Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated by reference in the Parent SEC Documents present fairly in all material respects, in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal, recurring and immaterial year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared from, and are in accordance with, the books and records of Parent and its Subsidiaries.
Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included or incorporated by reference in the Company SEC Documents (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company SEC Document) present fairly in all material respects, in conformity with GAAP applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in each case, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements).
Financial Statements and Financial Matters. The consolidated financial statements (including all related notes and schedules) of Parent included in or incorporated by reference into the Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of Parent, as of the respective dates thereof, and the consolidated results of its operations and its consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP (except, in the case of the unaudited statements, subject to normal year-end audit adjustments and the absence of footnote disclosure, the effect of which shall not be material) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) have been prepared from and are in accordance with, in all material respects, the books and records of Parent and its Subsidiaries. The books and records of Parent and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. As of the date of this Agreement, Ernst & Young LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Financial Statements and Financial Matters. (e) Attached hereto as Schedule 2.2(a) are copies of: (i) the audited consolidated financial statements of Xxxxx Company, the Companies and the Non-Company Affiliates, including a consolidating balance sheet and a consolidating statement of income, as of and for the fiscal years ended December 31, 2014 and December 31, 2013 (the “Audited Financial Statements”); (ii) a pro forma unaudited consolidated balance sheet and a pro forma unaudited consolidated statement of income of the Business, derived from the consolidating balance sheet and the consolidating statement of income included in the Audited Financial Statements, as of and for the fiscal year ended December 31, 2014 (the “Pro Forma Financial Statements”); and (iii) a pro forma unaudited interim consolidated balance sheet and a pro forma unaudited interim consolidated statement of income of the Business as of and for the nine-month period ended September 30, 2015 (the “Interim Financial Statements” and the pro forma unaudited interim consolidated balance sheet included therein, the “Balance Sheet”). Except as set forth on Schedule 2.2(a), the Audited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the consolidated financial position of Xxxxx Company, the Companies and the Non-Company Affiliates for the periods covered thereby. Except as set forth on Schedule 2.2(a), the Pro Forma Financial Statements and the Interim Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the consolidated financial position of the Business for the periods covered thereby, except that the Pro Forma Financial Statements and the Interim Financial Statements lack footnotes and other presentation items required by GAAP and the Interim Financial Statements are subject to normal year-end adjustments, none of which, individually or in the aggregate, would reasonably be expected to result in a material adverse adjustment to, or have a material adverse impact on, the financial condition or results of operations of the Companies taken as a whole.
Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated by reference in the Parent Public Documents (or, if any such Parent Public Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Parent Public Document) (i) present fairly in all material respects, in conformity with IFRS applied on a consistent basis during the periods presented (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in each case, to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements), (ii) comply as to form in all material respects with applicable accounting requirements and Applicable Law with respect thereto and (iii) have been prepared in a manner consistent with the books and records of Parent and its Subsidiaries, which are maintained in all material respects in accordance with IFRS (to the extent applicable) and any other applicable legal and accounting requirements and are true and complete in all material respects.
Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated by reference in the Parent SEC Documents complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, present fairly in all material respects, in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal, recurring and immaterial year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared from, and are in accordance with, the books and records of Parent and its Subsidiaries.
Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements (including, in each case, any notes thereto) of Parent included or incorporated by reference in the Parent SEC Documents complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, present fairly in all material respects, in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal, recurring and immaterial year-end audit adjustments in the case of any unaudited interim financial statements). Such consolidated financial statements have been prepared from, and are in accordance with, in all material respects, the books and records of Parent and its Subsidiaries.
Financial Statements and Financial Matters. 4.8.1. The consolidated financial statements of Corel (including any related notes) included in any Corel Public Disclosure Documents (1) have been prepared in accordance with Canadian generally accepted accounting principles applied on a consistent basis during the periods involved and have been reconciled to United States generally accepted accounting principles applied on a consistent basis during the periods involved, (2) comply in all material respects with the requirements of applicable Securities Laws and (3) fairly present, in all material respects, the consolidated financial position of Corel and the results of operations, changes in shareholders' equity and changes in cash flows of Corel on a consolidated basis as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of unaudited financial statements, to normal recurring year end adjustments, none of which will be material.
Financial Statements and Financial Matters. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included or incorporated by reference in the Company SEC Documents fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements).
Financial Statements and Financial Matters. (a) The Company has made available to the Investor the following (collectively, the “Financial Statements”): the unaudited combined balance sheets of the SiC Business as of June 30, 2023 and June 30, 2022 for the twelve (12)-month period then ended, and the related combined statements of earnings (loss), comprehensive earnings (loss), equity and cash flows as of June 30, 2023 and June 30, 2022, and the related notes thereto. The Financial Statements, which have been derived from the accounting books and records of the SiC Business, were prepared in accordance with GAAP, applied on a consistent basis throughout the periods presented, and fairly present in all material respects the combined financial position and the combined results of operations of the SiC Business, as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, with respect to unaudited or interim financial statements, subject to adjustments (none of which is expected to be material) and the absence of footnote disclosures; provided that the Financial Statements and the foregoing representations and warranties are qualified by the fact that (A) the SiC Business has not operated on a separate standalone basis and historically been reported within Coherent’s and its Affiliates’ consolidated financial statements, (B) the Financial Statements assume certain allocated charges which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the SiC Business would incur on a standalone basis and (C) the Financial Statements are not necessarily indicative of what the results of operations, financial position and cash flows of the SiC Business will be in the future.
