Financial Statements and Schedules. The financial statements and schedules (including the related notes) included in the Registration Statement and the Prospectus present fairly, in all material respects, the financial condition, the results of the operations and changes in financial condition of the entities purported to be shown thereby at the dates or for the periods indicated and have been prepared in accordance with generally accepted accounting principles as applied in the United States (“GAAP”). All adjustments necessary for a fair presentation of results for such periods have been made. The selected financial, operating and statistical data set forth or incorporated by reference in the Prospectus under the captions “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” fairly present, in all material respects, when read in conjunction with the Company’s financial statements and the related notes and schedules and on the basis stated in the Registration Statement, the information set forth therein.
Financial Statements and Schedules. (a) The Company and CEA have delivered to Parent true, correct and complete copies of the following consolidated financial statements, copies of which are attached to the Company Disclosure Schedule, and include an (a) audited balance sheet, income statement, and statement of cash flows as of and for each of the twelve (12) month periods ended December 31, 2009, December 31, 2008, and December 31, 2007 and the related notes thereto (the “Audited Financial Statements”) and (ii) unaudited consolidated financial statements, including the balance sheet, income statement and statement of cash flows as of and for the six (6) month period ended June 30, 2010 (the “Unaudited Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements delivered to Parent with respect to the Company and CEA fairly present in all material respects the financial position and operating results of the Company and CEA for the periods indicated therein and were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated.
(b) Except as set forth in the Company Disclosure Schedule, neither the Company nor CEA has any material liability, loss or obligation of any nature (whether absolute, contingent, or otherwise), except for (a) liabilities included or reflected in the Financial Statements, (b) liabilities or performance obligations arising subsequent to June 30, 2010 in the ordinary course of business consistent with past practice, or (c) liabilities arising other than in the ordinary course of business under any contracts or agreements to which the Company or CEA is a party.
(c) The Company and CEA maintain Financial Reporting Controls. Since January 1, 2007, (i) there has not been any change in the Financial Reporting Controls used by the Company or CEA that has materially affected such Financial Reporting Controls, and (ii) there is no weakness that has materially affected the Company’s or CEA’s ability to record, process, summarize or report financial information. Neither the Company nor CEA nor, to the Knowledge of the Company, any stockholder, director, officer, employee, auditor, accountant or representative of the Company or CEA, has received or has otherwise become aware of any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or CEA or the Company’s or CEA’s internal control over financ...
Financial Statements and Schedules. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, the Basic Prospectus, a Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, the Basic Prospectus, a Preliminary Prospectus or the Prospectus, as the case may be; any reference in this Agreement to the Registration Statement, the Basic Prospectus, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement, the Basic Prospectus, the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment or supplement to the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto.
Financial Statements and Schedules. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, a Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, a Preliminary Prospectus or the Prospectus, as the case may be; any reference in this Agreement to the Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement, the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein, the term “Incorporated Documents” means the documents which at the time are incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto.
Financial Statements and Schedules. The financial statements and schedules (including the related notes) included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus present fairly, in all material respects, the financial condition, the results of the operations and changes in financial condition of the entities purported to be shown thereby at the dates or for the periods indicated and have been prepared in accordance with generally accepted accounting principles as applied in the United States (“GAAP”). All adjustments necessary for a fair presentation of results for such periods have been made. The selected financial, operating and statistical data set forth or incorporated by reference in the Preliminary Prospectus and the Prospectus under the captions “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” fairly present, in all material respects, when read in conjunction with the Company’s financial statements and the related notes and schedules and on the basis stated in the Registration Statement, the information set forth therein. Any interactive data in eXtensible Business Reporting Language included or incorporated within the Time of Sale Disclosure Package or 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 in all material respects.
Financial Statements and Schedules. SSDI shall have delivered the SSDI Financial Statements and all schedules required to be delivered by SSDI pursuant to this Agreement, and the SSDI Financial Statements and such schedules shall be satisfactory to Nayna in its sole discxxxxxn.
Financial Statements and Schedules. Seller has delivered to Purchaser its unaudited income statements of the Business (the "Unaudited Financial Statements") for the twelve (12)-month period ended December 31, 2000 (the "Unaudited Financial Statement Date) and for the months ended January 31, February 28, March 31, and April 30, 2001 and the quarter ended March 31, 2001. Set forth in Section 3.06 of the Seller Disclosure Schedule are schedules of the book value as of the date hereof of the Assets and Properties comprising each of the categories of the Purchased Assets and the book amount as of the date hereof of the Liabilities comprising each of the categories of the Assumed Liabilities, corresponding to the categories set forth in Schedule 2.01(a) and Section 2.02(a), respectively (the "Purchased Asset Schedules" and the "Assumed Liability Schedules," respectively). The Unaudited Financial Statements, Purchased Asset Schedules and Assumed Liability Schedules delivered to Purchaser are correct and complete in all material respects and were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other. The Unaudited Financial Statements present fairly and accurately the operating results of the Business for the periods, indicated therein, subject to normal year-end audit adjustments, which adjustments will not be material in amount, and the Purchased Asset Schedules and Assumed Liability Schedules present fairly and accurately the book value of the Purchased Assets and the book amount of the Assumed Liabilities, respectively, as of the date hereof. Seller maintains and, through the Closing Date, will continue to maintain a system of internal bookkeeping and accounting controls that (i) is
Financial Statements and Schedules. As set forth in Section 3.06 of the Disclosure Schedule, the Company has delivered to Purchaser the Company’s reviewed balance sheet and income statements as of and for the twelve (12) month periods ended December 31, 2007, 2006 and 2005, respectively, as well as the Company’s unaudited balance sheet and income statement as of and for the five (5) months ended May 31, 2008, respectively (together with any financial statements delivered pursuant to Section 6.05 hereof referred to collectively as the “Financial Statements”). The Financial Statements delivered to Purchaser with respect to the Company are correct and complete in all material respects and were prepared on a consistent basis throughout the periods indicated and with each other. However, the Financial Statements are subject to adjustments necessary to conform to GAAP and adjustments, if any, that result from the audits of the December 31, 2007 and 2006 financial statements. The Financial Statements present fairly and accurately the financial position and operating results of the Company for the periods indicated therein, subject to adjustments for GAAP and normal year-end audit adjustments, which audit adjustments are of a normal and recurring nature and are not material in amount, and in the case of the balance sheet and income statement as of and for the five (5) months ended May 31, 2008 and the twelve (12) month period ended December 31, 2005, the absence of notes. The Company maintains and, through the Closing Date, will continue to maintain a system of internal accounting controls that is reasonably and in good faith believed by the Company to be adequate for their intended purpose.
Financial Statements and Schedules. The financial statements included in the Registration Statement, the General Disclosure Package and the Final Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial condition, the results of the operations and changes in financial condition of the entities purported to be shown thereby at the dates or for the periods indicated and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. All adjustments necessary for a fair presentation of results for such periods have been made. The supporting schedules, if any, present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The selected financial, operating and statistical data set forth or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus present fairly, in all material respects, when read in conjunction with the Company’s financial statements and the related notes and schedules and on the basis stated in the Registration Statement, the General Disclosure Package and the Final Prospectus, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectus fairly present the information called for in all material respects and has been prepared in accordance with the Rules and Regulations applicable thereto. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or the Final Prospectus under the Securities Act, the Exchange Act or the Rules and Regulations.
Financial Statements and Schedules. (1) and (2) The required information is set forth in Item 8—"Financial Statements and Supplementary Data."
(3) Exhibit Index:
2.1 Separation and Distribution Agreement, dated as of January 27, 2016, by and among X.X. Xxxxx & CO., X.X. Xxxxx & Co. - Conn., and GCP Applied Technologies Inc.
3.1 Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc. Exhibit 2.1 to Form 8-K filed 1/28/16, SEC File No. 1-37533 Exhibit 3.1 to Form 8-K filed 2/4/16, SEC File No. 1-37533
3.2 Amended and Restated Bylaws of GCP Applied Technologies Inc. Exhibit 3.2 to Form 8-K filed 2/4/16, SEC File No. 1-37533
4.1 Indenture, dated as of January 27, 2016, by and among GCP Applied Technologies Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee. Exhibit 4.1 to Form 8-K filed 1/28/16, SEC File No. 1-37533
4.2 Form of 9.50% Note due 2023 (included as Exhibit A to Exhibit 4.1) Exhibit 4.2 to Form 8-K filed 1/28/16, SEC File No. 1-37533
10.1 Tax Sharing Agreement, dated January 27, 2016, by and among X.X. Xxxxx & Co., X.X. Xxxxx & Co. - Conn. and GCP Applied Technologies Inc.
10.2 Employee Matters Agreement, dated January 27, 2016, by and among X.X. Xxxxx & Co., X.X. Xxxxx & Co. - Conn. and GCP Applied Technologies Inc.
10.3 Transition Services Agreement, dated January 27, 2016, by and between X.X. Xxxxx & Co. - Conn. and GCP Applied Technologies Inc.
10.4 Cross-License Agreement, dated January 27, 2016, by and among GCP Applied Technologies Inc., X.X. Xxxxx & Co. - Conn. and Grace GmbH & Co. KG.
10.5 Grace Transitional License Agreement, dated January 27, 2016, by and between X.X. Xxxxx & Co. - Conn. and GCP Applied Technologies Inc.
10.6 Credit Agreement, dated February 3, 2016, by and among GCP Applied Technologies, Grace Construction Products Limited, Grace NV, the lenders party thereto from time to time and Deutsche Bank AG New York Branch, as the administrative agent.
10.7 First Amendment to Credit Agreement, dated August 25, 2016, by and among GCP Applied Technologies, Grace Construction Products Limited, GCP Applied Technologies NV (Formerly Grace NV), the lenders party thereto from time to time and Deutsche Bank AG New York Branch, as the administrative agent. Exhibit 10.1 to Form 8-K filed 1/28/16, SEC File No. 1-37533 Exhibit 10.2 to Form 8-K filed 1/28/16, SEC File No. 1-37533 Exhibit 10.3 to Form 8-K filed 1/28/16, SEC File No. 1-37533 Exhibit 10.4 to Form 8-K filed 1/28/16, SEC File No. 1-37533 Exhibit 10.5 t...