Financial Statements and Other Financial Information. The Lenders shall have received the financial statements and other financial information described in Section 3.1.
Financial Statements and Other Financial Information. The financial statements and financial statement schedules and the related notes thereto included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby; and the other financial information included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly, on the basis stated in the Registration Statement, the Time of Sale Information and the Prospectus, the information shown thereby. All disclosures included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. All financial information and other disclosures required by Rule 3-10 and Rule 13-01 of Regulation S-X of the Commission (“Regulation S-X”) have been included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus and any such financial information or other disclosures are in conformity with the requirements of Rule 3-10 and Rule 13-01 of Regulation S-X; and no other financial information or supporting schedules are required to be included in the Registration Statement, the Time of Sale Information and the Prospectus under the Securities Act. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
Financial Statements and Other Financial Information. The financial statements and other financial information previously provided to the Bank or provided to the Bank in the future by the Authority or any officer or agent of the Authority are or will be complete and accurate in all material respects and any such financial statements or financial information has been prepared in accordance with generally accepted accounting principles. There has been no material adverse change in the Authority’s financial condition since such information was provided to the Bank.
Financial Statements and Other Financial Information. The Company has heretofore delivered to Parent the Financial Statements, copies of which are attached hereto as Schedule 3.12 of the Disclosure Schedules. The Financial Statements (a) are in accordance with the Books and Records of the Company and PocketGear; (b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and in a manner consistent with the past practice of the Company; and (c) fairly and accurately present in all material respects the assets, Liabilities (including all reserves) and financial condition of the Company and PocketGear as of the respective dates thereof and the results of operations and changes in cash flows of the Company and PocketGear for the periods then ended (subject, in the case of the Interim Financial Statements, to normal year-end adjustments, which adjustments shall not be material in the aggregate), and the omission of footnotes required by GAAP. The Year End Financial Statements have been audited by Xxxxx Xxxxxxxx LLP, independent certified public accountants, whose report thereon is included with such Year End Financial Statements. At the respective dates of the Financial Statements, there were no Liabilities of the Company or PocketGear, which, in accordance with GAAP, should have been set forth or reserved for in the Financial Statements or the notes thereto, which are not set forth or reserved for in the Financial Statements or the notes thereto.
Financial Statements and Other Financial Information. The Company has heretofore delivered to Buyer the Financial Statements, copies of which are attached as Schedule 3.12 of the Disclosure Schedules. The Financial Statements:
(a) are in accordance with the Books and Records of the Company,
(b) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and in a manner consistent with the past practice of the Company, and
(c) fairly and accurately present the assets, Liabilities (including all reserves) and financial condition of the Company as of the respective dates thereof and the results of operations and changes in cash flows of the Company for the periods then ended (subject, in the case of the Interim Financial Statements, to normal year-end adjustments, which adjustments shall not be material in the aggregate).
Financial Statements and Other Financial Information. The Lenders shall have received (i) audited combined balance sheets of the Borrower for each of the three most recent years ending at least 90 days prior to the Closing Date and the related audited combined statements of income, comprehensive income, equity and cash flows of the Borrower and (ii) unaudited combined balance sheets of the Borrower for each fiscal quarter ending after the date of the most recent balance sheets delivered pursuant to clause (i) and at least 45 days prior to the Closing Date (or, in the case of any fiscal quarter that is the fourth fiscal quarter of the fiscal year of each of the Borrower, at least 90 days prior to the Closing Date) and the related unaudited combined statements of income, comprehensive income, equity and cash flows of the Borrower for the portion of the fiscal year then ended.
Financial Statements and Other Financial Information. The Company has heretofore delivered to Buyer the Financial Statements, copies of which are attached as Schedule 3.12 of the Disclosure Schedules. The Interim Financial Statements are in accordance with the Books and Records of the Company and fairly present, in all material respects, the financial condition of the Company as of the respective dates thereof and the results of operations and changes in cash flows of the Company for the periods then ended. The Year End Financial Statements have been audited by Xxxx Xxxxxxx LLP, independent public accountants, whose report is included with the Year End Financial Statements. The Year End Financial Statements are in accordance with the Books and Records of the Company and fairly present, in all material respects, the financial condition of the Company as of the respective dates thereof and the results of operations and changes in cash flows of the Company for the periods then ended in accordance with GAAP consistently applied throughout the periods covered thereby and in a manner consistent with the past practice of the Company.
Financial Statements and Other Financial Information. Target and the Shareholders and Parent and Acquiror acknowledge that Target has not engaged in active business operations and that the predecessor operations of Target consist of activities of the Shareholders acting as an informal partnership. Target and the Shareholders acknowledge that Parent will be required to file with the SEC audited financial statements of Target’s predecessor operations. The Shareholders agree to provide to Parent’s auditors copies and/or originals of any documents as may be required by such auditors and to otherwise cooperate fully with such auditors. The Shareholders further acknowledge and agree that they may be requested by Parent’s auditors to provide personal financial information relating to Target’s predecessor operations, including, without limitation, bank statements, and that they will comply promptly with any such requests. As part of the Target Disclosure Schedule, to the extent available, Target and the Shareholders will deliver all available financial information relating to Target’s predecessor operations, which information shall be true and complete as to its contents and subject matter.
Financial Statements and Other Financial Information. The Seller has previously delivered to the Purchaser true and complete copies of certain financial information other than projections (the "Financial Information"), it being understood that any portions thereof pertaining exclusively to the Consumer Division may be deleted. The Financial Statements and the Financial Information: (a) have been prepared in accordance with the books of account and records of the Seller; and (b) fairly present, and are true, correct and complete statements in all material respects of the Seller's financial condition and the results of its operations at the dates and for the periods specified therein; and (c) have been prepared in accordance with GAAP consistently applied with prior periods.
Financial Statements and Other Financial Information. Schedule 3.7 includes the audited consolidated balance sheet (the “Balance Sheet”) and statements of income, cash flow and stockholders’ equity of the Company and its Subsidiaries as of and for the 12-month periods ended June 29, 2013 and June 30, 2012, together with the auditor’s reports thereon (the “Audited Financial Statements”), and (b) the unaudited consolidated balance sheet (the “Interim Balance Sheet”) and statement of income of the Company and its Subsidiaries as of and for (i) the quarterly period ended March 29, 2014 and (ii) the 12-month period ended June 28, 2014 (collectively, the “Unaudited Financial Statements,” and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations of the Company and its Subsidiaries as of the dates and for the periods indicated therein. The Financial Statements have been prepared in conformity with GAAP (except as may be indicated in the notes thereto), and subject, in the case of the Unaudited Financial Statements, to normal year-end adjustments and to the exception that the Unaudited Financial Statements do not contain footnote disclosures.
