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.
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.
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) 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.
Financial Statements; Books and Records; Accounts Receivable. (a) Seller has made available to Purchaser a true and complete copy of the Financial Statements. The Financial Statements fairly present in all material respects the consolidated financial position of the Company and U.S. United Inland Services, LLC as and at the respective dates thereof and the consolidated results of operations and cash flows of the Company and U.S. United Inland Services, LLC for the respective periods then ended (subject to year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in conformity with GAAP (except, in the case of the unaudited financial statements, as permitted by Form 10-Q of the SEC and, without limiting the foregoing, for the lack of footnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Financial Statements (i) were prepared from, and are consistent in all material respect with, the accounting records of the Company and U.S. United Inland Services, LLC and (ii) are consistent in all material respects with the unaudited financial statements of the Company included in the consolidated financial statements of Seller included in the Qualifying SEC Reports covering the relevant period covered by the such Financial Statements.
Financial Statements; Books and Records; Accounts Receivable. (i) On or before the August 15, 2017, the Company will deliver to HRD (A) combined financial statements of the Company for the years ended December 31, 2016 and December 31, 2015; which have been audited by an independent public accounting the Shareholder firm; and (B) unaudited combined financial statements of the Company for the six months ended June 30, 2017 and June 30, 2016, which shall, upon delivery, be deemed to be attached hereto as Section 2.1(j)(i) of the Company Disclosure Schedule as of the Effective Date (the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with the Company’s historical accounting practices consistently applied during the periods involved and fairly present in all material respects the financial position of the Company on a combined basis 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.
Financial Statements; Books and Records; Accounts Receivable. (a) Seller has provided Purchaser true and complete copies of: (i) the unaudited balance sheets of the Business as operated by Seller for each of the fiscal years ended September 30, 2013 and 2012 and the related unaudited statements of income (the “Annual Financial Statements”); (ii) the unaudited balance sheet of the Business as operated by Seller (the “Reference Balance Sheet”) at June 30, 2014 (the “Reference Balance Sheet Date”) and the related statement of income for the interim period then ended (the “Interim Financial Statements”, collectively with the Annual Financial Statements, the “Financial Statements”). Except as set forth on Schedule 3.4(a), the Financial Statements: (i) are true, complete and correct; (ii) have been prepared in accordance with GAAP, except that the Interim Financial Statements are subject to normal and customary changes resulting from year-end adjustments and the Financial Statements lack footnote disclosure, and fairly present the financial position and results of operations of the Business as at the dates and for the periods indicated therein; (iii) are reflective of all the direct costs of the Business other than the changes in the LIFO reserve, which have been excluded; and (iv) are reflective of the books and records of the Business maintained in the ordinary course of business and do not reflect any manual adjustments other than the pro forma adjustments that were made to selling and administrative expense to present these costs on a stand-alone basis.
Financial Statements; Books and Records; Accounts Receivable. (a) The Company has delivered to Alarm copies of: (i) the audited balance sheets of the Company for the fiscal year ended December 31, 2011 and the related unaudited statements of income and of cash flows (ii) the unaudited balance sheets of the Company for the fiscal year ended December 31, 2012 and the related unaudited statements of income and of cash flows (the “Annual Financial Statements”); (iii) the unaudited balance sheet of the Company at March 31, 2013 and the related consolidated statements of income and cash flows of the Company for the three-month period then ended (the “Interim Financial Statements”, collectively with the Annual Financial Statements, the “Financial Statements”).
Financial Statements; Books and Records; Accounts Receivable. (a) Schedule 3.6 contains true, correct and complete copies with respect to each Seller and Seller Owner of: (i) the audited balance sheets of such Seller for each of the fiscal years ended December 31, 2020 and 2021 and the related unaudited consolidated statements of income and of cash flows (the “Annual Financial Statements”); (ii) the audited balance sheet of such Seller at December 31, 2022 and the related consolidated statements of income and cash flows of such Seller for the two-month period then ended (the “Interim Financial Statements”, collectively with the Annual Financial Statements, the “Financial Statements”). Except in the case of unaudited financial statements, for the absence of notes, the Financial Statements: (i) have been prepared in accordance with GAAP and fairly present the financial position, results of operations and cash flows of such Seller as at the dates and for the periods indicated therein, and (ii) are consistent with the books and records of such Seller maintained in the ordinary course of business.
