Financial Statements; Accounting Matters. The consolidated balance sheets and the related consolidated statements of earnings, stockholders' equity and cash flows (including the related notes thereto) of the Company included in or incorporated by reference in the Company Filed SEC Reports complied, or will comply, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared, or will be prepared, in accordance with GAAP applied on a basis consistent with prior periods (except as otherwise noted therein), and presented fairly, or will present fairly, the financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and except that the unaudited interim financial statements do not contain all of the footnote disclosure required by GAAP). Notwithstanding the foregoing, no representations or warranties are made regarding any forecast, projections or budgets relating to the Company or its Subsidiaries.
Financial Statements; Accounting Matters. (a) The consolidated balance sheets and the related consolidated statements of earnings, stockholders' equity and cash flows (including the related notes thereto) of the Company included in the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except as otherwise noted therein), and present fairly the financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and except that the unaudited interim financial statements do not contain all of the footnote disclosure required by generally accepted accounting principles).
(b) Neither the Company nor, to the actual knowledge of the Company's officers, any of its affiliates, has taken or agreed to take any action that would jeopardize the qualification of the Merger as a reorganization within the meaning of Section 368(a) of the Code and the Company has no reason to believe that the Merger will not qualify as "pooling of interests" for accounting purposes.
Financial Statements; Accounting Matters. (a) Each Group Company has timely filed with or furnished to each applicable Governmental Authority all forms, reports, schedules, statements and other documents (collectively, the “Company Disclosure Documents”) required to be filed or furnished by it under the applicable provisions of the Chilean Securities Market Law, the regulations promulgated by the SVS, the Chilean Companies Law and the Exchange Act that require disclosure for the benefit of investors or stockholders (the “Market Disclosure Requirements”). Each of the Company Disclosure Documents, when filed, complied in all material respects with the applicable Market Disclosure Requirements. None of the Company Disclosure Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Group Company other than the Company is required to make any filings with the SVS, the SEC, the Xxxxxxxx Stock Exchange or any other stock exchange.
(b) The consolidated financial statements of the Company and its Subsidiaries (i) that were included in the Company Disclosure Documents, and (ii) that were made available to Alpine through the Virtual Data Room, in each case including all related notes, comply in all material respects with applicable accounting and other requirements of the Market Disclosure Requirements, were prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be set forth in the notes thereto and subject, in the case of the unaudited statements, to normal, recurring audit adjustments not material in amount) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods indicated.
(c) All accounts receivable of each Group Company are current and arose from valid transactions in the ordinary course of business with unrelated third parties except for amounts reserved for accounts receivable in the Financial Statements. All Inventory of each Group Company is usable and saleable in the ordinary course of business except (i) for amounts reserved for Inventory in the Financial Statements and (ii) as set forth on Section 3.04(c) of the Stockholder’s Disclosure Schedule. No Group Company ...
Financial Statements; Accounting Matters. The statements of financial position and the related statements of revenues and expenses, stockholders’ equity and cash flows (including the related notes and schedules thereto) of the Company included in or incorporated by reference into the Company SEC Reports complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. GAAP applied on a basis consistent with prior periods (except as otherwise noted therein or in Section 6.8 of the Company Disclosure Schedule), and present fairly the financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments in amounts that are not, individually or in the aggregate, material and except that the unaudited interim financial statements do not contain all of the footnote disclosures required by U.S. GAAP). Except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations (including Tax liabilities) (whether absolute, accrued, contingent or otherwise), other than liabilities or obligations incurred in the ordinary course of business since December 31, 2005, liabilities or obligations under this Agreement, or liabilities or obligations, that, individually or in the aggregate, would not reasonably be expected to materially impair the ability of the Surviving Company to conduct the businesses of the Company and its Subsidiaries substantially in the manner conducted on the date hereof.
Financial Statements; Accounting Matters. (a) Attached hereto as Schedule 5.7 are the audited consolidated financial statements of the Company and the Subsidiaries for the years ended December 31, 1996 and 1997, together with the reports thereon of Ernst & Young LLP and the unaudited interim financial statements for the Company's most recent interim period ended September 30, 1998, which reflect the results of operations and financial condition of the Company for such periods and at such dates (collectively with any interim financial statements delivered to RCG in accordance with Section 8.3(x) of this Agreement, the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied except for (i) the omission of notes to unaudited interim Financial Statements, and (ii) the fact that unaudited interim Financial Statements are subject to normal and customary year-end adjustments which, in the aggregate, will not be material. Except as specifically set forth in Schedule 5.7, the Financial Statements present fairly the financial position of the Company as of the dates indicated and present fairly the results of the Company's and the Subsidiaries' consolidated operations for the periods then ended, and are in accordance with the books and records of the Company and the Subsidiaries, which have been properly maintained and are complete and correct in all material respects.
(b) To the knowledge of the Company, neither the Company nor any of its Affiliates has taken or agreed to take any action (including but not limited to any action in connection with any Company equity compensation plan or any agreement thereunder) that would prevent the Merger from being accounted for as a "pooling of interests," and the Company has no reason to believe that the Merger will not qualify to be accounted
Financial Statements; Accounting Matters. 17 6.8 Absence of Certain Changes.....................................17 6.9 Proxy Statement; S-4 Registration Statement....................17 6.10 Litigation....................................................18 6.11 Taxes.........................................................18 6.12
Financial Statements; Accounting Matters. The statements of financial position and the related statements of revenues and expenses, stockholders' equity and cash flows (including the related notes thereto) of the Company included in the Company SEC Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except as otherwise noted therein), and present fairly the financial position of the Company as of their respective dates, and the consolidated results of its operations and its cash flows for the periods presented therein (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments and except that the unaudited interim financial statements do not contain all of the footnote disclosure required by generally accepted accounting principles). The total amount of indebtedness of the Company and its Subsidiaries for borrowed money, as of February 27, 1998 was $86,550,000.
Financial Statements; Accounting Matters. 17 6.8 Absence of Certain Changes . . . . . . . . . . . . . 17 6.9 Proxy Statement; S-4 Registration Statement. . . . .
Financial Statements; Accounting Matters. 11 6.9 Proxy Statement; S-4 Registration Statement......................................................12
Financial Statements; Accounting Matters. 18 7.8 Proxy Statement; S-4 Registration Statement......................................................18 7.9 Litigation.......................................................................................19 7.10 Taxes............................................................................................19 7.11 Environmental Laws and Regulations...............................................................19 7.12
