Financial Statements and Undisclosed Liabilities. (a) The financial statements of Parent (including any related notes and schedules thereto) included in the Parent SEC Documents (i) have been derived from the accounting books and records of Parent and Parent’s consolidated 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 Parent and Parent’s consolidated 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).
(b) Parent and Parent’s consolidated subsidiaries do not have any liabilities or obligations of any nature (whether absolute, contingent, accrued or otherwise) required by GAAP to be reflected or reserved against in a consolidated balance sheet (or the notes thereto) of Parent, except for those liabilities and obligations (i) reflected or reserved against in the most recent consolidated balance sheet of the Company (including the notes thereto) included in Parent’s transition report on Form 10-K for the transition period ended November 30, 2018, (ii) incurred since November 30, 2018 in the ordinary course of business consistent with past practice, (iii) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect or (iv) incurred in accordance with this Agreement.
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. (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.
(b) The Seller Entities maintain books and records relating to the DonTech Business which are accurate in all material respects. While they have not been investigated or tested other than as part of SBC's consolidated internal accounting controls, to the Knowledge of Sellers, there is no reason to believe that the system of internal accounting controls which applies to the financial and accounting records from which the Financial Statements were prepared is not sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, in each case with respect to the DonTech Business.
(c) The Wholly Owned Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) required by GAAP to be reflected on the Financial Statements that would reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, except for liabilities or obligations (i) disclosed, reflected or reserved against in the Financial Statements or the notes thereto and (ii) incurred in the Ordinary Course of Business (as hereinafter defined) since December 31, 2003. This representation s...
Financial Statements and Undisclosed Liabilities. (a) The Company has delivered to the Buyer its unaudited balance sheet (“Balance Sheet”) as of June 30, 2020 (the “Interim Date”) and its audited financial statements of the Company for the period ended December 31, 2020 (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.”
(b) All of the Financial Statements: (i) are true and correct in all material respects and present fairly the financial position of the Company as of the dates thereof and the results of operations and changes in financial position for the respective periods covered by such statements, and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company’s past practices.
(c) The Company does not have any indebtedness, liability, claim or obligation of any nature, fixed or contingent, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Date; or (ii) commercial obligations to perform pursuant to executory obligations not in default as disclosed pursuant to this Agreement. To the best of Sellers’ knowledge, there is no existing condition, situation or set of circumstances which will result in any such liabilities.
(d) The accounts receivable shown on the Interim Financial Statements or those acquired after the Interim Date and not collected prior to the date hereof arose in the ordinary and normal course of business and represent accounts validly due for goods sold or services rendered or validly incurred indebtedness on the part of those obligated thereon, are fully collectible in the ordinary course of business in the aggregate face amounts thereof without offset or counterclaim, net of the reserve for doubtful accounts shown on the Balance Sheet, if any, which reserve, if any, has been determined on a basis which is consistent with prior periods, and there are no facts actually known to Sellers to cause an increase in such reserve. Notwithstanding the foregoing, The books of account of the Company reflect as of the dates shown thereon substantially all ...
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."
(b) All of the Financial Statements: (i) are true and correct in all material respects and present fairly the financial position of the Company as of the dates thereof and the results of operations and changes in financial position for the respective periods covered by such statements, and (ii) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with Company's past practices.
(c) The Company does not have any indebtedness, liability, claim or obligation of any nature, fixed or contingent, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured or otherwise of any kind or nature whatsoever, except: (i) as shown dollar for dollar on the Balance Sheet or incurred in the ordinary course of business on commercially reasonable terms subsequent to the Interim Financial Statements; or (ii) commercial obligations to perform pursuant to executory obligations not in default as disclosed pursuant to this Agreement. To the Best Knowledge of the Company, there is no existing condition, situation or set of circumstances which will result in any such liabilities.
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.
(b) Except as disclosed in the latest balance sheet included in the Financial Statements, Company does not have any liabilities or obligations of any kind, asserted or not asserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured 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 incurred in the ordinary course of business since December 31, 2017.
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. Weststar has heretofore furnished to Denmark true and complete copies of the INITIAL DRAFT of the audited financial statements of Weststar as of December 31, 1999 (the "Weststar Financial Statements"). The Weststar Financial Statements were prepared in accordance with GAAP and present fairly the financial position, results of operations and cash flow of Weststar as of the date and for the period indicated. Except as disclosed in the Weststar Financial Statements, Weststar 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 Weststar's knowledge, Weststar 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 Weststar or any of its dealers or representatives.
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.
(b) The Company has no Liabilities that are not fully reflected or provided for on the balance sheets included in the Financial Statements, except Liabilities incurred in the Ordinary Course of Business since January 1, 2006, none of which individually or in the aggregate has had or could reasonably be expected to have an adverse affect on the Business or the Assets.
Financial Statements and Undisclosed Liabilities. Seller has delivered to Buyer the following unaudited financial statements and balance sheets, each as of and for the year-ended December 31, 2008 (the “Financial Statements Date”): (A) income statement of the Business, and (B) balance sheet for the Business (such statements hereinafter being referred to as the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP consistently applied and fairly present in all material respects the financial condition, the Acquired Assets and Liabilities and the results of operation of the Business at the dates thereof and for the periods covered thereby. Except for normal year-end adjustments (which in the aggregate will not be material to Seller’s Financial Statements), to Seller’s Knowledge, Seller has no liability (and there is no basis for any present or future action, suit, investigation, claim or other similar action that would reasonably give rise to any liability) that did not arise in the ordinary course of business.
