Financial Statements and No Material Changes. (a) CHP has heretofore furnished Five Arrows with true and correct copies of (i) the audited consolidated balance sheet and the related statements of income and cash flows, including the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx L.L.P., and (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows as of September 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December 31, 1997 is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied throughout the periods presented. The Balance Sheet fairly presents the financial condition of CHP and CHP's Subsidiaries at the date thereof and, except as indicated therein, reflects all known or asserted material claims against and all material debts and liabilities of CHP and CHP's Subsidiaries, fixed or contingent, as at the date thereof, and the related statements of income and retained earnings fairly present the results of the operations of CHP and CHP's Subsidiaries and the changes in its financial position for the period indicated each in accordance with GAAP, except as specified therein.
(b) CHP has filed all forms, reports and documents (the "SEC Reports") required to be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with the Securities and Exchange Commission (the "SEC") since September 30, 1998. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act and the applicable rules and regulations promulgated by the SEC thereunder. None of the SEC Reports, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. CHP has heretofore furnished or offered to furnish Five Arrows with true and correct copies of all SEC Reports a...
Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the balance sheets of USAVE ; (the “Financial Statements”). The Financial Statements were carefully prepared from the books and records of USAVE , and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of USAVE and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since June 30, 2013 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE and to the best knowledge, information and belief of USAVE, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3(a) are the unaudited balance sheets, income statements and statements of cash flows of MSSI for the fiscal year ended April 30, 2003 (the "MSSI Financial Statements"). The MSSI Financial Statements were carefully prepared from the books and records of MSSI, present fairly the financial position, assets and liabilities of MSSI and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. The MSSI Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Except as disclosed in Schedule 4.3(b), since December 31, 2002 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI and to the best knowledge, information and belief of MSSI, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. Corporation has heretofore furnished Omega with unaudited financial statements dated December 31, 1994, 1995 and 1996, and April 30, 1997, all of which are attached hereto as Schedule 5.5. Such financial statements, including the notes thereto, except as indicated therein, were prepared on a basis consistent with past accounting practices of Corporation and accurately reflect the results of operations for the periods noted therein. The balance sheets of Corporation heretofore delivered (or to be delivered) by Corporation to Omega fairly present the financial condition of Corporation at the respective dates thereof, and except as indicated therein, reflect all claims against and all debts and liabilities of Corporation, fixed or contingent, as of the respective dates thereof. Since April 30, 1997, there has been (i) no material adverse change in the assets or liabilities, financial or otherwise, or in the results of operations of Corporation, and (ii) no fact or condition known to Corporation or Stockholder which exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. (i) The Company has heretofore furnished the Investors with a true, correct and complete unaudited balance sheet of the Company and the related statements of income and retained earnings as of November 30, 1999 prepared by the Company. (The balance sheet of the Company as at November 30, 1999 is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). The Balance Sheet fairly presents in all material respects the financial condition of the Company at the date thereof and, except as indicated therein, reflects all known or asserted material claims against and all material debts and liabilities of the Company, fixed or contingent, as at the date thereof, and, except as noted therein, was prepared in conformity with GAAP consistently applied throughout the periods involved and the related statements of income and retained earnings fairly present in all material respects the results of the operations of the Company and the changes in its financial position for the period indicated, except as specified therein, and, except as noted therein, were prepared in conformity with GAAP consistently applied throughout the periods involved.
(ii) Except as specified in Schedule 4(g), since the Balance ------------- Sheet Date there has been (i) no material adverse change in the assets or liabilities, or in the business (present or anticipated) or condition, financial or otherwise, or in the results of operations of the Company; and to the best knowledge, information and belief of the Company, no fact or condition (not of general knowledge) exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. The following have previously been provided to the Buyer: (a) the Seller prepared balance sheets of the Seller as at December 31, 2004, and the related audited statements of income for the fiscal year then ended and (b) the Seller prepared balance sheet of the Seller as at March 31, 2005 and the related reviewed statements of income for the three (3) months then ended (the balance sheet of the Seller as at March 31, 2005 being referred to herein as the “Balance Sheet”). Such financial statements have been prepared in accordance with GAAP throughout the periods indicated. Each balance sheet fairly presents the financial condition of the Seller, at the respective date thereof, and reflects all claims against and all debts and liabilities of the Seller, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP and the related statements of income fairly present the results of income for the respective period indicated. Since March 31, 2005 (the “Balance Sheet Date”), there has been no material adverse change in the assets or liabilities, or in the Business or condition, financial or otherwise, or in the results of operations of the Seller.
Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the audited balance sheets of Bong; (the “Financial Statements”). The Financial Statements were carefully prepared from the books and records of Bong, and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of Bong and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since the date of the Financial Statements, there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects of Bong, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of Bong and to the best knowledge, information and belief of Bong, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. Xxxxxx has delivered to Purchaser prior to the Closing Date its audited balance sheet dated as of December 31, 2001 and the statement of income for the twelve (12) month period ended December 31, 2001, all compiled by management of Xxxxxx (collectively, the "Financial Statements”). The Financial Statements fairly present the financial condition of Xxxxxx at the date thereof and, except as indicated therein, reflect all claims against and all debts and liabilities of Xxxxxx, fixed or contingent, as at the date thereof and the results of the operations of Xxxxxx and the changes in its financial position for the periods indicated. Since December 31, 2001 (the “Financial Statements Date”) to the Closing Date, Xxxxxx has not: (i) suffered any material adverse change in the business, operations, properties, prospects, assets or condition of Xxxxxx, and no event shall have occurred that may result in such a material adverse change; (ii) incurred any material obligation or liability, whether absolute or contingent, except franchise and ad valorem taxes accruing or becoming payable in the ordinary course of business; (iii) amended its certificate of incorporation or bylaws; (iv) purchased or redeemed any of its shares of capital stock from, or declared or made any payment or distribution to, any of its Stockholders, or declared or paid any dividend; (v) issued or authorized the issuance of any securities or any options, warrants or rights to purchase any of its securities; (vi) acquired or disposed of any material assets or canceled any material debts or claims other than in the ordinary course of business or as required by this Agreement; (vii) entered into or amended any material transaction, contract or commitment other than in the ordinary course of business or as required by this Agreement; or (viii) sold or knowingly disposed or otherwise divested itself of the ownership, possession, custody and control of any corporate books or records of any nature which, in accordance with sound business practice, are retained for a period of time after their use, creation or receipt. As used in this subparagraph and all other provisions of this Agreement, unless specifically excepted to herein, “material” shall mean a monetary amount of $25,000 or more.
Financial Statements and No Material Changes. The Company has heretofore furnished CMC with the unaudited balance sheets of the Company as of January 31, 1999, and as of July 31, 1998, and the related statements of income, cash flow and stockholders' equity for the periods then ended (the "Company Financial Statements"). Such financial statements have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated; provided, however, that certain year-end audit adjustments have not been made and such financial statements omit footnotes otherwise required by generally accepted accounting principles. The balance sheets included in the Company Financial Statements fairly present the financial condition of the Company at the dates thereof and, except as indicated therein, reflect all claims against and all debts and liabilities of the Company, fixed or contingent, as at the dates thereof; and the related statements of income, cash flow and stockholders' equity fairly present the results of the operations of the Company. Since January 31, 1999, there has been (i) no material adverse change in the Company, whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or action of God or other public force or otherwise and (ii) to Company's knowledge, no fact or condition exists or is contemplated or threatened which might cause such a material adverse change in the future.
Financial Statements and No Material Changes. SSI has provided copies of its audited balance sheets, statement of expense and statements of cash flows as of October 31, 2002, and the unaudited balance sheets, statements of expense and statement of cash flows as of July 31, 2003 (the "SSI Financial Statements"). The SSI Financial Statements were carefully prepared from the books and records of SSI, and contain the footnotes which are required in audited financial statements, present fairly the financial position, assets and liabilities of SSI and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. The SSI Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since July 31, 2003, there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of SSI whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of SSI and to the best knowledge, information and belief of SSI, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.
