Financial Statements and Related Matters. (a) Xxxxxxx has delivered or made available to Purchaser the Xxxxxxx Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2019 and monthly periods commencing after January 31, 2020, which it will deliver or make available by each respective delivery date as required by this Agreement. The Xxxxxxx 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 the Xxxxxxx Companies and (ii) fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and cash flows of Xxxxxxx as of and for the periods ended on the dates thereof. The Xxxxxxx 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 Xxxxxxx 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. (b) Xxxxxxx did not, as of the date of the Xxxxxxx Financials or any subsequent date, have any Liabilities or loss contingencies of any nature, whether absolute, accrued, contingent or otherwise, that are not fully reflected or reserved against in the balance sheets included in the Xxxxxxx Financials at the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in a note thereto, except for Liabilities and loss contingencies that are not material in the aggregate and that are incurred in the Ordinary Course, and except for Liabilities and loss contingencies that are within the subject matter of a specific representation and warranty herein or that have not had a Xxxxxxx Material Adverse Effect and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of notes thereto. (c) During the periods covered by the Xxxxxxx Financials with respect to periods ended prior to the date of this Agreement, each of Xxxxxxx’x independent public accounting firms, Xxxxx Xxxxxx Xxxxxxx LLP and S.R. Xxxxxxxxx, P.C., was independent of Xxxxxxx and its management. As of the date hereof, Xxxxxxx’x independent public accounting firm, S.R. Xxxxxxxxx, P.C., has not resigned (or informed Xxxxxxx that it intends to resign) or been dismissed as a result of or in connection with any disagreements with Xxxxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Appears in 1 contract
Samples: Merger Agreement (Farmers & Merchants Bancshares, Inc.)
Financial Statements and Related Matters. (a) Xxxxxxx has delivered or made available to Purchaser The Company's ---------------------------------------- consolidated balance sheet and consolidated statements of operations, cash flows and changes in stockholders' equity for the Xxxxxxx Financialsyear ended December 31, except those pertaining to annual 1998 and quarterly periods ending on or after the Company's consolidated balance sheet and consolidated statements of operations and cash flows for the nine months ended September 30, 2019 1999 (collectively, the "Financial Statements"), each as filed by the Company with the Securities and monthly periods commencing after January Exchange Commission (the "SEC") on Form 10-K on March 31, 20201999 and on Form 10-Q on November 15, which it will deliver or make available by each respective delivery date as required by this Agreement. The Xxxxxxx Financials with respect to periods ending prior to the date of this Agreement (i) are true1999, accurate and complete in all material respects, and have been prepared from, and are in accordance with, the Books and Records of the Xxxxxxx Companies and (ii) fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and cash flows of Xxxxxxx as of and for the periods ended on the dates thereof. The Xxxxxxx 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 Xxxxxxx Financialsrespectively, have been prepared in accordance with GAAP generally accepted accounting principles consistently appliedapplied (except as may be noted therein). Furthermore, except for (i) omission 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 notes from the financial statements, applicable to any interim period, Company and (ii) with respect to any interim period, normal year-end adjustments and notes thereto.
(b) Xxxxxxx did not, 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 the Xxxxxxx Financials its subsidiaries has any indebtedness, obligation or any subsequent date, have any Liabilities or loss contingencies of any nature, whether absolute, accrued, liability (contingent or otherwise) that, that are 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 fully reflected 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 reserved against liability. Since December 31, 1998, there has been no material adverse change in the balance sheets included in consolidated business, financial condition, results of operations, assets, liabilities or prospects of the Xxxxxxx Financials at Company or its subsidiaries. The Company has made all filings (the date "SEC Filings") with the SEC required under the Securities Exchange Act of such balance sheets that would have been 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 reflected stated therein in accordance with GAAP consistently applied or fully disclosed in a note thereto, except for Liabilities and loss contingencies that are necessary to make the statements therein not material in the aggregate and that are incurred in the Ordinary Course, and except for Liabilities and loss contingencies that are within the subject matter of a specific representation and warranty herein or that have not had a Xxxxxxx Material Adverse Effect and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of notes theretomisleading.
(c) During the periods covered by the Xxxxxxx Financials with respect to periods ended prior to the date of this Agreement, each of Xxxxxxx’x independent public accounting firms, Xxxxx Xxxxxx Xxxxxxx LLP and S.R. Xxxxxxxxx, P.C., was independent of Xxxxxxx and its management. As of the date hereof, Xxxxxxx’x independent public accounting firm, S.R. Xxxxxxxxx, P.C., has not resigned (or informed Xxxxxxx that it intends to resign) or been dismissed as a result of or in connection with any disagreements with Xxxxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Appears in 1 contract
Samples: Securities Purchase Agreement (Radiant Systems Inc)
Financial Statements and Related Matters. (a) Xxxxxxx has delivered The Stockholders have received or made available been given access to Purchaser copies of the Xxxxxxx Financialsaudited consolidated balance sheet of OSI as of December 31 2000, except those pertaining to annual and quarterly periods ending on or after September 30the related audited consolidated statements of income, 2019 changes in stockholders' equity, and monthly periods commencing after January 31cash flows for the year then ended, 2020together with the related audit report of PricewaterhouseCoopers LLP, which it will deliver or make available by each respective delivery date as required by this Agreement. The Xxxxxxx Financials the Company's independent auditors, with respect to such financial statements. The Stockholders have also received or been given access to copies of the unaudited consolidated balance sheet of OSI as of October 31, 2001 (the "OSI Most Recent Balance Sheet"), and the related unaudited statements of income, changes in stockholders' equity, and cash flows for the ten-month period ended on that date. All of the financial statements referred to in the preceding two paragraphs were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods ending prior (in the case of the interim financial statements referred to in the preceding paragraph, subject to the date absence of this Agreement (i) are true, accurate footnotes and complete in all material respects, and have been prepared from, and are in accordance withto adjustments consisting of normal year-end accruals, the Books effect of which absence of year-end accruals, both individually and Records of in the Xxxxxxx Companies and (ii) aggregate, is not material). Each such balance sheet fairly present, in all material respects, presents the consolidated financial positioncondition of OSI as of its date; and each such statement of income, changes in stockholders' equity, or cash flows fairly presents the consolidated results of operations, changes in stockholders’ equity and ' equity, or cash flows flows, as the case may be, of Xxxxxxx as of and OSI for the periods ended on the dates thereofperiod covered thereby. The Xxxxxxx 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 Xxxxxxx 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.
(b) Xxxxxxx did not, as of Since the date of the Xxxxxxx Financials or OSI Most Recent Balance Sheet, there has not been any subsequent date, have any Liabilities or loss contingencies of any nature, whether absolute, accrued, contingent material adverse change in OSI's condition (financial or otherwise), that are not fully operations, business, assets, rights, liabilities, obligations, or prospects. Except to the extent reflected or reserved against in the balance sheets included in the Xxxxxxx Financials at OSI Most Recent Balance Sheet, or incurred after the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in a note thereto, except for Liabilities and loss contingencies that are not material sheet in the aggregate and that are incurred ordinary course of business other than in the Ordinary Courseconnection with transactions with its Affiliates, and except for Liabilities and loss contingencies that are within the subject matter of a specific representation and warranty herein OSI has no material liabilities or that have not had a Xxxxxxx Material Adverse Effect and subject, in the case obligations of any unaudited statementsnature, to normal recurring audit adjustments and the absence of notes thereto.
whether accrued, absolute, contingent, or otherwise (c) During the periods covered by the Xxxxxxx Financials including liabilities as guarantor or otherwise with respect to periods ended prior obligations of others) and whether due or to become due, including in respect of matters that are the date subject of other or more specific representations and warranties set forth in this Agreement, each of Xxxxxxx’x independent public accounting firms, Xxxxx Xxxxxx Xxxxxxx LLP and S.R. Xxxxxxxxx, P.C., was independent of Xxxxxxx and its management. As of the date hereof, Xxxxxxx’x independent public accounting firm, S.R. Xxxxxxxxx, P.C., has not resigned (or informed Xxxxxxx that it intends to resign) or been dismissed as a result of or in connection with any disagreements with Xxxxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Appears in 1 contract
Financial Statements and Related Matters. (a) Xxxxxxx has delivered or made available to Purchaser the Xxxxxxx Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2019 and monthly periods commencing after January 31, 2020, which it will deliver or make available by each respective delivery date as required by this Agreement. The Xxxxxxx Financials with respect to periods ending prior Deliver to the date of this Agreement Agent and each Lender, in form and detail satisfactory to the Agent:
(i) are trueas soon as available, accurate and complete but in all material respectsany event within 90 days after the end of each Fiscal Year, and have been prepared from, and are (i) in accordance with, the Books and Records case of the Xxxxxxx Companies and (ii) fairly present, in all material respectsParent, the consolidated financial position, results and consolidating balance sheet of operations, changes in stockholders’ equity the Parent and cash flows of Xxxxxxx its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of income and consolidated statements of cash flow for the periods ended on the dates thereof. The Xxxxxxx 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 Xxxxxxx 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 such period, and (ii) in the case of the Borrower, the consolidated and consolidating balance sheet of such Person and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of income for such period, each setting forth in comparative form the figures for the previous comparable fiscal period, all in reasonable detail and prepared in accordance with respect GAAP, and each of such consolidated balance sheets and related consolidated statements shall be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing acceptable to the Agent, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any interim periodqualification or exception as to the scope of such audit and such consolidating statements to be certified by an Authorized Officer of the Parent or the Borrower, as the case may be, to the effect that such statements are fairly stated in all material respects when considered in relation to such consolidated financial statements of the Parent and its Subsidiaries, or the Borrower and its Subsidiaries, as the case may be;
(ii) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, (i) in the case of the Parent, an unaudited consolidated and consolidating balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter and the related consolidated and consolidating statements of income or operations and shareholders' equity and consolidated statements of cash flows for such fiscal quarter and (ii) in the case of the Borrower, an unaudited consolidated and consolidating balance sheet of such Person and its Subsidiaries as at the end of such fiscal quarter and the related consolidated and consolidating statement of income or operations and shareholder's equity for such fiscal quarter, each of such consolidated balance sheets and related consolidated statements shall be certified by an Authorized Officer of the Parent, or the Borrower, as the case may be, as fairly presenting the financial condition, results of operations, shareholders' equity and cash flows of such Person and its Subsidiaries in accordance with the GAAP, subject only to normal year-end adjustments and notes thereto.
(b) Xxxxxxx did not, as of the date of the Xxxxxxx Financials or any subsequent date, have any Liabilities or loss contingencies of any nature, whether absolute, accrued, contingent or otherwise, that are not fully reflected or reserved against in the balance sheets included in the Xxxxxxx Financials at the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in a note thereto, except for Liabilities and loss contingencies that are not material in the aggregate and that are incurred in the Ordinary Course, and except for Liabilities and loss contingencies that are within the subject matter of a specific representation and warranty herein or that have not had a Xxxxxxx Material Adverse Effect and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of notes theretofootnotes, and such consolidating balance sheet and consolidating statements to be certified by an Authorized Officer of the Parent or the Borrower, as the case may be, to the effect that such statements are fairly stated in all material respects when considered in relation to such consolidated financial statements of the Parent and its Subsidiaries, or the Borrower and its Subsidiaries, as the case may be;
(iii) as soon as available, and in any event within five days after the end of each fiscal month of the Parent and its Subsidiaries commencing with the first fiscal month of the Parent and its Subsidiaries ending after the Effective Date, a report setting forth the Borrower's Available Liquidity as of the last day of the preceding fiscal month, all in reasonable detail and certified by an Authorized Officer of the Borrower as being true and correct in all material respects.
(civ) During simultaneously with the periods delivery of the financial statements of the Parent and its Subsidiaries required by clauses (i) and (ii) of this Section 7.01(a), a certificate of an Authorized Officer of each of the Parent and the Borrower (A) stating that such Authorized Officer has reviewed the provisions of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision a review of the condition and operations of the Parent and its Subsidiaries during the period covered by such financial statements with a view to determining whether the Xxxxxxx Financials Parent and its Subsidiaries were in compliance with all of the provisions of this Agreement and such Loan Documents at the times such compliance is required hereby and thereby, and that such review has not disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an Event of Default or Default or, if an Event of Default or Default existed, describing the nature and period of existence thereof and the action which the Parent and its Subsidiaries propose to take or have taken with respect thereto and (B) attaching a schedule showing the calculations specified in Section 7.03;
(v) promptly, but in no event more than five days, following the transmittal thereof to the Insurance Department in its jurisdiction of domicile (the Borrower being deemed for this purpose to be domiciled in the Cayman Islands and Bermuda), a copy of any Annual Statement or Quarterly Statement of each Insurance Subsidiary delivered to such Insurance Department prepared in accordance with SAP and in conformity with the requirements of such Insurance Department;
(vi) promptly, but in no event more than five days, following the transmittal thereof to the Insurance Department in its jurisdiction of domicile (the Borrower being deemed for this purpose to be domiciled in the Cayman Islands and Bermuda), a copy of the "Statement of Actuarial Opinion" or similar actuarial statement delivered to such Insurance Department as to the adequacy of each Insurance Subsidiary's loss reserves, which opinion shall be in conformity with the requirements of such Insurance Department;
(vii) promptly, but in no event more than five days, following the transmittal thereof by or on behalf of each Insurance Subsidiary to the Insurance Department in its jurisdiction of domicile (the Borrower being deemed for this purpose to be domiciled in the Cayman Islands and Bermuda), a copy of the management discussion and analysis or similar statement filed with such Insurance Department for such Insurance Subsidiary with respect to periods ended any financial statements or other information;
(viii) (A) prior to March 31, 2007, a projection, supplementing the date projection referred to in Section 6.01(g)(iii)(A), showing Available Liquidity as of this Agreementthe last day of each fiscal month for the period from March 31, each 2007 through March 31, 2008, prepared in a manner consistent with the projection referred to in Section 6.01(g)(iii) and otherwise in form and scope satisfactory to the Agent, and (B) as soon as available and in any event not later than December 31, 2007, projected quarterly balance sheets and income statements of Xxxxxxx’x independent public accounting firms, Xxxxx Xxxxxx Xxxxxxx LLP and S.R. Xxxxxxxxx, P.C., was independent of Xxxxxxx the Parent and its management. As Subsidiaries and the Borrower and its Subsidiaries for the Fiscal Year ending in 2008, supplementing and superseding the financial projections referred to in Section 6.01(g)(iii)(B), in form and substance satisfactory to the Agent, all such financial projections to be certified by an Authorized Officer of the date hereofParent as being reasonable, Xxxxxxx’x independent public accounting firmto be prepared on a reasonable basis and in good faith, S.R. Xxxxxxxxxand to be based on assumptions believed by the Parent to be reasonable at the time made and from the best information then available to the Parent;
(ix) promptly after any request by the Agent, P.C.copies of any detailed audit reports, has not resigned management letters or recommendations submitted to the Board of Directors (or informed Xxxxxxx that it intends to resignthe audit committee of the Board of Directors) or been dismissed as a result of or any Loan Party by independent accountants in connection with the accounts or books of such Person or any disagreements with Xxxxxxx on a matter of accounting principles its Subsidiaries, or practicesany audit of any of them; and
(x) promptly after the same are available, copies of each annual report, proxy or financial statement disclosure or auditing scope other report or procedurecommunication sent to the stockholders of the Parent or any holders of Indebtedness of the Parent or any of its Subsidiaries (not held by the Parent or one of its Subsidiaries), and copies of all annual, regular, periodic and special reports and registration statements which the Parent or any Subsidiary may file or be required to file with the SEC under Section 13 or 15(d) of the Exchange Act or under the rules of any other national domestic or foreign securities exchange, and not otherwise required to be delivered to the Agent pursuant hereto.
Appears in 1 contract
Financial Statements and Related Matters. (a) Xxxxxxx has delivered or made available to Purchaser the Xxxxxxx Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2019 and monthly periods commencing after January 31, 2020, which it will deliver or make available by each respective delivery date as required by this Agreement. The Xxxxxxx 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 the Xxxxxxx Companies and (ii) fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and cash flows of Xxxxxxx as of and for the periods ended on the dates thereof. The Xxxxxxx 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 Xxxxxxx Financials, have been Financial Statements were prepared in accordance with GAAP consistently applied, except for (i) omission of the notes from applied and present fairly in all material respects the financial statements, applicable to any interim period, position and (ii) with respect to any interim period, normal year-end adjustments results of operations of Wxxxx US and notes theretoWxxxx Canada at the dates and for the periods indicated therein.
(b) Xxxxxxx did notOn the Interim Balance Sheet Date, as of neither Wxxxx US nor Wxxxx Canada had any Liability, required to be reflected in balance sheets (including the date of the Xxxxxxx Financials or any subsequent datenotes thereto) prepared in accordance with GAAP, have any Liabilities or loss contingencies of any nature, whether absolute, accrued, contingent or otherwise, that are which was not fully disclosed, reflected or reserved against in the balance sheets included Interim Balance Sheets or set forth in Section 7.16(b) of the Xxxxxxx Financials at the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in a note theretoDisclosure Schedule; and, except for Liabilities and loss contingencies that are not material in which have been incurred since the aggregate and that are incurred Interim Balance Sheet Date in the Ordinary Course, and except for Liabilities and loss contingencies that are within since the subject matter of a specific representation and warranty herein or that have not had a Xxxxxxx Material Adverse Effect and subjectInterim Balance Sheet Date, in the case of neither Wxxxx US nor Wxxxx Canada has incurred any unaudited statements, to normal recurring audit adjustments and the absence of notes theretoLiability.
(c) During All of the periods covered Accounts Receivable which are reflected in the Interim Balance Sheets were acquired by Wxxxx US and Wxxxx Canada in the Xxxxxxx Financials Ordinary Course; and all of the Accounts Receivable which have been acquired by Wxxxx US and Wxxxx Canada since the Interim Balance Sheet Date were acquired in the Ordinary Course. Except as set forth in Section 7.16(c) of the Disclosure Schedule each Accounts Receivable arose from bona fide sales of goods or services in the Ordinary Course to Persons that are not Affiliates of Sellers or Wxxxx Canada. The Interim Balance Sheets reflect reserves for uncollectible Accounts Receivable consistent with respect the past history and practice of Wxxxx US and Wxxxx Canada, respectively, and to periods ended prior to Sellers’ Knowledge, such reserves are adequate.
(d) All of the date of this Agreement, each of Xxxxxxx’x independent public accounting firms, Xxxxx Xxxxxx Xxxxxxx LLP and S.R. Xxxxxxxxx, P.C., was independent of Xxxxxxx and its management. accounts payable which are reflected on the Interim Balance Sheets arose in the Ordinary Course.
(e) As of the date hereof, Xxxxxxx’x independent public accounting firmneither Wxxxx US nor Wxxxx Canada has any Indebtedness, S.R. Xxxxxxxxxexcept as described in Section 7.16(e) of the Disclosure Schedule; and, P.C.as of the Closing, has not resigned (neither the Purchased Assets nor any assets owned or informed Xxxxxxx that it intends held by Wxxxx Canada will be subject to resign) or been dismissed as a result of or in connection with any disagreements with Xxxxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureLiens other than Permitted Liens.
Appears in 1 contract
Financial Statements and Related Matters. (a) Xxxxxxx has delivered or made available to Purchaser the Xxxxxxx Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2019 and monthly periods commencing after January 31, 2020, which it will deliver or make available by each respective delivery date as required by this Agreement. The Xxxxxxx 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 the Xxxxxxx Companies and (ii) fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and cash flows of Xxxxxxx as of and for the periods ended on the dates thereof. The Xxxxxxx 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 Xxxxxxx Financials, have been Financial Statements were prepared in accordance with GAAP consistently applied, except for (i) omission of the notes from applied and present fairly in all material respects the financial statements, applicable to any interim period, position and (ii) with respect to any interim period, normal year-end adjustments results of operations of Wxxxx US and notes theretoWxxxx Canada at the dates and for the periods indicated therein.
(b) Xxxxxxx did notOn the Interim Balance Sheet Date, as of neither Wxxxx US nor Wxxxx Canada had any Liability, required to be reflected in balance sheets (including the date of the Xxxxxxx Financials or any subsequent datenotes thereto) prepared in accordance with GAAP, have any Liabilities or loss contingencies of any nature, whether absolute, accrued, contingent or otherwise, that are which was not fully disclosed, reflected or reserved against in the balance sheets included Interim Balance Sheets or set forth in Section 7.16(b) of the Xxxxxxx Financials at the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in a note theretoDisclosure Schedule; and, except for Liabilities and loss contingencies that are not material in which have been incurred since the aggregate and that are incurred Interim Balance Sheet Date in the Ordinary Course, and except for Liabilities and loss contingencies that are within since the subject matter of a specific representation and warranty herein or that have not had a Xxxxxxx Material Adverse Effect and subjectInterim Balance Sheet Date, in the case of neither Wxxxx US nor Wxxxx Canada has incurred any unaudited statements, to normal recurring audit adjustments and the absence of notes theretoLiability.
(c) During All of the periods covered Accounts Receivable which are reflected in the Interim Balance Sheets were acquired by Wxxxx US and Wxxxx Canada in the Xxxxxxx Financials Ordinary Course; and all of the Accounts Receivable which have been acquired by Wxxxx US and Wxxxx Canada since the Interim Balance Sheet Date were acquired in the Ordinary Course. Except as set forth in Section 7.16(c) of the Disclosure Schedule each Accounts Receivable arose from bona fide sales of goods or services in the Ordinary Course to Persons that are not Affiliates of Sellers or Wxxxx Canada. The Interim Balance Sheets reflect reserves for uncollectible Accounts Receivable consistent with respect the past history and practice of Wxxxx US and Wxxxx Canada, respectively, and to periods ended prior to Sellers' Knowledge, such reserves are adequate.
(d) All of the date of this Agreement, each of Xxxxxxx’x independent public accounting firms, Xxxxx Xxxxxx Xxxxxxx LLP and S.R. Xxxxxxxxx, P.C., was independent of Xxxxxxx and its management. accounts payable which are reflected on the Interim Balance Sheets arose in the Ordinary Course.
(e) As of the date hereof, Xxxxxxx’x independent public accounting firmneither Wxxxx US nor Wxxxx Canada has any Indebtedness, S.R. Xxxxxxxxxexcept as described in Section 7.16(e) of the Disclosure Schedule; and, P.C.as of the Closing, has not resigned (neither the Purchased Assets nor any assets owned or informed Xxxxxxx that it intends held by Wxxxx Canada will be subject to resign) or been dismissed as a result of or in connection with any disagreements with Xxxxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureLiens other than Permitted Liens.
Appears in 1 contract
Financial Statements and Related Matters. (a) Xxxxxxx has delivered or made available to Purchaser the Xxxxxxx Financials, except those pertaining to annual The Financial Statements and quarterly periods ending on or after September 30, 2019 and monthly periods commencing after January 31, 2020, which it will deliver or make available by each respective delivery date TTC Financial Statements are attached hereto as required by this AgreementSchedule 4.14. The Xxxxxxx Financials Financial Statements were prepared in accordance with respect to periods ending prior to the date of this Agreement (i) are true, accurate generally accepted accounting principles consistently applied and complete present fairly in all material respects, and have been prepared from, and are in accordance with, the Books and Records of the Xxxxxxx Companies and (ii) fairly present, in all material respects, respects the consolidated financial position, position and results of operations, changes in stockholders’ equity operations and cash flows of Xxxxxxx as of TeleHub and TTC at the dates, and for the periods ended on the dates thereofindicated therein. The Xxxxxxx 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 Xxxxxxx Financials, have been TTC Financial Statements were prepared in accordance with GAAP generally accepted accounting principles, consistently applied, except for (i) omission of the notes from applied and presents fairly in all respects the financial statements, applicable to any interim period, position and (ii) with respect to any interim period, normal year-end adjustments results of operations of TTC at the dates and notes theretofor the periods indicated therein.
(b) Xxxxxxx did notOn the TeleHub Balance Sheet Date and the TTC Balance Sheet Date, as all debts, liabilities or obligations of TeleHub and TTC, respectively, of any nature (whether accrued, absolute, contingent or otherwise) which are of the date type required by generally accepted accounting principles to be reflected on balance sheets and the notes thereto, were fully disclosed, reflected or reserved against in the TeleHub Balance Sheet or the notes thereto and in the TTC Balance Sheet. Except for current liabilities or obligations which have been incurred since the TeleHub Balance Sheet Date in the ordinary course of business and which, individually and in the aggregate are not material to the Business, since the TeleHub Balance Sheet Date, neither TeleHub nor TTC has incurred any debt, liability or obligation of any nature (whether known or unknown, accrued, absolute, contingent or otherwise and whether due or to become due). Subsequent to the transfer of the Xxxxxxx Financials or any subsequent datePurchased Assets and the Company's assumption of the Assumed Liabilities, the Company will not have any Liabilities liabilities or loss contingencies obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise, that are not fully reflected otherwise and whether due or reserved against in the balance sheets included in the Xxxxxxx Financials at the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in a note theretobecome due, except for Liabilities and loss contingencies that are not material as set forth in the aggregate and that are incurred in the Ordinary Course, and except for Liabilities and loss contingencies that are within the subject matter of a specific representation and warranty herein or that have not had a Xxxxxxx Material Adverse Effect and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of notes theretoSchedule 1.2.
(c) During All of the periods covered accounts receivables which are reflected in the TeleHub Balance Sheet and the TTC Balance Sheet were acquired by TeleHub or TTC, respectively, in the ordinary and regular course of the conduct of the Business; and all of the accounts receivables which have been or will be acquired by TeleHub or TTC, respectively, since the TeleHub Balance Sheet Date and the TTC Balance Sheet Date were or will be acquired in the ordinary and regular course of the conduct of the Business. The accounts receivable owned by the Xxxxxxx Financials with respect to periods ended prior Company or conveyed to the date Company on the Closing Date pursuant to this Agreement shall be collectible in full by the Company within sixty (60) days after their respective due dates.
(d) On the Closing Date after the payment of this Agreement, each of Xxxxxxx’x independent public accounting firms, Xxxxx Xxxxxx Xxxxxxx LLP and S.R. Xxxxxxxxx, P.C., was independent of Xxxxxxx amounts owed to TeleHub and its management. As of the date Affiliates pursuant to Section 1.4 hereof, Xxxxxxx’x independent public accounting firm, S.R. Xxxxxxxxx, P.C., has the Company's Assumed Liabilities will not resigned (or informed Xxxxxxx that it intends to resign) or been dismissed as a result of or in connection with any disagreements with Xxxxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedureexceed $2,500,000.
Appears in 1 contract
Samples: Organizational Agreement (Telehub Communications Corp)
Financial Statements and Related Matters. (a) Xxxxxxx has delivered or made available to Purchaser the Xxxxxxx Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2019 and monthly periods commencing after January 31, 2020, which it will deliver or make available by each respective delivery date as required by this Agreement. The Xxxxxxx 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 the Xxxxxxx Companies and (ii) fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and cash flows of Xxxxxxx as of and for the periods ended on the dates thereof. The Xxxxxxx 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 Xxxxxxx Financials, have been Financial Statements were prepared in accordance with GAAP consistently applied, except for (i) omission of the notes from applied and present fairly the financial statements, applicable to any interim period, position and (ii) with respect to any interim period, normal year-end adjustments results of operations of Seller at the dates and notes theretofor the periods indicated therein.
(b) Xxxxxxx did notSeller 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, as 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 date of type which should be reflected in balance sheets (including the Xxxxxxx Financials or any subsequent datenotes thereto) prepared in accordance with GAAP, have any Liabilities or loss contingencies of any nature, whether absolute, accrued, contingent or otherwise, that are which was not fully disclosed, reflected or reserved against in the balance sheets included in the Xxxxxxx Financials at the date of such balance sheets that would have been required to be reflected therein in accordance with GAAP consistently applied or fully disclosed in a note theretoMost Recent Audited Balance Sheet; and, except for Liabilities and loss contingencies that are not material in which have been incurred since the aggregate and that are incurred Most Recent Audited Balance Sheet Date in the Ordinary Course, and except for Liabilities and loss contingencies that are within since the subject matter of a specific representation and warranty herein or that have Most Recent Audited Balance Sheet Date, Seller has not had a Xxxxxxx Material Adverse Effect and subject, in the case of incurred any unaudited statements, to normal recurring audit adjustments and the absence of notes theretoLiability.
(cd) During All of the periods covered Accounts Receivable which are reflected in the Most Recent Audited Balance Sheet were acquired by Seller in the Xxxxxxx Financials with respect 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 periods ended prior to the date Persons that are not Affiliates of this Agreement, each of Xxxxxxx’x independent public accounting firms, Xxxxx Xxxxxx Xxxxxxx LLP and S.R. Xxxxxxxxx, P.C., was independent of Xxxxxxx and its management. Seller.
(e) As of the date hereof, Xxxxxxx’x independent public accounting firmSeller has no Indebtedness except as described in Section 7.13(e) of the Disclosure Schedule; and, S.R. Xxxxxxxxxas of the Closing, P.C., has not resigned Seller will have no Indebtedness (or informed Xxxxxxx that it intends to resignother than the letters of credit identified in Section 7.13(e) or been dismissed as a result of or in connection with any disagreements with Xxxxxxx on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurethe Disclosure Schedule).
Appears in 1 contract
