Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing).
Financial Statements and Related Matters. 30 5.7 Absence of Undisclosed Liabilities........................................30 5.8 Absence of Certain Developments...........................................30 5.9
Financial Statements and Related Matters. (a) Attached as Schedule 3.4(a) are the following financial statements (collectively, the “Financial Statements”): (i) the unaudited balance sheet of the Company as of June 30, 2024 (the “Latest Balance Sheet” and the date thereof, the “Latest Balance Sheet Date”), and the related statement of profit and loss and statement of cash flows for the six-month period then ended, and (ii) the unaudited balance sheet of the Company of the Company as of December 31, 2023 and December 31, 2022 and the related statement of profit and loss and statement of cash flows for each of the 12-month periods then ended. Each Financial Statement: (A) is true, accurate and complete in all material respects, does not omit to state any fact necessary to make the statements contained therein in light of the circumstances in which they were made, not misleading, and was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (B) is consistent with the books and records of the Company (which, in turn, are accurate and complete in all material respects), (C) presents fairly in all material respects the financial condition of the Company as of the respective dates thereof and the operating results of the Company for the periods covered thereby and (D) does not reflect any transactions which are not bona fide transactions.
Financial Statements and Related Matters. (a) Section 3.04(a) of the Company Disclosure Letter sets forth true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”):
Financial Statements and Related Matters. The Company has made available to Purchaser true and complete copies of the Financial Statements and the Interim Financial Statements. The Financial Statements and the Interim Financial Statements (i) present fairly in all material respects the financial position of the Company and the results of operations of the Company as of the respective dates thereof and for the periods covered thereby and (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, subject, in the case of the Interim Financial Statements, to changes resulting from normal immaterial (in the aggregate) year-end adjustments and the absence of footnote disclosures and other presentation items, in each case the effect of which if they were included would not be material to the Company, taken as a whole. Except as set forth in Schedule 4.5, the Company has no liabilities except for (x) liabilities reflected or adequately reserved against in the Interim Financial Statements and (y) liabilities incurred in the Ordinary Course since the Balance Sheet Date (excluding any liability for breach of Contract, breach of warranty, tort, infringement or violation of Laws by the Company or any of its Subsidiaries). The accounting controls of the Company have been and are sufficient to provide reasonable assurances that (1) all material transactions are executed in accordance with management’s general or specific authorization and (2) all material transactions are recorded as necessary to permit the accurate preparation of financial statements in accordance with GAAP and the accounting principles, methods and practices used in preparing the Financial Statements and the Interim Financial Statements and to maintain proper accountability for items.
Financial Statements and Related Matters. (a) Financial Statements. Included in the Disclosure Letter as the Financial Statements Schedule are the following financial statements: (i) the audited consolidated balance sheets of the Company as of December 31, 1996 and 1997, and the related statements of income and cash flows (or the equivalent) for the respective twelve-month periods ended December 31, 1995, 1996 and 1997; and (ii) the unaudited consolidated balance sheet of the Company as of November 30, 1998 (the "Latest Balance Sheet"), and the related statements of income and cash flows (or the equivalent) for the eleven-month period then ended. Each of the foregoing financial statements (the "Financial Statements") presents fairly, in all material respects, the Company's consolidated financial condition and results of operations as of the times and for the periods referred to therein, and has been prepared in accordance with GAAP, subject in the case of unaudited consolidated financial statements to the absence of footnote disclosure and customary year-end adjustments, none of which will be material.
Financial Statements and Related Matters. (a) BYBK has delivered or made available to OLB the BYBK Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2017 and monthly periods commencing after June 30, 2017, which it will deliver or make available by each respective delivery date as required by this Agreement. The BYBK Financials with respect to periods ending prior to the date of this Agreement (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with, the Books and Records of BYBK and the BYBK Subsidiaries and (ii) fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and cash flows of BYBK as of and for the periods ended on the dates thereof. The BYBK Financials with respect to periods ended prior to the date of this Agreement comply in all material respects with applicable accounting and regulatory requirements and, other than the Internal BYBK Financials, have been prepared in accordance with GAAP consistently applied, except for (i) omission of the notes from the financial statements, applicable to any interim period, and (ii) with respect to any interim period, normal year-end adjustments and notes thereto.
Financial Statements and Related Matters. (a) Section 3.04(a) of the Seller Disclosure Schedule sets forth true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated balance sheets of CDE and its Subsidiaries as of August 31, 2021 and August 31, 2022, and the related audited consolidated statements of comprehensive income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows for the fiscal years then ended; (ii) the audited consolidated balance sheets of CDM and its Subsidiaries as of August 31, 2021 and August 31, 2022, and the related audited consolidated statements of comprehensive income, consolidated statements of changes in stockholders’ equity and consolidated statements of cash flows for the fiscal years then ended; (iii) the unaudited balance sheets of CDE, CDA, CD Mexico and CD Snow Hill as of July 31, 2023 (collectively, the “CDE Latest Balance Sheet”), and the related unaudited profit and loss statements of each such entity for the 11-month period then ended; and (iv) the unaudited balance sheets of CDM, IC and ICHK as of July 31, 2023 (together with the CDE Latest Balance Sheet, collectively, the “Latest Balance Sheet”), and the related unaudited profit and loss statements of each such entity for the 11-month period then ended. (b) Except as set forth in Section 3.04(b) of the Seller Disclosure Schedule, each of the Financial Statements (including the notes thereto, if any) has been prepared from and is consistent with the books and records of the applicable CD Group Companies included in such Financial Statements (which books and records are accurate and complete in all material respects), presents fairly in all material respects the financial condition and results of operations and cash flows of the applicable CD Group Companies included in such Financial Statements as of the dates thereof and for the periods covered thereby and has been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (subject, in the case of the unaudited Financial Statements, to the absence of footnote disclosures and to normal year-end adjustments). (c) All Accounts Receivable of the CD Group Companies (i) are properly reflected on the Financial Statements and in the accounting records of the CD Group Companies in accordance with GAAP and current and collectible, subject only to the reserve for bad debts set forth on the Financial State...
Financial Statements and Related Matters. (a) Included in Section 5.7 of the Disclosure Schedule are copies of (i) the unaudited balance sheets of the Company as of the last day of December in each of the years 1999 and 2000, inclusive (such balance sheet as of December 31, 2000, the "MOST RECENT BALANCE SHEET"), and the related unaudited statements of income and retained earnings, respectively, of the Company, for the fiscal years ended on such dates (the "ANNUAL FINANCIAL STATEMENTS"), and (ii) the unaudited balance sheet of the Company as of February 28, 2001, and the related unaudited statements of income and retained earnings, respectively, of the Company, for the two-month period ended on such date. The Annual Financial Statements are in the same form as audited financial statements, subject only to completion of an audit opinion. Each of such financial statements is true and correct and has been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except that the financial statements do not contain footnotes and other presentation items that may be required by generally accepted accounting principles); each of such balance sheets accurately presents the financial condition of the Company as of its respective date; and each of such statements of income and retained earnings and cash flows, respectively, accurately presents the results of operations and retained earnings, or cash flows, as the case may be, of the Company for the period covered thereby; in each case, subject, with respect to the unaudited financial statements referred to in clause (ii) of this section, to the absence of footnote disclosure and to normal, recurring end-of-period adjustments, the effect of which, both individually and in the aggregate, will not be material.
Financial Statements and Related Matters. (a) The Financial Statements were prepared in accordance with generally accepted accounting principles consistently applied and present fairly the financial position and results of operations of Sellers at the dates and for the periods indicated therein.
