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.
(b) From January 1, 2017 to the date of this Agreement, Parent has not received written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority.
Financial Statements and Financial Matters. (a) The (i) audited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of each of December 31, 2022 and December 31, 2023 and the audited consolidated statements of operations, equity and cash flows for each of the 12-month periods then ended, and (ii) unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024 and the unaudited consolidated statements of operations, equity and cash flows for such 10-month period then-ended (collectively, the “Xxxx Xxxxxxx Financial Statements”) have been provided to Shyft. The unaudited consolidated balance sheet of Xxxx Xxxxxxx and its Subsidiaries as of October 31, 2024, is referred to herein as the “Aebi Xxxxxxx Balance Sheet”. The Aebi Xxxxxxx Financial Statements referred to in clause (i) and clause (ii) of the immediately preceding sentence have been prepared based upon the information contained in Aebi Xxxxxxx’x and its Subsidiaries’ books and records, have been prepared in accordance with Swiss GAAP FER, consistently applied throughout the periods indicated (except as may be indicated in the notes thereto, and subject, in the case of unaudited financial statements, to the normal year-end adjustments and to the absence of certain footnotes), and present fairly in all material respects the financial condition and results of operations of Xxxx Xxxxxxx and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein. The books and records of Xxxx Xxxxxxx and its Subsidiaries have been maintained in all material respects in compliance with applicable legal and accounting requirements.
(b) Aebi Xxxxxxx and its Subsidiaries have established and maintain a system of internal controls. Such internal controls are reasonably designed to provide reasonable assurance regarding the reliability of Xxxx Xxxxxxx’x financial reporting and the preparation of Xxxx Xxxxxxx’x financial statements for external purposes in accordance with Swiss GAAP FER. Xxxx Xxxxxxx’x principal executive officer and principal financial officer have disclosed, based on their most recent evaluation of such internal controls prior to the date of this Agreement, to Xxxx Xxxxxxx’x auditors and the audit committee of the Board of Directors of Xxxx Xxxxxxx (i) all significant deficiencies and material weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect in any material respect Xxxx Xxxxxxx’x ability to record, process, summar...
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) 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).
(b) From January 1, 2018 to the date of this Agreement, Parent has not received written notice from the SEC, the FCA, the FRC, Companies House or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC, the FCA, the FRC, Companies House or any other Governmental Authority.
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).
(b) From January 1, 2018 to the date of this Agreement, the Company has not received written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority.
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 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 IFRS 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). Such consolidated financial statements have been prepared in all material respects from the books and records of the Company and its Subsidiaries.
(b) From the Reference Date to the date of this Agreement, the Company has not received written notice from the SEC, the FCA, the FRC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC, the FCA, the FRC or any other Governmental Authority. Since January 31, 2024, to the date of this Agreement, neither the Company nor any Subsidiary of the Company has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary of the Company or their respective internal accounting controls.
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. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included or incorporated by reference in Parent SEC Documents (or, if any such Parent SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Parent 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 Parent Group 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). Such consolidated financial statements have been prepared in all material respects from the books and records of the Parent Group.
(b) From the Reference Date to the date of this Agreement, Xxxxxx has not received written notice from the SEC or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Authority. Since the Reference Date to the date of this Agreement, neither Parent nor any Subsidiary of Parent has received any material, unresolved complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or their respective internal accounting controls.
Financial Statements and Financial Matters. (a) Sellers have provided Buyer copies of (i) the audited consolidated financial statements of the Company and the Company Subsidiaries at and for the fiscal years ended June 2, 2013 and June 1, 2014 (the “Financial Statements”) and (ii) the unaudited consolidated interim balance sheet and statement of income of the Company and the Company Subsidiaries at and for the twelve 4-week periods ended May 3, 2015 (the “Interim Financial Statements”). The Interim Financial Statements include the consolidated balance sheet of the Company and the Company Subsidiaries at May 3, 2015 (the “Balance Sheet”). The Financial Statements and Interim Financial Statements are accurate and complete in all material respects and present fairly, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries at the dates indicated therein and the consolidated results of operations of the Company and the Company Subsidiaries for the periods then ended. The Financial Statements and Interim Financial Statements were prepared in accordance with GAAP in all material respects (except as set forth on Schedule 2.2(a), for the absence of footnotes and subject to audit adjustments, year-end adjustments and any other adjustments described therein). Notwithstanding the foregoing, any inaccuracy with respect to items included in the Financial Statements or the Interim Financial Statements that arises solely from or relates solely to the Excluded Assets, Excluded Liabilities or the Excluded Business shall not be deemed to be a breach of this Section 2.2(a).
(b) At Closing, neither the Company nor any Acquired Subsidiary will have any liabilities required under GAAP to be reflected on a consolidated balance sheet of the Company and the Acquired Subsidiaries prepared in accordance with GAAP, except for liabilities: (i) reflected or reserved for on the Balance Sheet; (ii) disclosed or reflected in any notes thereto or the Disclosure Schedule; (iii) incurred in the Ordinary Course of Business since the date of the Balance Sheet; (iv) taken into account in the calculation of Final Closing Date Net Working Capital; or (v) Excluded Liabilities.
(c) As of Closing, no Seller or any of their respective Affiliates (other than the Company or any Acquired Subsidiary) will have any outstanding indebtedness to the Company or any Acquired Subsidiary, and neither the Company nor any Acquired Subsidiary will have any outstanding indebtedness to any Seller or any of their...
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.
(b) Since January 1, 2018, Parent has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by IFRS, SEC rule or policy or Applicable Law.
(c) Since January 1, 2018, Parent has not received written notice from the SEC, the FRC, Companies House or any other Governmental Authority indicating that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC, the FRC, Companies House or any other Governmental Authority.
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.
(b) As of the Closing, the Company will have established and maintain a system of internal accounting controls designed to provide reasonable assurances (i) that transactions, receipts and expenditures of the SiC Entities are being executed and made only in accordance with appropriate authorizations, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP, and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the SiC Entities and (iv) that the amount recorded for assets on the books and records of the SiC Entities is compared with the existing assets at reasonable intervals and app...
