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.
Financial Statements; Accounts Receivable. (a) The Company has made available to Purchaser true and complete copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2007 and 2006 and the related audited consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, together with any notes thereon (the “Audited Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at December 31, 2008 for the twelve month period then ended (the “2008 Unaudited Statements”), and (iii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at February 28, 2009 (the “Interim Balance Sheet”) and the related unaudited consolidated statement of income for the 2-month period then ended (collectively with the Interim Balance Sheet, the “Interim Financial Statements”). The Audited Financial Statements, the 2008 Unaudited Statements and the Interim Financial Statements have each been prepared in accordance with GAAP consistently applied throughout the periods indicated, and fairly and accurately present in all material respects the financial position of the Company and its Subsidiaries as at the respective dates thereof and for the periods therein referred to except that the 2008 Unaudited Statements and the Interim Financial Statements do not include the type of notes that would customarily be included in a year-end financial statement prepared in accordance with GAAP. Since the period covered by the Interim Financial Statements, there has not been any fact, circumstance, or event which, individually or in the aggregate, has had a Material Adverse Effect on the Company.
Financial Statements; Accounts Receivable. (a) The Company has delivered to IOI (i) copies of the unaudited balance sheets of the Company as of December 31, 1999, together with the related unaudited statements of income, shareholders' equity and changes in cash flow for the fiscal year ended December 31, 1999, and the notes thereto, and (ii) copies of the unaudited balance sheet of the Company, as of June 30, 2000 (the "COMPANY INTERIM BALANCE SHEET"), together with the related unaudited consolidated statements of income and changes in cash flow for the six-month period ended on such date (such financial statements and unaudited interim financial statements being hereinafter referred to as the "COMPANY FINANCIAL STATEMENTS"). The Company Financial Statements, including the notes thereto, present fairly in all material respects the financial position, results of operations and changes in cash flow of the Company as of such dates and for the periods then ended (subject, in the case of the unaudited interim Company Financial Statements, to normal year-end audit adjustments, which are not in the aggregate material, and the absence of notes).
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. 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. (i) True, accurate and complete copies of the audited balance sheets of the Company as of the last day of the three most recently completed fiscal years of the Company, together with the related audited statements of operations, stockholders’ equity and comprehensive loss and cash flows for such fiscal years and the notes with respect thereto, together with unaudited balance sheets and statements of operations through January 31, 2005 (collectively, “Parent Financial Statements”), are set forth on Disclosure Schedule 4.01(h). The Parent Financial Statements (a) were prepared in accordance with U.S. GAAP throughout the periods indicated (subject, in the case of the interim statements, to customary year end adjustments which are not material in amount), (b) present fairly the financial position, results of operations and changes in cash flows of the Parent as of such dates and for the periods then ended, (c) are true, accurate and complete and in accordance with the books and records of the Parent, and (d) can be reconciled with the financial statements and the financial records maintained and the accounting methods applied by the Parent for Income Tax purposes. Except as set forth in the Parent Financial Statements or the notes thereto, the Parent does not have any material liabilities or obligations (whether accrued, contingent or otherwise) required to be set forth in financial statements prepared in accordance with U.S. GAAP.
Financial Statements; Accounts Receivable. (a) Schedule 4.16(a) sets forth true, correct and complete copies of the balance sheet (the "Balance Sheet") and statement of income for the Company's fiscal years ending December 31, 1997 and December 31, 1998 and the balance sheet and the interim statement of income for the period ended on June 30, 1999, as prepared by management of the Company. Such financial statements have not been prepared in accordance with GAAP.
Financial Statements; Accounts Receivable. (a) Seller has delivered to Buyer the unaudited balance sheet of Seller as of December 31, 2014 and December 31, 2015 and the related statements of income and cash flow for the fiscal years of Seller ended on such dates (the "Financial Statements"). The Financial Statements are consistent with the books and records of Seller (which, in turn, are accurate and complete in all material respects). Except as set forth on Exhibit 4.9(a), the Financial Statements were prepared in accordance with United States generally accepted accounting principles, and present fairly the financial condition and operating results of Seller as of the dates and during the periods indicated therein. Except as set forth on Exhibit 4.9(a), Seller has no liability of any nature (whether accrued, absolute, determined, determinable, contingent or otherwise), and Seller has no knowledge of any existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, except those liabilities specifically reflected or reserved in the Financial Statements.
Financial Statements; Accounts Receivable. (a) Seller has furnished Purchaser with (i) a draft of the audited balance sheet of the Company (the "Balance Sheet") as of December 31, 2003 (the "Balance Sheet Date") and the related audited statements of operations, shareholders' equity and cash flows for the year then ended, together with a draft certification by BDO, (ii) a draft of the audited statements of operations, shareholders' equity and cash flows for the one (1) month ended December 31, 2002, together with a draft certification by BDO ((i) and (ii) collectively, the "Draft Financial Statements"). In addition, Seller has furnished Purchaser with the unaudited balance sheet of the Company as at January 31, 2004 and the related unaudited statements of operations, shareholders' equity and cash flows for the one (1) month then ended. The unaudited balance sheet of the Company as at January 31, 2004 (the "Unaudited Balance Sheet Date") is hereinafter referred to as the "Unaudited Balance Sheet". The financial statements referred to above, including the footnotes thereto, (i) except as described therein or, with respect to the Draft Financial Statement, as set forth in Schedule 3.7(a), have been prepared in accordance with GAAP consistently applied throughout the periods indicated, subject, in the case of the Unaudited Balance Sheet and the unaudited statements of operations, shareholder' equity and cash flows for the one (1) month ended January 31, 2004, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet) and (ii) are consistent with the Books and Records of the Company.
Financial Statements; Accounts Receivable. Clear Software has previously delivered to SPSS true and correct copies of the unaudited balance sheets of Clear Software as of December 31, 1995 and June 30, 1996 and the related unaudited statements of income, statements of retained earnings and statements of changes in financial position for the periods ending on such dates (collectively, the "Financial Statements"). The Financial Statements (i) have been prepared in accordance with the method used for federal income tax purposes under the Code, which recognizes income and expense under the rules used for the preparation of federal income tax returns under the Code, with Clear Software being a cash basis taxpayer, (ii) are correct and complete and are in accordance with the books and records of Clear Software, in all material respects and (iii) present fairly in all material respects the financial position and condition of Clear Software and the related results of operations as at the dates and for the periods then ended (subject to customary year-end adjustments, which adjustments are not material in kind or amount, it being understood that neither (ii) nor (iii) above shall imply that the Financial Statements are intended to present financial position and results of operations in conformity with generally accepted accounting principles. Subject to a reserve for bad debts not exceeding 10% of the receivables shown on Clear Software's latest balance sheets included in the Financial Statements, all accounts and notes receivable reflected on the balance sheets are, and all accounts and notes receivable subsequently accruing to the Effective Date will be, (a) valid, genuine and subsisting, (b) subject to no known defenses, set-offs or counterclaims and (c) current and collectible.
