Financial Statements; Books and Records; Accounts Receivable. (i) NextTrip has delivered to Sigma the financial statements attached as Section 4.12(a)(i) of the NextTrip Disclosure Schedule hereto (the “NextTrip Financial Statements”). The NextTrip Financial Statements fairly present in all material respects the financial position of NextTrip as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(ii) The books and records of NextTrip are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards.
(iii) The accounts receivable of NextTrip are reflected on the books and records of NextTrip and represent valid obligations arising from the sale of products or performance of services in the Ordinary Course of Business. To the Knowledge of NextTrip, the accounts receivable are current and collectible, net of the respective reserves established on NextTrip’s books and records in accordance with past practices consistently applied. To the Knowledge of NextTrip, there is no contest, claim or right of set-off under any Contract relating to accounts receivable with respect to the amount or validity of such accounts receivable. Section 4.12(a)(iii) of the NextTrip Disclosure Schedule sets forth a complete and accurate aging report of such accounts receivable.
Financial Statements; Books and Records; Accounts Receivable. (i) Within thirty (30) days of the Closing, PDC will deliver financial statements of MESA that have been prepared and audited in accordance with GAAP for the periods listed in Schedule 2.2(i) (the “MESA Financial Statements”). The MESA Financial Statements shall comply in all material respects with the applicable accounting requirements of the SEC.
(ii) The books and records of MESA are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards.
Financial Statements; Books and Records; Accounts Receivable. (i) SANSAL has delivered to ARMEAU the financial statements attached as Section 4.12 of the SANSAL Disclosure Schedules Section 4.12 of the SANSAL Disclosure Schedule (the “SANSAL Financial Statements”). The SANSAL Financial Statements have been prepared in accordance with GAAP and fairly present in all material respects the financial position of SANSAL as of and for the dates thereof and the results of operations for the periods then ended.
(ii) The books and records of SANSAL are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards.
(iii) The accounts receivable of SANSAL are reflected on the books and records of SANSAL and represent valid obligations arising from the sale of products or performance of services in the Ordinary Course o f Business. To the Knowledge of SANSAL, the accounts receivable are current and collectible net of the respective reserves established on SANSAL’s books and records in accordance with past practices consistently applied. To the Knowledge of SANSAL, there is no contest, claim or right of set -off under any Contract relating to accounts receivable with respect to the amount or validity of such accounts receivable.
Financial Statements; Books and Records; Accounts Receivable. (i) US Lighting has delivered to LXRT the financial statements attached as Section 4.12 of the US Lighting Disclosure Schedule hereto (the “US Lighting Financial Statements”). The US Lighting Financial Statements have been prepared on an accrual basis and fairly present in all material respects the financial position of US Lighting as of and for the dates thereof and the results of operations for the periods then ended. Within seventy (70) days of the Closing Date, the Stockholder shall cause to be delivered to LXRT, for filing as part of an amendment to LXRT’s Current Report on Form 8-K with respect to the transactions contemplated by this Agreement, audited annual and unaudited interim financial statements of US Lighting, for the periods and meeting the applicable accounting requirements of the SEC, as provided in the instructions to Current Report on Form 8-K.
(ii) The books and records of US Lighting are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards.
(iii) The accounts receivable of US Lighting are reflected on the books and records of US Lighting and represent valid obligations arising from the sale of products or performance of services in the Ordinary Course of Business. To the Knowledge of US Lighting, the accounts receivable are current and collectible net of the respective reserves established on US Lighting’s books and records in accordance with past practices consistently applied. To the Knowledge of US Lighting, there is no contest, claim or right of set-off under any Contract relating to accounts receivable with respect to the amount or validity of such accounts receivable.
Financial Statements; Books and Records; Accounts Receivable. Funded Indebtedness 25 Section 4.10 Internal Control over Financial Reporting 26 Section 4.11 Capitalization; Votes 26 Section 4.12 No Undisclosed Liabilities 27 Section 4.13 Absence of Certain Developments 27 Section 4.14 Taxes 28 Section 4.15 Intellectual Property 20 Xxxxxxx 4.16 Material Contracts 31 Section 4.17 Employee Benefits Plans 33 Section 4.18 Labor 33 Section 4.19 Litigation 34 Section 4.20 Compliance with Laws; Orders; Permits 35 Section 4.21 Insurance 37 Section 4.22 Related Party Transactions 38 Section 4.23 Suppliers 38 Section 4.24 Financial Advisors 38 Section 4.25 Environmental Matters 38 Section 4.26 Registration Statement; Prospectus/Joint Proxy Statement 39 Section 4.27 FINRA 39 Section 4.28 Full Disclosure 39 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PARENT AND SUBCO 40 Section 5.1 Organization and Good Standing 40 Section 5.2 Authorization 40 Section 5.3 Conflicts; Consents of Third Parties 40 Section 5.4 Litigation 41 Section 5.5 Financial Advisors 41 Section 5.6 Registration Statement; Prospectus/Joint Proxy Statement 41 ARTICLE VI COVENANTS AND AGREEMENTS 41 Section 6.1 Meetings of Stockholders and Amorcyte Stockholders 41 Section 6.2 Preparation of the Prospectus/Joint Proxy Statement and the Registration Statement 42 Section 6.3 Financial Statements for NeoStem Current Report on Form 8-K 43 Section 6.4 Access and Information 44 Section 6.5 No Solicitation 45 Section 6.6 Commercially Reasonable Efforts; Further Assurances 46 Section 6.7 Employment Matters 46 Section 6.8 Waiver and Release of Claims 46 Section 6.9 Permits 47 Section 6.10 Amorcyte’s Affirmative Covenants 47 Section 6.11 NeoStem’s Affirmative Covenants 48 Section 6.12 Amorcyte’s Negative Covenants 48 Section 6.13 NeoStem’s Negative Covenants 50 Section 6.14 Obligation to Develop 50 Section 6.15 Opinions 50 ARTICLE VII CONDITIONS TO CLOSING 50 Section 7.1 Mutual Conditions 50 Section 7.2 Conditions to the Obligations of the Parent and Subco 51 Section 7.3 Conditions to the Obligations of Amorcyte and the Amorcyte Stockholders 53
Financial Statements; Books and Records; Accounts Receivable. Attached at Section 3.5 of the Edify Disclosure Schedule are true, correct and complete copies of the unaudited financial statements prepared on a "carve out" basis of the Edify business unit (principally Edify Holding, Edify and the Subsidiaries) as of December 31, 2004 and the unaudited interim financial statements of the Edify business unit as of and for the nine months ended September 30, 2005. The financial statements referred to in this Section 3.5 (the "FINANCIAL STATEMENTS") fairly present the results of the operations and financial condition of Edify, Edify Holding and the Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; the Financial Statements comply in all material respects with applicable accounting requirements and have been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto. The books and records of Edify, Edify Holding and the Subsidiaries have been, and the books and records of Edify, Edify Holding and the Subsidiaries are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Except as set forth on Section 3.5 of the Edify Disclosure Schedule, the notes and accounts receivable of Edify, Edify Holding and the Subsidiaries, as set forth on the Financial Statements or arising since the date thereof, have arisen in the ordinary course of business consistent with past practice, and have arisen out of legal and bona fide licenses of products, performance of services and other business transactions in the ordinary course of business.
Financial Statements; Books and Records; Accounts Receivable. (i) The Shareholders and Celestial have delivered to Apollo the financial statements attached as Schedule 2.2(i) hereto (the “Celestial Financial Statements”). The Celestial Financial Statements have been prepared in accordance with GAAP during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of Celestial as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Celestial Financial Statements comply in all material respects with applicable accounting requirements of the Commission.
(ii) The books and records of Celestial are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards.
(iii) Celestial has no accounts receivable.
Financial Statements; Books and Records; Accounts Receivable. (i) SMP has delivered to SBES the financial statements attached as SECTION 4.12 of the SMP Disclosure Schedule s SECTION 4.12 of the SMP Disclosure Schedule (the "SMP FINANCIAL STATEMENTS"). The SMP Financial Statements have been prepared on an accrual basis and fairly present in all material respects the financial position of SMP as of and for the dates thereof and the results of operations for the periods then ended. Within seventy (70) days of the Closing Date, the Member shall cause to be delivered to SBES, for filing as part of an amendment to SBES's Current Report on Form 8-K with respect to the transactions contemplated by this Agreement, audited annual and unaudited interim financial statements of SMP, for the periods and meeting the applicable accounting requirements of the SEC, as provided in the instructions to Current Report on Form 8-K.
(ii) The books and records of SMP are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards.
(iii) The accounts receivable of SMP are reflected on the books and records of SMP and represent valid obligations arising from the sale of products or performance of services in the Ordinary Course of Business. To the Knowledge of SMP, the accounts receivable are current and collectible net of the respective reserves established on SMP's books and records in accordance with past practices consistently applied. To the Knowledge of SMP, there is no contest, claim or right of set-off under any Contract relating to accounts receivable with respect to the amount or validity of such accounts receivable.
Financial Statements; Books and Records; Accounts Receivable. (i) HotPlay has delivered to Monaker the financial statements attached as Section 4.12(a)(i) of the HotPlay Disclosure Schedule hereto (the “HotPlay Financial Statements”). The HotPlay Financial Statements fairly present in all material respects the financial position of HotPlay/HP Thailand as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(ii) The books and records of HotPlay/HP Thailand are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards.
(iii) The accounts receivable of HotPlay/HP Thailand are reflected on the books and records of HotPlay/HP Thailand and represent valid obligations arising from the sale of products or performance of services in the Ordinary Course of Business. To the Knowledge of HotPlay, the accounts receivable are current and collectible, net of the respective reserves established on HotPlay/HP Thailand’s books and records in accordance with past practices consistently applied. To the Knowledge of HotPlay, there is no contest, claim or right of set-off under any Contract relating to accounts receivable with respect to the amount or validity of such accounts receivable. Section 4.12(a)(iii) of the HotPlay Disclosure Schedule sets forth a complete and accurate aging report of such accounts receivable.
Financial Statements; Books and Records; Accounts Receivable. (i) AFA has delivered to NSIH the financial statements of AFA attached as Schedule 2.2(i) hereto (the "AFA Financial Statements"). The AFA Financial Statements have been prepared in accordance with GAAP during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of AFA as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(ii) The books and records of AFA are complete and correct in all material respects and have been maintained in accordance with sound business practices consistent with industry standards.
