in the notes thereto.
Financial Statements; Absence of Undisclosed Liabilities. (a) Buyer has been furnished the unaudited balance sheet and related unaudited income statement of the Business of the Target Group (collectively, the “Financial Statements”) for the fiscal quarter ended [***] (the “Balance Sheet Date”); and
(b) The balance sheet included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the financial position of the Target, as of the date thereof, and the income statement included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of operations of the Target for the periods set forth therein, in each case, in accordance with GAAP.
(c) Other than as disclosed on Schedule 4.10(c), there are no Liabilities of the Target Group that are not reflected or reserved against in the Financial Statements, other than Liabilities (i) that are liabilities incurred in the ordinary course of business and consistent with past practices of the Target since the Balance Sheet Date, (ii) that, individually or in the aggregate, would not reasonably be expected to be material to the Target Group taken as a whole, or (iii) arising after the Closing Date or as otherwise expressly contemplated by this Agreement.
(d) The Accounts Receivable have arisen from bona fide transactions entered into by the members of the Target Group from the sale of goods or the rendering of services in the ordinary course of business consistent with past practice. The Accounts Receivable are not subject to any pending (as alleged in writing or otherwise to Seller’s Knowledge) or, to Seller’s Knowledge, threatened, counterclaim, right of offset, returns, allowances or credits, except for reserves for returns, allowances, chargebacks and bad debts that are commercially reasonable and have been determined in accordance with GAAP, consistently applied.
(e) The Accounts Payable arose from bona fide transactions in the ordinary course of business, and all such Accounts Payable have either been paid or are not yet due and payable in the ordinary course of business. No third party has initiated in writing or, to Seller’s Knowledge, initiated orally or threatened to initiate, a Claim regarding any Accounts Payables.
Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of Target's draft audited balance sheet as of December 31, 1998 (the "Most Recent Balance Sheet") and draft audited statements of operations, stockholders' equity and cash flow for the period since inception then-ended (collectively, with the Most Recent Balance Sheet, the "Target Financial Statements").
(b) The Target Financial Statements are complete and in accordance with the books and records of Target and present fairly in all material respects the financial position, results of operations and cash flows of Target as of their historical dates and for the periods indicated. The Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other. The reserves, if any, reflected on the Target Financial Statements are believed by management to be adequate in light of the contingencies with respect to which they were made.
(c) Target has no debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Most Recent Balance Sheet, except for those that may have been incurred after the date of the Most Recent Balance Sheet or that would not reasonably be required, in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, to be included in a balance sheet or the notes thereto. All debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet were incurred in the ordinary course of business (except for liabilities or obligations incurred in connection with the transaction contemplated by this Agreement), and are usual and normal in amount and do not exceed $50,000 individually or $250,000 in aggregate.
Financial Statements; Absence of Undisclosed Liabilities. (a) Section 3.6(a) of the Seller Disclosure Schedules sets forth true and complete copies of (i) the unaudited balance sheet of the Business as of (A) September 30, 2023 and 2022, and (B) March 31, 2024 (the “Balance Sheet Date”), (ii) the unaudited statements of income of the Business for the fiscal years ended September 30, 2023 and 2022, and (iii) the unaudited statements of income of the Business for the six (6)-month period ended March 31, 2024 (clauses (i), (ii) and (iii), collectively, the “Business Financial Statements”).
(b) Except as set forth on Section 3.6(b) of the Seller Disclosure Schedules, the Business Financial Statements (A) have been prepared from the books and records of Seller with respect to the Business in a manner that permits Seller to prepare consolidated financial statements of Seller in accordance with GAAP in all material respects, and (B) fairly present in all material respects the financial condition and results of operations of the Business, in the aggregate, as of the respective dates thereof and for the respective periods covered therein. There has been no change in the accounting principles of the Seller with respect to the Business since the earliest date covered by the Business Financial Statements that is not expressly described therein.
(c) The Business does not have, and the Assumed Liabilities do not include, any Liabilities that would reasonably be expected to result in any claims against, or obligations or liabilities of, the Business or that would be Assumed Liabilities, other than Liabilities that: (i) are reflected in the Business Financial Statements, (ii) were incurred since the Balance Sheet Date in the ordinary course of business, (iii) are incurred in connection with the transactions contemplated by this Agreement or other Transaction Documents or (iv) have not had, or would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect.
(d) Seller maintains and complies, and at all times since September 30, 2021, has maintained and complied, with a system of internal accounting controls sufficient to provide reasonable assurances that transactions of the Business (i) are recorded as necessary to permit Seller to prepare consolidated financial statements of Seller in accordance with GAAP in all material respects and (ii) are executed and the Business is operated in all material respects in accordance with management’s general or specific authorizations. The financ...
Financial Statements; Absence of Undisclosed Liabilities. (a) The Company has made available to the Parent copies of the annual statement of the Insurance Subsidiary as of and for the annual periods ended December 31, 2017, 2018 and 2019 and the quarterly statements for each such annual period and the quarterly statements for the first three (3) calendar quarters of 2020, in each case as filed with the Texas Department of Insurance and together with the exhibits, schedules and notes thereto (collectively, the “Statutory Statements”). The Statutory Statements have been derived from the Books and Records, prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position and results of operations and, if applicable, cash flows of the Insurance Subsidiary, as of their respective dates and for the respective periods covered thereby in accordance with SAP; provided, however, that the Statutory Statements for the first three (3) calendar quarters of 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. All assets that are, or will be, as applicable, reflected as admitted assets on the Statutory Statements, to the extent applicable, comply, or will comply, as applicable, in all material respects with SAP and all Laws applicable to admitted assets.
(b) The Company has made available to the Parent copies of the following financial statements of the Company, in each case together with the exhibits, schedules and notes thereto (collectively, the “Group Companies Financial Statements” and, together with the Statutory Statements, the “Financial Statements”): (i) the audited consolidated financial statements (consisting of a balance sheet, statement of earnings (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the annual periods ended December 31, 2017, 2018 and 2019; and (ii) the unaudited consolidated financial statements (consisting of a balance sheet, statement of income (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the three-month period ended September 30, 2020. The Group Companies Financial Statements (A) have been derived from the Books and Records, (B...
Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to HearMe copies of Target's unaudited balance sheet as of February 29, 2000 (the "MOST RECENT BALANCE SHEET") and statements of operations for the eight-month period then-ended (together with the Most Recent Balance Sheet, the "TARGET INTERIM FINANCIALS") and Target's audited balance sheet as of June 30, 1999, and the related audited statements of operations, stockholders' equity and cash flows for the year ended June 30, 1999 (collectively, the "TARGET FINANCIAL STATEMENTS").
(b) The Target Financial Statements are in accordance with the books and records of Target and present fairly in all material respects the financial position, results of operations and cash flows of Target as of their historical dates and for the periods indicated. The Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. The reserves, if any, reflected on the Target Financial Statements are adequate in light of the contingencies with respect to which they were made.
(c) Target has no material debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Most Recent Balance Sheet, except for those that may have been incurred after the date of the Most Recent Balance Sheet, which were incurred in the ordinary course of business and are not material both individually and in the aggregate to Target or its business.
