Financial Statements; Books and Records. (a) Sellers have delivered to FID or its counsel true, correct and complete copies of (i) the audited balance sheet and profit and loss account of the Company as of 31st March 2014 and (ii) the unaudited balance sheet and statement of profit and loss of the Company 31 December 2014 (the “Unaudited Balance Sheet”), (all of the foregoing financial statements accounts of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as of 31 December 2019 (if the relevant company was in existence on 30 June 2013) (the “Financial Statements”) and (iii) the management accounts of the Companies and each Company Subsidiary as of 31 December 2014 (the “Management Accounts”). The Financial Statements comply with the United Kingdom’s Companies Xxx 0000 and have been prepared on a proper and consistent basis in accordance with UK GAAP, and give a true and fair view of the assets, liabilities and state of affairs of the Company and each Company Subsidiary as at the dates indicated therein and of the profits and losses of the Company and each Company Subsidiary for the periods therein specified. The Management Accounts have been prepared with reasonable diligence and are not materially misleading.
(b) All accounts, books, records and ledgers of each member of the Target Group have been, and are being, fully, properly and accurately maintained in accordance with UK GAAP in all material respects, to the extent applicable, and any other applicable legal and accounting requirements and reflect only actual transactions, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. The minute books of each member of the Target Group contain true, correct and complete records of all minutes for all meetings and other corporate actions of the members, board of directors (including committees thereof), members and managers of each member of the Target Group, as applicable, to the extent they are legally required to do so. The statutory registers of each member of the Target Group reflect all issuances, transfers, repurchases and cancelations of equity interests of each member of the Target Group, as applicable. True, correct and complete copies of the minute books and statutory registers of each member of the Target Group have been provided to FID or its counsel by the relevant member of the Target Group.
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies of: (i) the audited balance sheets of the Company as of December 31, 2010 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, except, in the case of the Interim Balance Sheet, for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are im...
Financial Statements; Books and Records. (a) Commencing not later than July 30, 1997, and continuing not later than on the last day of January, April, July and October in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, and again on the day when the last payment against the principal hereof is made, each of Westfield Partners and Westland Management shall deliver to the Holder unaudited financial statements prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by the principal financial officer of Westland Management and Westfield Partners, respectively, for such fiscal quarter and (in the case of the second, third and fourth fiscal quarters) for the period from the beginning of the applicable Fiscal Year to the end of such fiscal quarter, which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding fiscal quarter, together with the Contingent Interest payment required under this Note for such fiscal quarter.
(b) Commencing not later than April 30, 1998, and continuing not later than the thirtieth day of April in each succeeding Fiscal Year thereafter until this Note shall have been paid in full, each of Westfield Partners and Westland Management shall deliver to the Holder an original annual audit report prepared in accordance with generally accepted accounting principles consistently applied for the Property, certified by an independent certified public accountant acceptable to the Holder (it being agreed that any nationally-recognized public accounting firms is acceptable to the Holder), which shall include, with respect to the Property, a Statement of Rents and Expenses and a Statement of Cash Flows and all data necessary for calculation of Contingent Interest for the preceding Fiscal Year. There shall also be submitted by the Makers with such audited statement and audit report, a certificate of compliance with the provisions of this Note, which certificate of compliance shall be executed by the principal financial officers of the Makers and a reconciliation between the audited financial report and the Contingent Interest statement. If, as a result of audit adjustments in connection with such audited financial statements, the aggregate amount of Contingent Interest payable for such Fiscal Year shall be greater or less than the amount calculated on the basis of th...
Financial Statements; Books and Records. (a) Section 2.6(a) of the Disclosure Schedule contains an accurate copy of (i) the consolidated, audited balance sheets of the Company and its Subsidiaries as of December 31, 2017, December 31, 2016 and December 31, 2015 (the “Balance Sheets”) and the related, consolidated, audited statement of income for the years then ended, (ii) the consolidated, unaudited balance sheet of the Company and its Subsidiaries as of December 31, 2018 (the “Interim Balance Sheets“) and the related, consolidated unaudited statement of income for the 12-month period then ended (collectively, the “Financial Statements”).
(b) The Financial Statements: (i) fairly present the financial condition of the Purchased Companies as of the dates, and the results of their operations and cash flows for the periods indicated therein; and (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (subject to the absence of footnote disclosure and in the case of interim statements to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse)).
(c) The Purchased Companies have no Liabilities of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that would be required to be disclosed in financial statements or footnotes thereto prepared in accordance with GAAP, except for those (i) reflected or reserved against in the Interim Balance Sheets, (ii) incurred after the date of the Interim Balance Sheets in the Ordinary Course of Business and (iii) incurred in connection with the Contemplated Transactions.
(d) The books of account, minute books, member record books and other books and records of the Purchased Companies are kept in the Ordinary Course of Business in accordance with reasonable business practices and applicable Laws.
(e) There has been no Material Adverse Effect since the date of the Interim Balance Sheets.
Financial Statements; Books and Records. The Company shall prepare or have prepared financial statements in accordance with generally accepted accounting principles and shall keep true and proper books of records and accounts in which full and correct entries are made of all its business transactions. Copies of such financial statements shall be provided to the Authority and the Trustee promptly upon request.
Financial Statements; Books and Records. (a) Except as set forth on Schedule 5.08, all Financial Statements which have been furnished by or on behalf of any Relevant Party, the Sponsor or any of their Affiliates to the Administrative Agent in connection with the Loan Documents have been prepared in accordance with GAAP, consistently applied and present fairly in all material respects the financial condition of the Persons covered thereby as of the respective dates thereof, subject, in the case of any such unaudited Financial Statements, to changes resulting from audit and normal year-end adjustments, including the absence of footnotes and subject to validation of individual capital accounts in calculating net loss attributable to noncontrolling interests in conformity with GAAP.
(b) All books, accounts and files of each Relevant Party are accurate and complete in all material respects, and Borrower has access to all such books and records and the authority to grant access to such books and records to the Secured Parties.
Financial Statements; Books and Records. The Pledgor will (a) at all times maintain, in accordance with generally accepted accounting principles consistently applied, accurate and complete books and records pertaining to the operation, business affairs, and financial condition of the Pledgor and pertaining to the Collateral and any contracts and collections relating to the Collateral, (b) furnish to the Lender promptly upon request, certified by an officer of the Pledgor and in the form and content and at the intervals specified by the Lender, such financial statements, reports, schedules, and other information with respect to the operation, business affairs, and financial condition of the Pledgor as the Lender may from time to time require, (c) at all reasonable times, and without hindrance or delay, permit the Lender or any person designated by the Lender to enter any place of business of the Pledgor or any other premises where any books, records, and other data concerning the Pledgor and/or the Collateral may be kept and to examine, audit, inspect, and make extracts from and photocopies of any such books, records, and other data, (d) furnish to the Lender promptly upon request, certified by an officer of the Pledgor and in the form and content specified by the Lender, lists of purchasers of inventory, aging of accounts, aggregate cost or wholesale market value of inventory, schedules of equipment, and other data concerning the Collateral as the Lender may from time to time specify, and (e) mark xxx books and records in a manner satisfactory to the Lender so that the Lender's rights in and to the Collateral will be shown.
Financial Statements; Books and Records. There has been previously delivered to the Company, the unaudited balance sheet of as March 31, 2006 (the “Balance Sheet”) and the related statements of operations for the periods then ended (the "Financial Statements"). The Financial Statements are true and accurate and fairly represent the financial position of the Company as at such dates and the results of its operations for the periods then ended, and have been prepared in accordance with generally accepted accounting principles consistently applied.
Financial Statements; Books and Records. Each of the financial statements provided to Buyer pursuant to Section 4.1(a) hereof: (i) is in accord with the Books and Records of Seller; (ii) presents fairly, completely and accurately the results of operations for the respective periods covered thereby; and (iii) is prepared in accordance with generally accepted accounting principles. All of the Books and Records relating to the Property delivered to Buyer fairly, completely and accurately reflect the ownership, operation and occupancy of the Property and all income received and expenses incurred by Seller in connection therewith.
Financial Statements; Books and Records. The ValliCorp --------------------------------------- Financial Statements fairly present the consolidated financial position of ValliCorp and its consolidated subsidiaries as of the dates indicated and the consolidated results of operations, changes in shareholders' equity and cash flows of ValliCorp and its consolidated subsidiaries for the periods then ended in conformity with generally accepted accounting principles ("GAAP") applicable to financial institutions applied on a consistent basis except as disclosed therein. Such consolidated financial statements as of any fiscal year end have been audited by independent auditors and include an unqualified opinion(s) of such auditing firm(s) to the effect that such financial statements have been prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial position, results of operations and cash flows of ValliCorp at the dates indicated and for the periods then ending. The books and records (including ValliCorp Financial Statements) of ValliCorp and each ValliCorp Subsidiary fairly reflect in all material respects the transactions to which it is a party or by which its properties are subject or bound and such books and records have been properly kept and maintained. The financial records of ValliCorp and the ValliCorp Subsidiaries have been, and are being and shall be, maintained in all material respects in accordance with all applicable legal and accounting requirements sufficient to insure that all transactions reflected therein are, in all material respects, executed in accordance with management's general or specific authorization and recorded in conformity with GAAP at the time in effect. Management of ValliCorp believes that the data processing equipment, data transmission equipment, related peripheral equipment and software used by ValliCorp in the operation of its business to generate and retrieve its financial records are adequate for the current needs of ValliCorp.
