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Financial Statements and Related Matters Sample Clauses

Financial Statements and Related Matters. Set forth in Schedule 8.4 hereto is an unaudited Statement of Net Assets of the Business as at September 30, 1998 (the "Reference Statement of Net Assets") and related unaudited statements of income of the Business for the indicated period then ended. Such financial statements are collectively referred to herein as the "Financial Statements." The Financial Statements have been prepared from the books and records of the Business, and the Reference Statement of Net Assets has been prepared in accordance with (the accounting principles ("Seller's Accounting Principles") attached as Schedule 8.4, consistently applied. The accounting books and records of the Business are accurate and complete in all material respects. The Business has no direct or indirect liabilities, losses or obligations of any nature, whether absolute, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet or the notes thereto prepared in accordance with GAAP consistently applied other than (i) liabilities reflected, accrued or reserved for in the Reference Statement of Net Assets; (ii) liabilities disclosed in the Schedules to this Agreement; (iii) liabilities incurred in the ordinary course of business subsequent to the date of the Reference Statement of Net Assets and not inconsistent with past practice; (iv) liabilities or performance obligations arising in the ordinary course of business (and not as a result of a breach or default by the Seller or any Purchased Subsidiary out of or under agreements, contracts, leases, arrangements or commitments to which the Seller or a Purchased Subsidiary was a party as of the Balance Sheet Date; or (v) liabilities under this Agreement.
Financial Statements and Related Matters. (a) The Financial Statements were prepared in accordance with GAAP consistently applied and present fairly the financial position and results of operations of Seller at the dates and for the periods indicated therein. (b) Seller maintains and complies in all material respects with a system of accounting controls sufficient to provide reasonable assurances that: (i) its business is operated in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of Seller's financial statements in conformity with GAAP, and to maintain accountability for items therein; (iii) access to properties and assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for items is compared with the actual levels at regular intervals and appropriate actions are taken with respect to any differences. (c) On the Most Recent Audited Balance Sheet Date, Seller had no Liability of the type which should be reflected in balance sheets (including the notes thereto) prepared in accordance with GAAP, which was not fully disclosed, reflected or reserved against in the Most Recent Audited Balance Sheet; and, except for Liabilities which have been incurred since the Most Recent Audited Balance Sheet Date in the Ordinary Course, since the Most Recent Audited Balance Sheet Date, Seller has not incurred any Liability. (d) All of the Accounts Receivable which are reflected in the Most Recent Audited Balance Sheet were acquired by Seller in the Ordinary Course; and all of the Accounts Receivable which have been or will be acquired by Seller since the Most Recent Audited Balance Sheet Date were or will be acquired in the Ordinary Course. Each of the Accounts Receivables arose from bona fide sales of goods or services in the Ordinary Course to Persons that are not Affiliates of Seller. (e) As of the date hereof, Seller has no Indebtedness except as described in Section 7.13(e) of the Disclosure Schedule; and, as of the Closing, Seller will have no Indebtedness (other than the letters of credit identified in Section 7.13(e) of the Disclosure Schedule).
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. (b) Except as set forth on Schedule 3.4(b), the Company has no liabilities (contingent or otherwise) and there is no existing condition, fact or set of circumstances that could reasonably be expected to result in any liabilities, except for: (i) performance obligations under Contracts described on Schedule 3.9(a) (or under Contracts entered into in the Ordinary Course of Business which, because of the dollar thresholds set forth in Section 3.9(a), are not required to be described on Schedule 3.9(a), none of which involves non-performance or a breach), (ii) liabilities reflected (and adequately reserved for) on the face of the Latest Balance Sheet and (iii) liabilities of the type set forth on the face of the Latest Balance Sheet which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (none of which is a liability for breach of Contract or involves a tort, infringement, claim, lawsuit, warranty or environmental, health or safety matter). (c) The inventories and raw materials of the Company, including those reflected in the Financial Statements, are of a quantity and quality usable and sale...
Financial Statements and Related Matters. 21 6.6 Absence of Undisclosed Liabilities................................. 21 6.7
Financial Statements and Related Matters. Purchaser has made available to Seller 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 Purchaser and the results of operations of Purchaser 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 prepared would not be material to Purchaser. Except as set forth in Schedule 6.10, Purchaser has no liabilities of a type required by GAAP to be set forth on a balance sheet of Purchaser, 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 Purchaser or any of its Subsidiaries). The accounting controls of Purchaser 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. Attached hereto to the Financial Statements Schedule are the following financial statements (the “Financial Statements”): (a) the consolidated and consolidating audited balance sheet of the Bank as of December 31, 2010 and December 31, 2011 and the related statements of operation, cash flows and shareholders’ equity (or the equivalent) for the twelve (12) month period then ended; and (b) the consolidated and consolidating unaudited balance sheet of the Corporation and its Subsidiaries as of March 31, 2012 (the “Latest Balance Sheet”) and the related statements of operation, cash flows and shareholders’ equity (or the equivalent) for the three (3) month period then ended. Each of the foregoing Financial Statements (including the notes thereto, if any) is consistent with the books and records of the Corporation and its Subsidiaries (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 Corporation and its Subsidiaries 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, in the case of the Latest Balance Sheet, to normal year-end adjustments for recurring accruals (which shall not be material, individually or in the aggregate)).
Financial Statements and Related Matters. The Company's ---------------------------------------- consolidated balance sheet and consolidated statements of operations, cash flows and changes in stockholders' equity for the year ended December 31, 1998 and the Company's consolidated balance sheet and consolidated statements of operations and cash flows for the nine months ended September 30, 1999 (collectively, the "Financial Statements"), each as filed by the Company with the Securities and Exchange Commission (the "SEC") on Form 10-K on March 31, 1999 and on Form 10-Q on November 15, 1999, respectively, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be noted therein). Furthermore, the Financial Statements are complete and correct in all material respects and accurately set out and describe in all material respects the consolidated financial condition, results of operations, cash flows or changes in stockholders' equity of the Company and its subsidiaries as of the date or for the period indicated. There has been no material change in the Company's accounting policies except as described in the notes to the Financial Statements. Except as set forth in the Financial Statements, neither the Company nor any of its subsidiaries has any indebtedness, obligation or liability (contingent or otherwise) that, either alone or when combined with all similar obligations or liabilities, would be material to the Company and its subsidiaries taken as a whole, and there does not exist a set of circumstances that, to the knowledge of the Company, could reasonably be expected to result in any such material indebtedness, obligation or liability. Since December 31, 1998, there has been no material adverse change in the consolidated business, financial condition, results of operations, assets, liabilities or prospects of the Company or its subsidiaries. The Company has made all filings (the "SEC Filings") with the SEC required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act. None of the SEC Filings, as of their respective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
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. Each of (i) the unaudited balance sheet for the Company as of September 30, 2001 and the related statements of income and cash flows for the 9-month period then ended, and (ii) the audited balance sheets and statements of income and cash flows for the fiscal years ended December 31, 2000 and 1999 (including in all cases the notes thereto, if any), in each case as filed with the SEC, is accurate and complete in all material respects, is consistent with the Company's books and records (which, in turn, are accurate and complete in all material respects), presents fairly the Company's financial condition and results of operations as of the times and for the periods referred to therein, has been prepared in accordance with GAAP consistently applied and, with respect to unaudited financial statements, is subject to normal year-end adjustments that are not expected to be material in amount. The Company agrees to provide the Purchasers with updated financial statements at the Second Closing Date, Third Closing Date, Fourth Closing Date and Fifth Closing Date for the most recent quarterly reporting periods for which a filing has been made under the Exchange Act (including the notes thereto, the "Updated Financial Statements").
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. (b) On the Balance Sheet Date, Seller had no liability of any nature (whether accrued, absolute, contingent or otherwise) of the type which should be reflected in balance sheets (including the notes thereto) prepared in accordance with generally accepted accounting principles, which was not fully disclosed, reflected or reserved against in the Balance Sheet; and except for liabilities which have been incurred since the Balance Sheet Date in the ordinary and regular course of the business of the Ski Areas or which are set forth in Schedule 6.19, since the Balance Sheet Date, Sellers have not incurred any liability of any nature (whether accrued, absolute, contingent or otherwise).