Common use of Financial Statements and Records Clause in Contracts

Financial Statements and Records. The Financial Statements (1) were prepared in accordance with GAAP consistently applied with the Company’s past practices except for adjustments related to non-recurring items, (2) were prepared in all material respects in accordance with, and are consistent with, the books and records of the Company, and (3) fairly present, in all material respects, the assets, liabilities and financial condition of the Acquired Assets and Assumed Liabilities at their respective dates and the results of historical operations of the business being acquired for the respective periods covered thereby. The financial records of the Company, all of which the Company has made available to Buyer, are true, correct and complete in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Midas Medici Group Holdings, Inc.), Asset Purchase Agreement (Datalink Corp)

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Financial Statements and Records. The Financial Statements (1) were prepared in accordance with GAAP GAAP, consistently applied throughout the periods covered thereby, are consistent with the Company’s past practices except for adjustments related to non-recurring items, (2) were prepared in all material respects in accordance with, and are consistent with, the books and records Records of the Company, are true, correct and (3) complete, and fairly and accurately present, in all material respects, the assets, liabilities and financial condition of the Acquired Assets and Assumed Liabilities Company at their respective dates and the results of historical operations of the business being acquired Company for the respective periods covered thereby, except that the Interim Financial Statements are subject to normal year-end adjustments (which adjustments would not be material, individually or in the aggregate, and would be of a normal and recurring type). The financial records Records of the Company, all of which the Company has made available to Buyer, are true, correct and complete in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (SPS Commerce Inc)

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Financial Statements and Records. The Financial Statements (1) were prepared in accordance with GAAP GAAP, consistently applied throughout the periods covered thereby, are consistent with the Company’s past practices except for adjustments related to non-recurring items, (2) were prepared in all material respects in accordance with, and are consistent with, the books and records Records of the Company, are true, correct and (3) complete, and fairly and accurately present, in all material respects, the assets, liabilities and financial condition of the Acquired Assets and Assumed Liabilities Business at their respective dates and the results of historical operations of the business being acquired Business for the respective periods covered thereby, except that the Interim Financial Statements are subject to normal year-end adjustments (which adjustments would not be material, individually or in the aggregate, and would be of a normal and recurring type). The financial records Records of the CompanyBusiness, all of which the Company Seller has made available to Buyer, are true, correct and complete in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls.

Appears in 1 contract

Samples: Asset Purchase Agreement (SilverSun Technologies, Inc.)

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