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).
(b) The Company and its Subsidiaries have no liability or obligation, absolute or contingent (individually or in the aggregate), including, without limitation, any tax liability due and payable, which is not reflected on the Balance Sheet, other than (i) liabilities and obligations that would not be required to be included since the date of the Balance Sheet reflected on financial statements prepared in accordance with GAAP, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company, or (ii) legal and fundraising costs incurred in connection with the transactions contemplated hereby, or (iii) liabilities that may have arisen in the ordinary course of the Company's business consistent with past practice, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company.
(c) Subsequent to the date of the financial statements, none of the Company and any of its Subsidiaries has made or changed any election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment or taken any other similar action relating to the filing of any Tax Return or the payment of any Tax.
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.
3.2 Except to the extent set out in paragraph 1, labelled “SARS Proceedings” of the Disclosure Letter, no Seller Group Member has any material liabilities of any kind (including, for the avoidance of doubt, financial position liabilities and contingent liabilities) that would have been required to be reflected in, reserved against or otherwise described in its financial statements or its audited statement of financial position or in the notes thereto in accordance with IFRS and were not so reflected, reserved against or described, other than liabilities incurred in the ordinary course of business after the date at which the relevant audited statement of financial position was prepared.
3.3 The Security has or will have the ranking in priority which it is expressed to have in the Intercreditor Agreement and is not subject to any prior ranking or pari passu Security or any other rights or interests and any other rights or interests other than to the extent set out in the Intercreditor Agreement.
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. (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.
(b) As of the date of this Agreement, each member of the Company Group is not subject to and does not have, and as of the Closing Date, each member of the Company Group will not be subject to and will not have, any material indebtedness, claim, obligation or liability of any kind or nature whatsoever, whether absolute or contingent, liquidated or unliquidated, known or unknown, due or to become due, accrued or unaccrued or otherwise (hereinafter collectively "Liabilities"), except (i) as disclosed in the Interim Balance Sheet, (ii) for such Liabilities that have arisen in the ordinary course of business of the Company Group since the date of said Interim Balance Sheet, none of which newly arisen Liabilities...
Financial Statements and Liabilities. Cyber Group's Financial Statements set forth in its reports filed with the SEC are true and correct, and, together with the disclosure made in said Reports, fully disclose all of Cyber Group's assets and liabilities.
Financial Statements and Liabilities. NRPI's Financial Statements set forth in its Form 10-QSB for the quarter ended June 30, 2000, are true and correct, and, together with the disclosure made in said Reports, fully disclose all of NRPI's assets and liabilities.
Financial Statements and Liabilities. SFII'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 SFII's assets and liabilities.
Financial Statements and Liabilities. (i) Included in the TNSX SEC Reports are (i) the audited balance sheets of TNSX as of December 31, 2010 and December 31, 2009 and the related audited statements of operations, stockholders’ equity and cash flows for December 31, 2010 together with the notes to such statements and the opinion of MSPC Certified Public Accountants and Advisors independent registered public accountants with respect to such opinion.
(ii) Included in the TNSX SEC Reports are: (i) unaudited balance sheets of September 30, 2011 and the related unaudited statements of operations, stockholders’ equity and cash flows for the quarters ended on such dates and all such financial statements.
(iii) All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The TNSX balance sheets are true and accurate and present fairly as of their respective dates the financial condition of TNSX. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, TNSX had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of TNSX, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows reflect fairly the information required to be set forth therein by generally accepted accounting principles.
(iv) TNSX has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. TNSX has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. In addition, all such tax returns are correct and complete in all material respects. All taxes of TNSX which are (i) shown as due on such tax returns, (ii) otherwise due and payable or (iii) claimed or asserted by any taxing authority to be due, have been paid, except for those taxes being contested in good faith and for which adequate reserves have been established in ...
Financial Statements and Liabilities. (a) Set forth in Section 6.7(a) of the Buyer Disclosure Schedule are the audited consolidated balance sheets of the Buyer and its Subsidiaries as of March 31, 2006, March 31, 2007 and March 31, 2008 (the balance sheet as of March 31, 2008, the “Buyer Balance Sheet” and such date, the “Buyer Balance Sheet Date”) and the related consolidated statements of income, operations, stockholders equity and cash flows for the years then ended (collectively, the “Buyer Financial Statements”). Except as set forth therein, the Buyer Financial Statements present fairly, in all material respects, respectively, the consolidated financial position, statements of operations and cash flows of the Buyer and its Subsidiaries at the respective dates set forth therein and for the respective periods covered thereby in accordance with GAAP, consistently applied, except as otherwise noted therein. The Buyer has provided or made available to the Company copies of all material documentation relating to the internal controls or other accounting practices of the Buyer and its Subsidiaries.
(b) The Buyer has, and will have at the Closing, adequate financial resources to satisfy its obligation to deliver the cash portion of the Merger Consideration pursuant to Section 4.8(b)(ii).
