Financial Statements and Liabilities. 3.1 Except as set forth in the notes thereto, the audited annual financial statements of the Seller Group Members have been prepared in accordance with all Applicable Laws with IFRS consistently applied, and they present a true and correct view of the financial position (including the assets and liabilities), results of operations (including the profits and losses) and cash flows of the Seller Group Members as at the dates and for the periods indicated therein.
Financial Statements and Liabilities. (a) As of their respective dates, the financial statements of the Company included in the 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. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Financial Statements and Liabilities. ISSUER has no available financial statements. Immediately prior to the Closing, ISSUER will convert its present debt into 15,000,000 shares of common stock (the “Conversion Shares”). Upon conversion of the ISSUER’s existing debt into the Conversion Shares, the Issuer will have no liabilities.
Financial Statements and Liabilities. The financial statements regarding the Parent provided to the Securityholders’ Representative are true and correct in all material respects and fairly present the financial condition of the Parent as of the respective dates they were prepared. Parent has no any Liabilities, including but not limited to contractual commitments, service agreements, notes payable and accounts payable, except (a) those which are adequately reflected or reserved against in the financial statements referenced herein and (b) those which have been incurred in the Ordinary Course of Business since the date of the financial statements referenced herein and which are not, individually or in the aggregate, material in amount.
Financial Statements and Liabilities. (1) The Financial Statements, which are included in the Disclosure Schedule as SCHEDULE 3.01(d), consist of a consolidated income statement and (except as to 1993) a consolidated cash flow statement for each of the three years ended December 31, 1993, 1994 and 1995 and for the nine months ended September 30, 1996 and consolidated balance sheets as of December 31, 1993, 1994 and 1995 and as of September 30, 1996. The Financial Statements present fairly, in all material respects, the consolidated financial position of IMSAMET at December 31, 1993, 1994 and 1995 and September 30, 1996, and its consolidated results of operations and (except as to 1993) cash flows for each of the three years in the period ended December 31, 1995 and for the nine months ended September 30, 1996 in a manner that is consistent with IMSAMET's historical financial accounting and reporting practices and that, while not inconsistent with GAAP, is not in conformity with GAAP because, among other things: (i) certain disclosures required by GAAP are not included; (ii) deferred Income Taxes are not included in the Financial Statements; (iii) Seller's corporate staff supply centralized banking and cash management services to the Companies, and provide tax, general accounting, auditing, human resources and legal services to the Companies, none of which has been charged to the Companies or included in the Financial Statements; and (iv) Seller has not charged the Companies any general corporate allocation, and no such allocation is included in the Financial Statements. The Financial Statements reflect the consistent application of accounting principles throughout the periods involved.
Financial Statements and Liabilities. (a) The Company has delivered to Purchaser the consolidated balance sheets of the Company Group as of December 31, 1997 and December 31, 1998 (respectively, the "1997 Balance Sheet" and the "1998 Balance Sheet") and the consolidated statements of income and retained earnings of the Company Group for the fiscal years ending on said dates, audited and certified by Xxxxxxx & Xxxxxx, P.C., certified public accountants (the "Annual Statements"), and the consolidated Balance Sheet of the Company Group as of March 31, 1999, (the "Interim Balance Sheet") and the consolidated statements of income and retained earnings of the Company Group for the fiscal period ending on said date, compiled by the Company (the "Interim Statements"). The Annual Statements are in accordance with the books and records of the Company Group in all material respects, and have been prepared in accordance with generally accepted accounting principles consistently applied. The Annual Statements fairly present the financial position and assets and liabilities of the Company Group as of the dates indicated, and the results of operations and changes in financial condition of the Company Group for the periods then ended. The Interim Statements are in accordance with the books and records of the Company Group in all material respects, and have been prepared in accordance with generally accepted accounting principles consistently applied, subject, however, to normal year-end adjustments (none of which will be material) and to the absence of footnotes. The Interim Statements fairly present the financial position and assets and liabilities of the Company Group as of the dates indicated and the results of operations and changes in financial condition of the Company Group for the period then ended.
Financial Statements and Liabilities. NRES's Financial Statements set forth in its most recent Form 10-QSB are true and correct, and, together with the disclosure made in said Report, fully disclose all of NRES's assets and liabilities.
Financial Statements and Liabilities. (a) HFI has delivered to Mercristo true and complete copies of its draft audited financial statements as of and for the year ended July 31, 1996. HFI represents and warrants as to the audit delay that it is caused by a late start on the work and is not due to any problem or possible exception from the audit
Financial Statements and Liabilities. (a) Mercristo has delivered to HFI true and complete copies of its audited financial statements as of and for the years ended January 31, 1998 and 1997 and unaudited financial statements for the six months ended July 31, 1998. All of such financial statements have been prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and, as to the July 31 interim financial statements, except for the absence of notes thereto) and present fairly in all material respects the financial position of Mercristo as of the dates thereof and the results of Mercristo's operations for the periods then ended (subject, in the case of the July 31, 1998 interim financial statements to year-end adjustments, all of which adjustments will consist of normal recurring accruals consistent with past practice).
Financial Statements and Liabilities. (a) Except as set forth in Section 2.6(a) of the Seller Disclosure Schedule, the consolidated balance sheets for the Company for the fiscal years ended December 31, 2002 or 2003 and the related consolidated statements of income, changes in shareholders’ equity and cash flow for each of the fiscal years then ended (including any related notes and schedules thereto) previously provided to Purchaser (collectively, the “Financial Statements”) fairly present, on a consistent basis (except as may be indicated in the notes thereto), the financial position of the Company as of the dates thereof and the results of its operations and changes in its financial position for the periods then ended.
