Financial Statements; Assets and Liabilities. Fullcomm's and Fullcomm LLC's unaudited financial statements for the stub period from inception to and through the period ending December 31, 1999, have been or will be delivered to Contessa and are true and complete in all material aspects. Fullcomm has good and marketable title to all of its assets and property to be delivered to Contessa hereunder free and clear of any and all liens, claims and encumbrances, except as may be otherwise set forth herein and in its financial statements. Fullcomm maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed with management's authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's authorizations and (iv) the recorded accountability for assets if compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference. Fullcomm has not engaged in any transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts or funds which have been and are reflected in the normally maintained books and records of Fullcomm.
Financial Statements; Assets and Liabilities. GMI has good and marketable title to all of the assets to be transferred and delivered to FIRST MANHATTAN hereunder, free and clear of any and all liens, claims and encumbrances, except as may be otherwise set forth herein and in its financial statements and further set forth in Exhibit 4.3 annexed hereto and by this reference made a part hereof.
Financial Statements; Assets and Liabilities. Prior to the execution of this Agreement, Seller has delivered to Purchaser a true and complete copy of the unaudited balance sheet of the Company as of November 30, 1999, a copy of which is attached hereto as EXHIBIT C, and the related unaudited statements of operations, stockholders' equity and cash flows for the portion of the fiscal year then ended. Except as set forth in the notes thereto, all such financial statements (i) were prepared in accordance with GAAP, (ii) fairly present the consolidated financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, and (iii) were compiled from the Books and Records of the Company regularly maintained by management and used to prepare the financial statements of the Company in accordance with the principles stated therein. The Company has maintained its Books and Records in a manner sufficient to permit the preparation of financial statements in accordance with GAAP.
Financial Statements; Assets and Liabilities. (a) Stronghold's audited financial statements for the stub period from inception through December 31, 2000, and for the year ending December 31, 2001, have been delivered to TDT and are true and complete in all material respects, having been prepared in accordance with GAAP applied on a consistent basis for the periods covered by such statements, and fairly present, in accordance with GAAP, the financial condition of Stronghold and results of its operations in all material respects for the periods covered thereby. Stronghold maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed with management's authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management's authorizations and (iv) the recorded accountability for assets if compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference. Stronghold has not engaged in any transaction, maintained any back account or used any corporate funds except for transactions, bank accounts or funds which have been and are reflected in the normally maintained books and records.
Financial Statements; Assets and Liabilities. AII has good and marketable title to all of the assets to be transferred and delivered to FBID hereunder, free and clear of any and all liens, claims and encumbrances, except as may be otherwise set forth herein and in its financial statements and further set forth in Exhibit 4.3 annexed hereto and by this reference made a part hereof.
Financial Statements; Assets and Liabilities. Tamboril's -------------------------------------------- financial statements for the period ended September 30, 1996, a copy of which is annexed hereto as Exhibit 4.3 and by this reference made a part hereof, are true and complete in all material respects, having been prepared in accordance with generally accepted accounting principles applied on a consistent basis for the periods covered by such statements, and fairly present, in accordance with generally accepted accounting principles, the financing condition of Tamboril, and results of its operations for the periods covered thereby. Tamboril has good and marketable title to all of its assets and property to be delivered to Idaho hereunder ( by way of tendering all of its outstanding shares of common stock of Idaho), free and clear of any and all liens, claims and encumbrances, except as may be otherwise set forth herein and in its financial statements.
Financial Statements; Assets and Liabilities. Centra's financial statements for the years ended December 31, 2001 and 2000, copies of which are annexed hereto as Schedule 4.3 and, by this reference, made a part hereof, are true and complete in all material respects, having been prepared in accordance with generally accepted accounting principles applied on a consistent basis for the periods covered by such statements, and fairly present the financial condition of Centra and results of its operations for the periods covered thereby. Centra has good and marketable title to all of its assets, free and clear of any and all liens, claims and encumbrances, except as may be otherwise set forth herein and in its financial statements. Except as otherwise disclosed to Rako in writing and as set forth herein and in Schedule 4.3, and other than according to the ordinary and usual course of Centra's business, consistent with such practice, (a) Centra has engaged only in its routine daily business since the date of its financial statements, and (b) there has not been any material adverse change in the business operations, assets, properties, prospects or condition (financial or otherwise) of Centra taken as a whole, from that reflected in the financial statements referred to in this Section 4.3.
Financial Statements; Assets and Liabilities. Phoenician's financial statements for the period ended __________________, 1995 (which shall be updated through the period ended December 31, 1995 as soon as practical), a copy of which is annexed hereto as Exhibit 4.3 and by this reference made a part hereof, are true and complete in all material respects, having been prepared in accordance with generally accepted accounting principles applied on a consistent basis for the periods covered by such statements, and fairly present the financial condition of Phoenician and results of its operations for the periods covered thereby. Phoenician has good and marketable title to all of its assets and property to be delivered to IGRI hereunder, free and clear of any and all liens, claims and encumbrances, except as may be otherwise set forth herein and in its financial statements or as otherwise set forth in Exhibit 1.4.
Financial Statements; Assets and Liabilities. OIS has good and marketable title to all of the assets to be transferred and delivered to FGNI hereunder, free and clear of any and all liens, claims and encumbrances, except as may be otherwise set forth herein and in its financial statements and further set forth in Exhibit 4.3 annexed hereto and by this reference made a part hereof.
Financial Statements; Assets and Liabilities. CAL has good and marketable title to all of the assets to be transferred and delivered to ISMG hereunder, free and clear of any and all liens, claims and encumbrances, except as may be otherwise set forth herein and in its financial statements and further set forth in Exhibit 4.3 annexed hereto and by this reference made a part hereof.
