Financial Statements; Accounts Receivable. (a) The Company’s: (i) Form 10-KSB for the year ended December 31, 2005, as filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2006; and (ii) unaudited balance sheet, statements of operations, shareholders’ equity and cash flow as of and for the three months ended March 31, 2006 (the “Balance Sheet Date”), complete and correct copies of which are attached hereto as Schedule 3.5(a) (collectively, the “Financial Statements”), present fairly the financial position of the Company as of such dates and the results of operations for the periods covered thereby (subject, in the case of the interim financial statements, to year-end audit adjustments) and have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), except as to the absence of footnotes thereto. Specifically, but not by way of limitation, (x) the balance sheets or notes thereto disclose all of the debts, liabilities and obligations of any nature of the Company properly accrued at December 31, 2005 and at the Balance Sheet Date which, individually or in the aggregate, are material and which in accordance with GAAP would be required to be disclosed in such balance sheets, and the omission of which would, in the aggregate, have a Material Adverse Effect on the Company; (y) except as set forth on Schedule 3.5(a), the Company does not have any off-balance sheet arrangements or transactions; and (z) the Financial Statements include appropriate reserves for all taxes and other liabilities accrued at such date but not yet payable.
(b) All accounts receivable of the Company referenced in the Financial Statements (except such accounts receivable as have been collected since such date) are valid and enforceable claims, and the goods and services sold and delivered which gave rise to such accounts were sold and delivered in conformity with the applicable purchase orders, payor contracts, agreements and specifications. Such accounts receivable are subject to no valid defense or offsets. The Company’s uncollectible accounts will not exceed the reserves for doubtful accounts.
Financial Statements; Accounts Receivable. (a) The Company has delivered to the Buyer true, complete and accurate copies of the following financial statements, attached as Schedule 4.09(a) hereto:
(i) audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2011 and audited consolidated statements of operations, shareholder’s equity, and cash flows for the fiscal year then ended (collectively, the “Audited Financial Statements”); and
(ii) unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2012 (the “Latest Balance Sheet”) and the related statements of operations and cash flows for the fiscal year then ended (collectively, the “Unaudited Financial Statements”). The Audited Financial Statements together with the Unaudited Financial Statements are referred to herein as the “Financial Statements.”
(b) The Audited Financial Statements have been prepared in accordance with GAAP applied consistently during the periods covered thereby, and present fairly in all material respects the financial condition of the relevant entities at the dates of said statements and the results of their operations and cash flows for the periods covered thereby. The Unaudited Financial Statements have been prepared in accordance with GAAP applied consistently during the period covered thereby, and present fairly in all material respects the financial condition of the Company and the Subsidiaries at the date of such statements and the results of their operations and cash flows for the period covered thereby, except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments.
(c) Except as set forth on Schedule 4.09(c) hereto, since the date of the Latest Balance Sheet, neither the Company nor any of the Subsidiaries has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) the Liabilities reflected or reserved against on the Latest Balance Sheet (including all notes thereto); (ii) Liabilities incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet; (iii) Company Transaction Expenses incurred in connection with the Transactions; and (iv) Liabilities which, individually are less than $25,000 and, in the aggregate, are less than $100,000.
(d) Since the date of the Audited Financial Statements, there has been no materia...
Financial Statements; Accounts Receivable. Customers
(a) SCHLUMBERGER has heretofore delivered, or will deliver, to the BUYER the Base Balance Sheet of the RPS Business, and the balance sheet, combined statements of income and cash flows of the RPS Business for the years ended on December 31, 1995, 1996 and 1997, all certified and audited by Price Waterhouse, independent certified public accountants, whose reports thereon are included therein. Such pro forma combined balance sheets and the notes thereto are true, complete and accurate and fairly present the pro forma consolidated assets, liabilities and financial condition of the RPS Business as at the respective dates thereof, and such combined statements of income and cash flows and the notes thereto are true, complete and accurate and fairly present the results of operations for the periods therein referred to, all in accordance with US GAAP and the Accounting Principles, except for reserves relating to outstanding litigation of the RPS Business in France, the United States of America, Russia, the Czech Republic, the United Kingdom and Italy (but solely relating to the RPS Business of the Italian Selling Subsidiary).
(b) The accounts receivable shown on the Base Balance Sheet and all accounts receivable acquired or generated by each Acquired Company and each Acquired RPS Activity since December 31, 1997 (the "Receivables"), are bona fide receivables and represent amounts due with respect to actual transactions entered into in the ordinary course of business and are collectible at their recorded amounts within 250 days from the date of the Closing and are legal, valid and binding obligations of their account obligors; provided, however, that SCHLUMBERGER makes no representation as to the collectability of any Receivable should the account obligor be declared, voluntarily or involuntarily, bankrupt or be involved in a bankruptcy or similar type proceeding or be subject to any judicially imposed stay of payments after the Closing. Those Receivables reflected on the Acquisition Balance Sheet have been so reflected in accordance with the Accounting Principles. No account has been assigned or pledged to any other person and except as set forth in Schedule 5.6 no defense or setoff to any such account has been asserted in writing by an account obligor. The representations and warranties contained in this Section 5.6(b) are not given in respect of RPS intra-company agreements, to which management principles apply.
(c) Except ongoing purchases or sales, a...
Financial Statements; Accounts Receivable. Quantime has previously delivered to SPSS true and correct copies of the combined audited balance sheets of Quantime and the Subsidiary, as of March 31, 1997 and the related audited statements of income, statements of retained earnings and statements of changes in cash flows for the periods ending on such dates (collectively, the "Financial Statements"). Except as disclosed on Schedule 5.7, the Financial Statements (i) have been prepared in accordance with the generally accepted accounting principles commonly used in England applied on a consistent basis and comply with the Companies Xxx 0000 of England, are correct and complete and are in accordance with the books and records of Quantime and the Subsidiary, (ii) present fairly the financial position and condition of Quantime and the Subsidiary and the related results of operations as at the dates and for the periods then ended (subject to customary year-end adjustments, which adjustments shall not be material in kind or amount and adjustments resulting from fluctuations in currency exchange rates) and (iii) contain no material misstatements or omissions which under such generally accepted accounting principles would be required to be disclosed for financial statement purposes. Subject to applicable reserves for bad debts shown on Quantime's and Subsidiary's latest balance sheet(s) included in the Financial Statements, as such reserves are adjusted from the date thereof in the ordinary course of business (and subject to customary year-end adjustments, which adjustments shall not be material in kind or amount and adjustments resulting from fluctuations in currency exchange rates), and except as set forth in Schedule 5.7 hereto, all accounts and notes receivable reflected on the balance sheet(s) are, and to the best of Quantime Insiders' knowledge all accounts and notes receivable subsequently accruing to the Closing Date will be, (a) valid, genuine and subsisting, (b) subject to no known defenses, set-offs or counterclaims and (c) current and collectible.
Financial Statements; Accounts Receivable. (a) Attached hereto as the Financial Statements Schedule are true and correct copies of the following financial statements:
(i) the audited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2003 (the “Last Audited Balance Sheet”), and September 30, 2002, and the related consolidated statements of income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows (and the accompanying notes thereto) for the fiscal years then ended;
(ii) the audited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2001, and the related consolidated statement of income, consolidated statement of changes in stockholders’ equity and consolidated statement of cash flows (and the accompanying notes thereto) for the period from March 2, 2001, through September 30, 2001; and
(iii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of November 30, 2003 (the “Latest Balance Sheet”), and the related consolidated statements of operations and cash flows for the two-month period then ended. Each of the foregoing financial statements (including in all cases the notes thereto, if any) is accurate and complete in all material respects, is consistent with the books and records of the Company and its Subsidiaries (which, in turn, are accurate and complete in all material respects) and fairly presents, in all material respects, the financial condition and operating results and cash flows of the Company and its Subsidiaries. Each of the foregoing financial statements (including in all cases the notes thereto, if any) (x) has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, subject in the case of the unaudited financial statements to the absence of note disclosures (none of which note disclosures would, alone or in the aggregate, if made in accordance with GAAP be materially adverse to the financial condition, results of operations or cash flow of the Company and its Subsidiaries taken as a whole), and (y) in the case of the financial statements described in Section 8.5(a)(i) above, has been prepared in accordance with the requirements of Regulation S-X of the Securities Act of 1933, as amended.
(b) All accounts receivable reflected on the Latest Balance Sheet represent bona fide sales arising in the ordinary course of business.
Financial Statements; Accounts Receivable. (a) Schedule 3.7 contains true and accurate copies of the following financial statements (collectively, the “Financial Statements”): (i) the unaudited consolidated balance sheets of React as of December 31, 2018 and December 31, 2019 (the “2019 Balance Sheet”), (ii) the unaudited consolidated statement of income of React for the fiscal years ended December 31, 2018 and December 31, 2019 (the “Balance Sheet Date”), and (iii) a statement setting forth Seller’s good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated consolidated balance sheet of React as of the estimated Effective Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement” ) prepared in accordance with GAAP, applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared as of a fiscal year end. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, and fairly present in all material respects the consolidated financial position and the consolidated results of operations, as the case may be, of React as of the dates and for the periods set forth therein and have been derived from and are based on the books and records (including accounting records) of Seller or its Affiliate and represent only actual, bona fide transactions. React maintains a standard system of accounting established and administered in accordance with GAAP.
(b) All accounts receivable of React (net of the allowances for doubtful accounts set forth in the 2019 Balance Sheet) represent bona fide claims and were earned by performance in the ordinary course of business and, to Seller’s and the Companies’ Knowledge, are subject to no valid defense, offset or counterclaim. To Seller’s and the Companies’ Knowledge, all accounts payable of React arose in the ordinary course of business and represent only actual, bona fide transactions.
(c) The Companies have no Liabilities, except (i) those which are adequately reflected or reserved against in the 2019 Balance Sheet as of the Balance Sheet Date,...
Financial Statements; Accounts Receivable. True and complete copies of GuangMing’s unaudited consolidated financial statements consisting of the most recent balance sheet of the GuangMing and the related statements of income and retained earnings, stockholders’ equity and cash flow (the “Financial Statements”), have been or will be provided to Purchaser. The Financial Statements are true, complete and correct and have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The Financial Statements are based on the books and records of the GuangMing, and fairly present the financial condition of GuangMing as of the respective dates they were prepared and the results of the operations of GuangMing for the periods indicated. The consolidated balance sheet of GuangMing is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.” GuangMing will also provide to Purchaser a true and correct list of all accounts receivable and unbilled receivables (for services performed prior to Closing) of the Company or any affiliated entity (“Accounts Receivable”) as of the Balance Sheet Date. All Accounts Receivable as of the Balance Sheet Date (other than those paid since such date) and that have arisen since the Balance Sheet Date represent valid obligations and are not subject to any setoffs or counterclaims of which GuangMing has knowledge.
Financial Statements; Accounts Receivable. (a) Attached as Section 3.9 to the Disclosure Schedule are true, complete and correct copies of (i) Seller's audited consolidated balance sheets, statements of income, and cash flow for the fiscal years ended June 30, 1997, June 30, 1998, and June 30, 1999, (ii) the Acquisition Balance Sheet, and (iii) Seller's unaudited consolidated balance sheets, statements of income and cash flow for the fiscal year ended June 30, 2000 (the items in the foregoing (i), (ii) and (iii) being collectively, the "Seller Financial Statements"). The Seller Financial Statements (including the notes thereto) and the Acquisition Balance Sheet have been prepared in accordance with GAAP (as defined in Section 10.16) consistently applied, and fairly present the financial condition of Seller. Since the dates of the Seller Financial Statements and the Acquisition Balance Sheet, there have been no material changes in Seller's accounting policies. The revenues of Seller and its subsidiaries for the six month period ended December 31, 1999, were not less than Three Million Forty-Five Thousand and 00/100 U.S. Dollars ($3,045,000.00) and the operating profit of Seller and its subsidiaries for the six month period ended December 31, 1999, was not less than Four Hundred Twenty-Five Thousand and 00/100 U.S. Dollars ($425,000.00) (before write-off of offering costs relating to the rights offering for 9,941,624 shares of common stock commenced by Seller and filed with the SEC on Form S-1 on April 20, 1999 and on Form SB-2 on July 7, 1999).
(b) Attached to Section 3.9 of the Disclosure Schedule is a summary dated as of July 12, 2000, of the Accounts Receivable, which includes an aging of all accounts and notes receivable showing amounts due in 30-day aging categories. All Accounts Receivable represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. The Accounts Receivable are current and collectible net of any respective reserves shown on Seller's and its subsidiaries books and records (which reserves are adequate and calculated consistent with past practice). Subject to such reserves, each of the Accounts Receivable is of such a character that it will be collectible in full, without any set-off, within one hundred twenty (120) days after the day on which it first became due and payable. There is no contest, claim, or right of set-off under any contract with any obligor of an Account Receivable relating to the amount or validi...
Financial Statements; Accounts Receivable. 10 3.4 Licenses.......................................................................................10 3.5
Financial Statements; Accounts Receivable. (a) Schedule 3.3(a) hereto consists of true, correct and complete copies of the Seller's audited financial statements for the years ended December 31, 1997, 1996 and 1995, and the unaudited financial statements of Seller for the three (3) months ended March 31, 1998 (collectively the "Financial Statements"). The Financial Statements have been prepared from and are in accordance with the books and records of Seller; are true, complete and accurate in all material respects, and fairly present the financial position of the Seller as of the dates and for the periods indicated, in each case in accordance with GAAP consistently applied during such periods. Any financial statements of Seller prepared as of a date after March 31, 1998 and delivered to Buyer pursuant to this Agreement shall be subject to and prepared in accordance with the preceding representations and the standards set forth therein.
(b) Schedule 3.3(b) hereto consists of true, correct and complete copies of the Hospital's unaudited financial statements for the year ended December 31, 1997, and the unaudited financial statements of the Hospital for the three (3) months ended March 31, 1998 (collectively, the "Hospital Financial Statements"). The Hospital Financial Statements have been prepared from and are in accordance with the books and records of the Hospital and Seller; are true, complete and accurate in all material respects and fairly present the financial position of the Hospital as of the dates and for the periods indicated, in each case in accordance with GAAP except as otherwise described in Schedule 3.3(c) and consistently applied during such periods. Any financial statements of the Hospital prepared as of a date after March 31, 1998 and delivered to Buyer pursuant to this Agreement shall be subject to and prepared in accordance with the preceding representations and the standards set forth therein.
