Financial Statements and Undisclosed Liabilities. (a) The financial statements of the Company (including any related notes and schedules thereto) included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) as of their respective dates of filing with the SEC complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries and the consolidated results of operations, stockholders’ equity and cash flows as of the dates and for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are material).
Financial Statements and Undisclosed Liabilities. The Company has delivered to the Parent audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Parent monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the Parent, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "Exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.
Financial Statements and Undisclosed Liabilities. Sellers have heretofore furnished to Purchaser true and complete copies of (i) the audited financial statements of the Company as of December 31, 1999, (ii) the unaudited balance sheet of the Company at June 30, 2000, and (iii) the related unaudited statement of income and retained earnings and statement of cash flows for the Company as of June 30, 2000, together with the notes thereto (collectively, the "Financial Statements," copies of which are attached hereto as EXHIBIT 4.8). To the best knowledge of Sellers, the Financial Statements present fairly the financial position, results of operations and cash flow of the Company as of the date and for the period indicated. Except as disclosed in the Financial Statements, to the best of Sellers' knowledge following diligent review, the Company has no material liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, whether or not such liabilities or obligations would have been required to be disclosed on a balance sheet prepared in conformity with GAAP, other than liabilities and obligations incurred since June 30, 2000 in the ordinary course of business and consistent with past practices. Without limiting the generality of the foregoing, to the best of Sellers' knowledge following diligent review, the Company has no material liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any material liability) arising out of any injury to persons or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered by the Company or any of the Company's dealers or representatives, other than liabilities and obligations incurred since June 30, 2000 in the ordinary course of business and consistent with past practices. Third-party accountants retained by Purchaser prepared the audited financial statements of the Company as of December 31, 1999. Although Sellers make no representation as to the correctness of such audited financials, Sellers do represent that all of the information provided by Sellers and the Company to the accountants for the preparation of such audited financials was correct.
Financial Statements and Undisclosed Liabilities. (a) The Company shall deliver prior to closing to the Buyer its unaudited financial statements of the Company for the period ended May 31, 2013 (all of which financial statements are collectively referred to as "Interim Financial Statements"). The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as "Financial Statements."
Financial Statements and Undisclosed Liabilities. (a) Sellers have made available to Buyer true and correct copies of the audited combined consolidated balance sheets of the DonTech Business as of December 31, 2002 and December 31, 2003, and the audited combined consolidated statements of income and cash flows of the DonTech Business for each of the fiscal years in the three-year period ended December 31, 2003, including the notes thereto (the "Audited Financial Statements" and, collectively with the Unaudited Financial Statements (as hereinafter defined), the "Financial Statements"). Except as disclosed therein, the Financial Statements previously delivered to Buyer have been prepared from, and are consistent with, the books and records of the Seller Entities which relate to the DonTech Business and present fairly and accurately, in all material respects, the financial position, results of operations and cash flows of the DonTech Business on a combined consolidated basis as of the dates and for the applicable periods indicated (subject, in the case of unaudited Financial Statements, to normal year-end audit adjustments), in each case in conformity with generally accepted accounting principles in the United States ("GAAP") consistently applied except as noted therein.
Financial Statements and Undisclosed Liabilities. (1) Seller has delivered to Purchasers the financial statements described in SCHEDULE 5.3(A) attached hereto (collectively, the "FINANCIAL STATEMENTS"). The Financial Statements in each case have been prepared based on the books and records of the Purchased Entities in accordance with GAAP (except in the case of internally prepared quarterly statements which do not include notes or year-end adjustments), consistently applied throughout the periods covered thereby and fairly present in all material respects the financial condition, results of operations and statements of cash flow of the Purchased Entities as of the dates or periods indicated (subject in the case of interim financial statements to normal year-end adjustments). Since the Balance Sheet Date, the Purchased Entities have conducted its respective businesses in a consistent manner without change of accounting policy or procedure including, without limitation, its practices in connection with the treatment of revenue recognition, capitalization policies, reserves and expenses.
Financial Statements and Undisclosed Liabilities. (a) The balance sheet of Company at December 31, 2016 and December 31, 2017, and the related statement of income for the periods then ended, together with the notes thereto (the "Financial Statements"), were prepared in accordance with GAAP or some other comprehensive basis of accounting. The Financial Statements present fairly the financial position and results of operations of Company as of the dates and for the periods indicated. True and complete copies of the Financial Statements are attached as Schedule 3.8.
Financial Statements and Undisclosed Liabilities. Purchaser has heretofore furnished to Sellers true and complete copies of the audited financial statements of Purchaser as of December 31, 1999, and the unaudited financial statements as of June 30, 2000 (the "Purchaser Financial Statements"). The Purchaser Financial Statements were prepared in accordance with GAAP and present fairly the financial position, results of operations and cash flow of Purchaser as of the date and for the period indicated. Except as disclosed in the Purchaser Financial Statements, Purchaser has no material liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, whether or not such liabilities or obligations would have been required to be disclosed on a balance sheet prepared in conformity with GAAP. Without limiting the generality of the foregoing, to the best of Purchaser's knowledge, Purchaser has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any liability) arising out of any injury to persons or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered by Purchaser or any of its dealers or representatives.
Financial Statements and Undisclosed Liabilities. (a) The Company has delivered to the Buyer its audited Financial Statement as of December 31, 2015 (the "Financial Statement Date"), and will provide its unaudited balance sheet as of June 30, 2016, no later than the date of Closing, and statements of income and retained earnings for each of the three years or periods then ended, including, in each case, the related notes. The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as "Interim Financial Statements."
Financial Statements and Undisclosed Liabilities. (a) The Company has delivered to the Buyer true, complete and correct copies of the Company’s unaudited financial statements reflecting the financial results of the Company for the year ending December 31, 2006 and for the three months ending March 31, 2007 which are attached hereto as Schedule 2.15 (collectively, the “Financial Statements”). The Financial Statements accurately and completely present all of the cash flows, income, expenses, Liabilities, operations, equity and assets of the Company with respect to the Assets and the Business at the respective dates thereof with no difference between such Financial Statements and the Company’s financial records as maintained.
