Common use of Financial Statements; Books and Records Clause in Contracts

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil true, correct and complete copies of (a) the balance sheets of Nutmeg as of December 31 for the years 1997, 1998, and 1999 and the related statements of income, changes in stockholders equity and cash flows for the years 1996 through 1999, inclusive, in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and (b) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Newmil Bancorp Inc), Agreement and Plan of Merger (Newmil Bancorp Inc)

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Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil true, correct Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies of of: (ai) the audited balance sheets of Nutmeg the Company as of PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION VERSION December 31 for the years 199731, 19982012 and December 31, and 1999 2013, and the related statements of income, changes in stockholders shareholders’ equity and cash flows for the fiscal years 1996 through 1999then ended, inclusive, in each case accompanied by together with the notes thereto and the audit report thereon of Xxxxxx and MondeXxxxxxx LLP, independent certified public accountants with respect to Nutmeg, accountants; and (bii) the unaudited balance sheets sheet of Nutmeg the Company (the “Interim Balance Sheet”) as of March 31September 30, 2000 2014 (the “Interim Balance Sheet Date”), and the related comparative unaudited statements of income, changes in stockholders shareholders’ equity and cash flows flow for the three month periods nine (9) months then ended March 31(collectively, 1999 and 2000the “Financial Statements”). The financial statements All Financial Statements referred to in this Section 3.6(a) (4.06(a), including the related notesnotes thereto, where applicable) have been prepared in accordance with GAAP from the books and records of the Company and fairly present, and accurately present the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case position of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or Company as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, thereof and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations results of the OTS Company’s income, cash flows and FDIC with respect thereto; and each changes in shareholders’ equity for the periods then ended. The Company has also delivered to Purchaser copies of such statements (including all letters from the related notes, where applicable) has been, and Company’s auditors to the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") Company’s Board of Directors or the audit committee thereof during the periods involvedthirty-six (36) months preceding the execution of this Agreement, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete together with copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsresponses thereto.

Appears in 2 contracts

Samples: Share Purchase Agreement (Great Lakes Dredge & Dock CORP), Share Purchase Agreement (Great Lakes Dredge & Dock CORP)

Financial Statements; Books and Records. (a) Nutmeg Seller has previously delivered to NewMil Purchaser true, correct and complete copies of (ai) the balance sheets audited annual statutory financial statements of Nutmeg each of the Ceding Company and AHLIC, together with the report of each such company’s independent auditors thereon, as of December 31 and for the years 1997ended December 31, 19982015 and December 31, 2016 and (ii) the unaudited statutory financial statements of each of the Ceding Company and AHLIC as of and for the quarter ended June 30, 2017 (collectively, the “Statutory Statements”), in each case, as filed with the Insurance Regulator of such entity’s jurisdiction of domicile. The Statutory Statements were prepared in accordance with applicable SAP consistently applied throughout all such periods and, except as set forth in Section 3.18(a) of the Seller Disclosure Schedule, fairly present in all material respects the financial position, admitted assets, liabilities, capital, and 1999 surplus of the Ceding Company and AHLIC (as applicable) at December 31, 2015, December 31, 2016 and June 30, 2017, and the related statements results of incomeoperations, changes in stockholders equity surplus, and cash flows of the Ceding Company and AHLIC (as applicable) for the years 1996 through 1999periods covered thereby, inclusive, in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and (b) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statementsquarterly Statutory Statements as of and for the quarter ended June 30, 2017, to recurring audit normal year-end adjustments normal and the absence of full footnote disclosures and other presentation items. Section 3.18(a) of the Seller Disclosure Schedule sets forth a complete list of all permitted practices used by each such company in nature and amountthe preparation of the Statutory Statements. (b) The reserves, including incurred but not reported (IBNR), the results for payment of the operations benefits, losses, claims, expenses, and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements other similar purposes (including claims litigation) with respect to the related notesGroup Contracts reflected in the Statutory Statements, where applicable) complythe Reference Closing Statement, and the financial statements referred to in Section 6.8 hereof will complyPro Forma Financial Statements, with applicable accounting requirements and with the published rules and regulations as of the OTS and FDIC with respect thereto; and each of such statements their respective dates: (including the related notes, where applicablea) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained computed in all material respects in accordance with GAAP generally accepted actuarial standards, consistently applied and any developed by the Ceding Company applying consistent practices, assumptions and methodologies used as of their respective dates; (b) met the requirements of SAP and other applicable legal Applicable Law; and accounting requirements(c) were based on actuarial information and data and inventories and policies and contracts that were accurate in all material respects; provided that this Section 3.18(b) shall not be deemed to be a representation or warranty of Seller that the reserves of the Ceding Company or AHLIC (to the extent relating to the Business) are or will be adequate or sufficient for the purposes for which they were established.

Appears in 1 contract

Samples: Version Master Transaction Agreement (Hartford Financial Services Group Inc/De)

Financial Statements; Books and Records. (a) Nutmeg has previously Sellers have delivered to NewMil true, correct GE true and complete copies of (ai) the audited Financial Statements of Cadillac Pacific (for calendar years 1996, 1997, and 1998) and CP Limited (for calendar years 1996, 1997, 1998 and 1999), each certified by the independent certified public accountants of the issuing company, whose reports thereon are included therein, (ii) the unaudited income statements and balance sheets of Nutmeg as CPG and each of December 31 the Stock Companies (excluding Cadillac Pacific and CP Limited) for the years 1997year ending December 31, 1998, (iii) the unaudited income statements and 1999 balance sheets of CPG and each of the related statements of income, changes in stockholders equity and cash flows Stock Companies for the years 1996 through 1999year ending December 31, inclusive1999 (the "1999 Financial Statements"), in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and (biv) the unaudited balance sheets sheet of Nutmeg the Business as at February 29, 1999 (the "February Balance Sheet") and (v) the unaudited balance sheet of the Business, dated as of March 31November 30, 2000 and 1999, hereinafter referred to as the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31"November Balance Sheet," November 30, 1999 and 2000. The financial statements being hereinafter referred to as the "Balance Sheet Date." A copy of the 44 November Balance Sheet is attached hereto as Annex B, and copies of the items listed in this Section 3.6(aclauses (i), (ii), (iii) and (including iv) above are attached hereto as Annex C. Except as set forth in Part 2(d) of the related notesDisclosure Schedule, where applicablethe November Balance Sheet and all of the items listed in clauses (i), (ii), (iii) and (iv) above have been prepared from the books and records of the Cadillac Companies and fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount)all material respects, the assets, liabilities, results of the operations and financial condition of Nutmeg for the respective fiscal periods Cadillac Company or as of Cadillac Companies covered thereby at the respective dates thereof and for the periods therein set forth; each of such statements (including the related notesreferred to, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared all in accordance with generally accepted Applicable GAAP, consistent with past practice and the accounting principles and procedures described in Part ("GAAP"A) during of Exhibit C to the periods involvedAgreement, except in each case as indicated in such that (x) the unaudited income statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 balance sheets do not contain any untrue statement notes and are subject to normal recurring year-end audit adjustments, and (y) the November Balance Sheet also reflects the pro forma adjustments described in Part (B) of a material fact or omit Exhibit C to state a material fact necessary the Agreement. All accounts reflected in order to make the statements made, November Balance Sheet and the 1999 Financial Statements arose in light the ordinary course of business of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reportsBusiness. The reserves reflected in the November Balance Sheet and the 1999 Financial Statements (not including any reserves for inventory obsolescence, damage or aging, or any reserves for collectability of accounts receivable) are adequate, appropriate and reasonable. The financial books and records of Nutmeg have beenthe Business are complete and accurate, and are being, maintained in all material respects respects, and fully and accurately reflect the current business activity of the Business in accordance with GAAP Applicable GAAP, consistent with past practice and any other applicable legal the accounting principles and accounting requirementsprocedures described in Part (A) of Exhibit C to the Agreement.

Appears in 1 contract

Samples: Acquisition Agreement (Hanna M a Co/De)

Financial Statements; Books and Records. (a) Nutmeg FICS has previously delivered to NewMil S1 Holdings true, correct and complete copies of (a) the consolidated balance sheets of Nutmeg FICS and its Subsidiaries as of December 31 for the fiscal years 1997, 1998, 1998 and 1999 1997 and the related consolidated statements of incomeoperations, changes in stockholders stockholders' equity and cash flows for the fiscal years 1996 through 1998, 1997 and 1996, inclusive, as reported in FICS' Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the "SEC") on April 13, 1999, inclusiveas amended by Amendment No. 1 filed with the SEC on April 30, 1999 (the "Registration Statement") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), in each case accompanied by the audit report of Xxxxxx and MondePricewaterhouseCoopers & Co. Bedrijfsrevisoren, independent public accountants with respect to NutmegFICS, and (b) the unaudited balance sheets interim financial statements of Nutmeg FICS as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods six months ended March 31June 30, 1999 and 20001998. The financial statements referred to in this Section 3.6(a) 3.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 6.6 hereof will fairly present (subject, in the case of the unaudited statements, to normal and recurring audit adjustments normal in nature and amountadjustments), the results of the consolidated operations and consolidated financial condition of Nutmeg FICS and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 6.6 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC SEC with respect thereto; thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 6.6 hereof will be, be prepared in accordance with generally accepted accounting principles ("GAAP") principles, as applied in the United States, and consistently applied during the periods involvedinvolved ("U.S. GAAP"), except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements madethereto or, in light the case of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reportsunaudited statements. The books and records of Nutmeg FICS have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements. The statutory financial statements of FICS and those of its books and records prepared to conform with the requirements of Belgian law are prepared in accordance with Belgian GAAP. Other than in the previous sentence, references elsewhere in this Agreement to "financial statements and "books and records" do not refer to financial statements and books and records prepared by FICS to conform with the requirements of Belgian law.

Appears in 1 contract

Samples: Share Purchase Agreement (Security First Technologies Corp)

Financial Statements; Books and Records. (a) Nutmeg has previously delivered to NewMil Attached at Section 3.6 of the VBI Disclosure Schedule are true, correct and complete copies of (ai) the consolidated balance sheets of Nutmeg VBI and its Subsidiaries as of December 31 for the fiscal years 1997, 1998, 2005 and 1999 2004 and the related consolidated statements of income, changes in stockholders stockholders’ equity and cash flows for the fiscal years 1996 through 19992005, 2004 and 2003, inclusive, in each case accompanied by the audit report of Xxxxxx and MondeDalby, Wxxxxxxx & Co., P.C. or Pxxxx-Xxxxx LLP, as applicable, independent public accountants with respect to NutmegVBI, and (bii) the unaudited balance sheets interim financial statements of Nutmeg VBI as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods period ended March 31, 1999 and 20002006, all of which were previously included in the SEC Reports. The financial statements referred to in this Section 3.6(a3.6 and the financial statements included (or incorporated by reference) in the SEC Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of VBI and its Subsidiaries; (ii) fairly present, and the financial statements referred to in Section 6.8 6.6 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amountamount and the absence of footnotes), the consolidated results of the operations operations, cash flows, changes in shareholders’ equity, comprehensive income and consolidated financial condition position of Nutmeg VBI and its Subsidiaries for the respective fiscal periods or and as of the respective dates therein set forth; each , (iii) complied as to form, as of such statements (including their respective dates of filing with the related notesSEC, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, all material respects with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC SEC with respect thereto; and each of such statements , and, (including the related notes, where applicableiv) has have been, and the financial statements referred to in Section 6.8 6.6 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involvedinvolved (“GAAP”), except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg VBI have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsrequirements and reflect only actual transactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vail Banks Inc)

Financial Statements; Books and Records. (a) Nutmeg Company has previously delivered made available to NewMil Parent true, correct and complete copies of (a) the balance sheets consolidated statements of Nutmeg financial condition of Company and the Company Subsidiaries as of December 31 March 31, 2014 and for the fiscal years 1997ended March 31, 1998, 2014 and 1999 2013 and the related consolidated statements of operations, comprehensive income, changes in stockholders shareholders’ equity and cash flows for the fiscal years 1996 through 1999ended March 31, inclusive2014 and 2013, in each case accompanied by the audit report of Xxxxxx and Monde& Company, LLP, independent public accountants with respect to Nutmeg, and (b) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000Company. The financial statements referred to in this Section 3.6(a) 3.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof 6.2(a)(i) will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Nutmeg Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof 6.2(a)(i) will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof 6.2(a)(i) will be, prepared in accordance with generally accepted accounting principles ("GAAP") in the United States consistently applied during the periods involvedinvolved (“GAAP”), except in each case as indicated in such statements or in the notes thereto. The annual reports , provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue lack a statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, cash flows and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reportsfootnotes. The books and records of Nutmeg Company and each of the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Codorus Valley Bancorp Inc)

Financial Statements; Books and Records. 11 (ai)Attached hereto as Section 3.2(f) Nutmeg has previously delivered to NewMil true, of the Disclosure Schedule are correct and complete copies of of: (aA) the approved balance sheets sheet of Nutmeg the Opto-tech Entities as of at December 31 for 31, 2017 (the years 1997“Most Recent Fiscal Year End”) (such balance sheet, 1998the “Latest Annual Balance Sheet”) and at December 31, and 1999 2016, and the related statements of income, changes in stockholders equity and cash flows income of the Opto-tech Entities for the fiscal years 1996 through 1999ended 31 December 2017 and 31 December 2016 (collectively, inclusivethe “Latest Financial Statements”); and (B) the unaudited balance sheet of the Opto-tech Entities as at April 30, 2018, (the “Latest Balance Sheet Date”) (such balance sheet, the “Latest Balance Sheet”). The Latest Financial Statements and the Latest Balance Sheet are herein sometimes collectively referred to as the “Financial Statements.” Except as set forth on Section 3.2(f)(i) of the Disclosure Schedule, each of the Financial Statements was prepared on the basis of and in accordance with the books and records of the Opto-tech Entities kept in the Ordinary Course of Business (which books and records are accurate and complete in all material respects), and fairly presents in all material respects the financial condition of the Opto-tech Entities as of its respective date, and the results of operations of the Opto-tech Entities for the periods related thereto, in each case accompanied by in accordance with PCN, using the audit report same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of Xxxxxx and Mondethe Latest Annual Balance Sheet, independent public accountants with respect to Nutmeg, and (b) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, except in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg Latest Balance Sheet for the respective fiscal periods or as absence of the respective dates therein set forth; each footnote disclosure and year-end adjustments, none of such statements (including the related noteswhich would be material, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements individually or in the notes theretoaggregate. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The (ii)The books and records of Nutmeg the Opto-tech Entities are and have beenbeen properly prepared and maintained in form and substance in compliance with PCN and accurately reflect all contracts and transactions to which the Opto-tech Entities are or were a party or by which the Opto-tech Entities or any of their respective businesses or assets are or were affected. The minute books of each Opto-tech Entity correctly reflect all resolutions adopted and all other material actions taken at all meetings or through written consents of the governing bodies (including committees thereof) and the equityholders of such Opto-tech Entity. The “visure camerali” delivered to Buyer pursuant to the Agreement correctly reflects as of the Closing Date all issuances and transfers of the equity securities of such Opto-tech Entity. All title deeds relating to the assets of each Opto-tech Entity, and executed copies of all agreements to which such Opto-tech Entity is a party, and the original copies of all other documents which are beingrelated in any manner to the Business (including a copy of every note, maintained lien, charge, mortgage, or other instrument evidencing or creating any Lien over any property of such Opto-tech Entity) are in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.the possession of such Opto-tech Entity. (g)

Appears in 1 contract

Samples: Quota Purchase Agreement

Financial Statements; Books and Records. (a) Nutmeg Seller has previously delivered to NewMil true, correct and complete copies of Buyer: (a) an audited balance sheet of IES Inc. as at December 31, 2001 (including the balance sheets of Nutmeg as of December 31 for notes thereto, the years 1997"Balance Sheet"), 1998, and 1999 and the related audited statements of income, changes in stockholders shareholders' equity and cash flows for the years 1996 through 1999fiscal year then ended, inclusive, including in each case accompanied by the audit notes thereto, together with the report thereon of Xxxxxx and MondeXxxxxxxxx, Xxxxxxx & Price LLP, independent certified public accountants with respect to Nutmeg, and accountants; (b) the unaudited audited balance sheets of Nutmeg IES Inc. as at December 31 in each of March 31the fiscal years 2000 and 2001, 2000 and the related comparative unaudited audited statements of incomeoperations, changes in stockholders shareholders' equity and cash flows for each of the three month fiscal years then ended, including in each case the notes thereto; and (c) an unaudited balance sheet of IES Inc. as at June 30, 2002, (the "Interim Balance Sheet") and the related unaudited statements of income for the six (6) months then ended, including in each case the notes thereto certified by a director of Seller as accurate to the best of such director's knowledge and belief. Such financial statements, which are attached hereto as Exhibit 3.6(a), fairly present the financial condition and the results of operations, changes in shareholders' equity and cash flows (as to audited statements) of IES Inc. as at the respective dates of and for the periods ended March 31referred to in such financial statements, 1999 and 2000all in accordance with GAAP. The financial statements referred delivered pursuant to in this Section 3.6(a) (including 3.6 reflect the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each consistent application of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during throughout the periods involved, except in each case as indicated in such statements or disclosed in the notes theretoto such financial statements. The annual reports financial statements have been and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, will be prepared from and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and the accounting requirementsrecords of IES Inc. IES Inc. has also delivered to Buyer copies of all letters from IES Inc.'s auditors to IES Inc.'s board of directors or the audit committee thereof during the thirty-six (36) months preceding the execution of this Agreement, together with copies of all responses thereto.

Appears in 1 contract

Samples: 2 Asset Purchase Agreement (Electric Fuel Corp)

Financial Statements; Books and Records. (ai) Nutmeg has previously delivered to NewMil true, correct and complete Schedule 3.1(f)(i) contains copies of (ai) the unaudited consolidated balance sheets of Nutmeg the Acquired Business as of December 31 for 31, 2015 and December 31, 2016 (the years 1997, 1998, and 1999 “Balance Sheet Date”) and the related unaudited consolidated statements of incomeprofit and loss of the Acquired Business for years then- ended, changes in stockholders equity and cash flows for the years 1996 through 1999, inclusive, in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, and (bii) the unaudited balance sheets sheet of Nutmeg the Acquired Company as of March December 31, 2000 2015 and the Balance Sheet Date, and the related comparative unaudited statements of income, changes in stockholders equity profit and cash flows loss of the Acquired Company for the three years then-ended, (iii) the unaudited consolidated balance sheet of the Acquired Business as of September 30, 2017 and the related unaudited consolidated statement of profit and loss for the nine (9) month periods period then-ended March 31(September 30, 1999 2017 being the “Reference Date”), and 2000. The (iv) the unaudited balance sheet of the Acquired Company as of the Reference Date and the related unaudited statement of profit and loss for the nine (9) month period then-ended (such financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amountforegoing clauses (i) through (iv), the results of “Financial Statements”). (ii) Except expressly as set forth in Schedule 3.1(f)(ii), the operations and financial condition of Nutmeg for Financial Statements have been prepared from the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have beenthe Acquired Business and the Acquired Company, as applicable, and are being, maintained in conformity with GAAP (as modified by the Accounting Principles) applied on a consistent basis throughout the periods indicated therein. The Financial Statements fairly and accurately present in all material respects the financial condition and results of operations of the Acquired Business and the Acquired Company on a consolidated basis as of their respective dates and for the respective periods covered thereby. Parent, Vectron, the Equity Seller, the Acquired Company and the Asset Sellers have in accordance with GAAP place systems and processes that are designed and adequate to (x) provide reasonable assurances regarding the reliability of the Financial Statements and (y) in a timely manner, accumulate and communicate to the Acquired Business’s and the Acquired Company’s principal executive officers and principal financial officers the type of information that is required to be disclosed in the Financial Statements. None of Parent, Vectron, the Equity Seller, any other applicable legal Asset Seller or the Acquired Company nor, to Vectron’s knowledge, any employee, auditor, accountant or representative of any of the foregoing, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the inadequacy of such systems and accounting requirements.processes or the accuracy or integrity of the Financial Statements. (iii) Except (A) as expressly set forth in Schedule 3.1(f)(iii), (B) to the extent expressly set forth in the Financial Statements, (C) for Liabilities incurred in the ordinary course of business since the Reference Date and (D) for performance obligations under Contracts entered into in the ordinary course of business, the Acquired Business (excluding, for the avoidance of doubt, the Excluded Liabilities) does not have, and the Assumed Liabilities do not include,

Appears in 1 contract

Samples: Master Sale and Purchase Agreement (Knowles Corp)

Financial Statements; Books and Records. (a) Nutmeg The Company has previously delivered to NewMil true, correct and complete Buyer copies of (ai) the unaudited consolidated balance sheets of Nutmeg sheet, as of December 31 for October 31, 2012 of the years 1997, 1998, Company and 1999 its consolidated Subsidiaries (the “Latest Balance Sheet”) and the related unaudited consolidated statements of incomeoperations, changes in stockholders equity earnings, income and cash flows of the Company and its consolidated Subsidiaries for the years 1996 through 1999seven-month fiscal period ended October 31, inclusive, in each case accompanied by 2012 (such statements and the audit report of Xxxxxx and Monde, independent public accountants with respect Latest Balance Sheet being herein referred to Nutmeg, as the “Latest Financial Statements”) and (bii) the unaudited audited consolidated balance sheets of Nutmeg sheets, as of March 31, 2000 2012 and March 31, 2011, of the Company and its consolidated Subsidiaries and the related comparative unaudited audited consolidated statements of incomeoperations, changes in stockholders equity earnings, income and cash flows of the Company and its consolidated Subsidiaries for the three month periods fiscal years ended March 31, 1999 2012 and 2000March 31, 2011 (collectively, the “Annual Financial Statements”). The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, Latest Financial Statements and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, Annual Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports books of account and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light other financial records of the circumstances under which they were made, not misleadingCompany, and Nutmeg has previously delivered or made available to NewMil truepresent fairly, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects respects, the financial condition of the Company on a consolidated basis as of the dates thereof and the consolidated results of operations for the periods referred to therein. The Annual Financial Statements have been prepared in accordance with GAAP, consistently applied throughout the periods indicated. The Latest Financial Statements have been prepared in accordance with GAAP applicable to unaudited interim financial statements (and any other applicable legal thus may not contain all notes and accounting requirementsmay not contain prior period comparative data which are required to be prepared in accordance with GAAP) consistently with the Annual Financial Statements, subject to normal year-end adjustments.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Korn Ferry International)

Financial Statements; Books and Records. (a) Nutmeg has The Sellers have previously delivered to NewMil truethe Purchaser the financial statements listed on Schedule 4.9 hereto (collectively the “Financial Statements”), correct and complete copies of which include, without limitation : (ai) the balance sheets sheet (the “9/30 Balance Sheet”) of Nutmeg as of December 31 the Spinwell Entities for the years 1997period ending of September 30, 1998, and 1999 and 2005 (the related “9/30 Balance Sheet Date”); (ii) the audited statements of incomeincome and expenses, changes in stockholders equity membership capitalization and cash flows flow for the three fiscal years 1996 through 1999then ended (with the first such year being less than a full calendar year); (iii) the compiled balance sheet of the Spinwell Entities as of September 30, inclusive2004 and the compiled statements of income and the expenses, changes in each case accompanied by membership capitalization and cash flow for the audit report of Xxxxxx and Mondetwelve (12) months then ended. The Financial Statements have been prepared in accordance with GAAP, independent public accountants (except for, with respect to Nutmeg, and (b) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature footnotes and amount), other disclosures which are by practice omitted ) applied on a consistent basis and were prepared from the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have beenthe Spinwell Entities, and books and records of the Spinwell Entitles are being, maintained complete and correct in all material respects respects, accurately reflect all transactions of any of the Spinwell Entities, and have been made available to Purchaser for examination . The Financial Statements fairly present the financial position of the Spinwell Entities as of the dates thereof and the results of its operations for the periods ended on the dates thereof. Since the 9/30 Balance Sheet Date: (i) there has been no material change in accordance with GAAP the assets, liabilities or financial condition of the business of the Company or Spinwell (the “Business”) other than in the ordinary course of business; and (ii) none of the business, prospects, financial condition, operations, property or affairs of the Company or Spinwell have been materially adversely affected by any other applicable legal and accounting requirementsoccurrence or development, individually or in the aggregate, whether or not insured against. The 9/30 Balance Sheet reflects, as of the 9/30 Balance Sheet Date, all liabilities of Spinwell, to the extent such items are required to be reflected on the 9/30 Balance Sheet under GAAP.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Industrial Enterprises of America, Inc.)

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Financial Statements; Books and Records. (a) Nutmeg Maritime Bank has previously delivered to NewMil Webster true, correct and complete copies of (a) the balance sheets of Nutmeg ox Xxxxxime Bank as of December 31 for the years 19971995, 19981996, and 1999 1997 and the related statements of income, changes in stockholders stockholders' equity and cash flows for the years 1996 1994 through 19991997, inclusive, in each case accompanied by the audit report of Xxxxxx and MondeShatswell, MacLeod & Company, P.C., independent public accountants with respect to Nutmegwixx xxxxxxt tx Xxxxxime Bank, and (b) the unaudited balance sheets statement of Nutmeg position of Maritime Bank as of March 31September 30, 2000 1998 and the related comparative unaudited statements of incomeearnings, changes in stockholders stockholders' equity and cash flows for the three nine month periods ended March 31September 30, 1999 1997 and 20001998. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg Maritime Bank for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg Maritime Bank has sent to shareholders since December 31, 1997 1994 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg Maritime Bank has previously delivered or made available to NewMil Webster true, correct and complete copies of such reports. The books and boxxx xxx records of Nutmeg Maritime Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Webster Financial Corp)

Financial Statements; Books and Records. Attached hereto as Exhibit D are the following financial statements (acollectively the "Financial Statements"): (i) Nutmeg has previously delivered to NewMil true, correct audited consolidated and complete copies of (a) the unaudited consolidating balance sheets of Nutmeg as of December 31 for the years 1997, 1998, and 1999 and the related statements of income, changes in stockholders equity stockholders' equity, and cash flows flow as of and for the fiscal years ended December 31, 1995 and December 31, 1996 through 1999, inclusive, in each case accompanied by (the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg"Most Recent Fiscal Year End") for the Seller, and (bii) the unaudited consolidated and consolidating balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows flow (the "Most Recent Financial Statements") as of and for the three one month periods ended March January 31, 1999 and 20001998 (the "Most Recent Fiscal Month End") for the Seller. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") during GAAP applied on a consistent basis throughout the periods involvedcovered thereby, except in each case as indicated in such statements or in the notes thereto. The annual reports are correct and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleadingcomplete, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The are consistent with the books and records of Nutmeg the Seller (which books and records are correct and complete); provided, however, that the interim Financial Statements are subject to normal year-end adjustments (which will not be material) and lack footnotes and other presentation items. None of the records, systems, data or information of the Seller is recorded, stored, maintained, operated or otherwise, wholly or partly, dependent on or held or accessible by any means (including, but not limited to, an electronic, mechanical or photographic process, computerized or not) which are not under the exclusive ownership and direct control of the Seller. The books of account, minute books and other material business records of the Seller are complete and correct and have been, and are being, been maintained in all material respects in accordance with sound business practices. The Seller has: (i) made and kept its books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets, and (ii) devised and maintained a system of internal accounting control sufficient to provide reasonable assurances that: (w) transactions are executed in accordance with management's general or specific authorization; (x) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and or any other criteria applicable legal to such statements, and accounting requirements(B) to maintain accountability for assets; (y) access to assets is permitted only in accordance with management's general or specific authorization; and (z) the recorded accountability for assets as compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Television Services Inc)

Financial Statements; Books and Records. (a) Nutmeg FICS has previously delivered to NewMil S1 Holdings true, correct and complete copies of (a) the consolidated balance sheets of Nutmeg FICS and its Subsidiaries as of December 31 for the fiscal years 1997, 1998, 1998 and 1999 1997 and the related consolidated statements of incomeoperations, changes in stockholders stockholders' equity and cash flows for the fiscal years 1996 through 1998, 1997 and 1996, inclusive, as reported in FICS' Registration Statement on Form F-1 filed with the Securities and Exchange Commission (the "SEC") on April 13, 1999, inclusiveas amended by Amendment No. 1 filed with the SEC on April 30, 1999 (the "Registration Statement") under the U.S. Securities Act of 1933, as amended (the "Securities Act"), in each case accompanied by the audit report of Xxxxxx and MondePricewaterhouseCoopers & Co. Bedrijfsrevisoren, independent public accountants with respect to NutmegFICS, and (b) the unaudited balance sheets interim financial statements of Nutmeg FICS as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods months ended March 31, 1999 and 20001998. The financial statements referred to in this Section 3.6(a) 3.5 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 6.6 hereof will fairly present (subject, in the case of the unaudited statements, to normal and recurring audit adjustments normal in nature and amountadjustments), the results of the consolidated operations and consolidated financial condition of Nutmeg FICS and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 6.6 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC SEC with respect thereto; thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 6.6 hereof will be, be prepared in accordance with generally accepted accounting principles ("GAAP") principles, as applied in the United States, and consistently applied during the periods involvedinvolved ("US GAAP"), except in each case as indicated in such statements or in the notes thereto. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements madethereto or, in light the case of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reportsunaudited statements. The books and records of Nutmeg FICS have been, and are being, maintained in all material respects in accordance with US GAAP and any other applicable legal and accounting requirements. The statutory financial statements of FICS and those of its books and records prepared to conform with the requirements of Belgian law are prepared in accordance with Belgian GAAP. Other than in the previous sentence, references elsewhere in this Agreement to "financial statements and "books and records" do not refer to financial statements and books and records prepared by FICS to conform with the requirements of Belgian law.

Appears in 1 contract

Samples: Share Purchase Agreement (Security First Technologies Corp)

Financial Statements; Books and Records. (a) Nutmeg Seller has previously delivered to NewMil true, correct and complete Purchaser copies of (a) the balance sheets all available unaudited financial statements, books, and records of Nutmeg as of December 31 Company for the years 1997fiscal periods ended February 28, 19981994, February 28, 1995 and February 29, 1996, and 1999 and for the related statements six month period ended August 31, 1996 ("Unaudited Company Financial Statements"). Seller has also delivered an audited statement of incomeoperations, changes in stockholders statement of stockholders' equity and statement of cash flows for the years 1996 through 1999fiscal year ended February 29, inclusive, in each case accompanied by the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg1996, and (b) for the unaudited ten months ended December 31, 1996, and Company's audited consolidated balance sheet at December 31, 1996. The audited balance sheets of Nutmeg Company are hereinafter referred to as of March 31, 2000 the "Company Balance Sheet," and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The all such audited financial statements are hereinafter referred to in this Section 3.6(a) (including collectively as the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case "Company Financial Statements." As of the unaudited statements, to recurring audit adjustments normal in nature and amount)Closing, the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof Company Financial Statements will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved, and fairly present, or will present the financial position of Company and the results of its operations as of the date and for the periods indicated thereon. At the date of the Company Balance Sheet (the "Company Balance Sheet Date") and as of the Closing Date, Company will have no liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) not reflected on the Company Balance Sheet or the accompanying notes thereto except in each case as indicated in such statements or for liabilities incurred in the notes theretoordinary course of business since the date of said balance sheet which are usual and normal in amount. The annual reports reserves reflected in the Company Financial Statements for incurred but not yet reported claims ("IBNR") make sufficient provision for such liabilities and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects been established in accordance with GAAP and any other applicable legal and accounting requirementsconsistently applied.

Appears in 1 contract

Samples: Stock Purchase Agreement (Prospect Medical Holdings Inc)

Financial Statements; Books and Records. (a) Nutmeg Target has previously delivered to NewMil true, correct and complete copies of Buyer Parent: (a) the audited balance sheets of Nutmeg Target as of at December 31 for 31, 2004 (restated) and December 31, 2005 (the years 1997“Balance Sheets”), 1998, and 1999 and the related statements of income, changes in stockholders equity stockholders’ equity, and cash flows for each of the fiscal years 1996 through 1999then ended, inclusive, including in each case accompanied by the audit notes thereto, together with the auditors’ report thereon of Xxxxxx and Monde, independent public accountants with respect to Nutmeg, Cxxxxxxx & Head P.S. (the “Audited Financial Statements”); and (b) the unaudited consolidated balance sheets sheet of Nutmeg Target as of March at October 31, 2000 2006 (the “Interim Balance Sheet”) and the related comparative unaudited statements statement of incomeincome for the period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). The Audited Financial Statements fairly present the financial condition and the results of operations, changes in stockholders equity stockholders’ equity, and cash flows of Target as at the respective dates of and for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly presentsuch Audited Financial Statements, and the Interim Financial Statements fairly present the financial statements condition and the results of operations as at the respective dates of and for the periods referred to in Section 6.8 hereof will fairly present (such Interim Financial Statements, in each case all in accordance with GAAP, subject, in the case of the unaudited statementsAudited Financial Statements, to recurring audit adjustments normal the qualification set forth in nature and amount), the results third paragraph of the operations auditors’ report of Cxxxxxxx & Head, P.S. dated February 11, 2006, and financial condition of Nutmeg for subject further, in the respective fiscal periods or as case of the respective dates therein set forth; each of such statements (including the related notesInterim Financial Statements, where applicable) complyto customary year-end adjustments, which would not reasonably be expected to result in a Material Adverse Effect, and the financial absence of footnotes and statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements of stockholders equity and with cash flows. The Financial Statements reflect the published rules and regulations of the OTS and FDIC with respect thereto; and each consistent application of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during throughout the periods involved, except in each case as indicated in such statements or disclosed in the notes thereto. The annual reports footnotes to the Financial Statements and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsqualifications noted above.

Appears in 1 contract

Samples: Asset Purchase Agreement (Oakley Inc)

Financial Statements; Books and Records. (a) Nutmeg The Company has previously delivered provided to NewMil true, the Buyer correct and complete copies of (ai) the balance sheets audited statement of Nutmeg financial condition, statement of operations, statement of changes in member’s equity and statement of cash flows and notes to such financial statements as of December 31 and for the fiscal years 1997ended December 31, 19982022 and 2021 (collectively, the “Audited Financial Statements”) filed with the SEC on Form X-17A-5 and 1999 and (ii) the related statements unaudited statement of incomefinancial condition, statement of operations, statement of changes in stockholders member’s equity and statement of cash flows and notes to such financial statements as of and for the years 1996 through 1999fiscal year ended December 31, inclusive2023 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in conformity with GAAP consistently applied (except in each case accompanied by as described in the audit report of Xxxxxx notes thereto) and Monde, independent public accountants with respect to Nutmeg, and (b) the unaudited balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows for the three month periods ended March 31, 1999 and 2000. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will on that basis fairly present in all material respects (subject, in the case of the unaudited statements, to normal, recurring year end audit adjustments normal in nature that are not material and amount)the absence of footnote disclosures and other presentation items) the financial condition, the results of the operations and financial condition cash flows of Nutmeg for the respective fiscal periods or Company as of the respective dates thereof and for the respective periods indicated. The books of account and other similar financial books and records of the Company have been maintained, in all material respects, in accordance with good business practice in the industry in which they operate, are complete and correct in all material respects and there have been no material transactions that are required by either applicable regulatory requirements or by good business practice in the industry in which they operate to be set forth therein and which have not been so set forth; . Such books and records, among others, set forth the name of each bank or brokerage firm with which the Company has an account or safe deposit box, vault, lockbox or other arrangement, the account number and description of such statements (including the related notes, where applicable) comply, each account at each bank or brokerage firm and the financial statements referred names of all Persons authorized to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect draw thereon or to have access thereto; and each the names of such statements (including all Persons, if any, holding Tax or other powers of attorney from the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, except in each case as indicated in such statements or Company other than in the notes theretoordinary course of business. The annual reports and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, and Nutmeg has previously delivered or made available to NewMil true, correct Correct and complete copies of all such reports. The books and records of Nutmeg have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirementsbeen made available to the Buyer.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Solowin Holdings, Ltd.)

Financial Statements; Books and Records. Attached hereto as Exhibit D are the following financial statements (acollectively the "Financial Statements"): (i) Nutmeg has previously delivered to NewMil true, correct audited consolidated and complete copies of (a) the unaudited consolidating balance sheets of Nutmeg as of December 31 for the years 1997, 1998, and 1999 and the related statements of income, changes in stockholders equity stockholders' equity, and cash flows flow as of and for the fiscal years ended December 31, 1995 and December 31, 1996 through 1999, inclusive, in each case accompanied by (the audit report of Xxxxxx and Monde, independent public accountants with respect to Nutmeg"Most Recent Fiscal Year End") for the Seller, and (bii) the unaudited consolidated and consolidating balance sheets of Nutmeg as of March 31, 2000 and the related comparative unaudited statements of income, changes in stockholders equity and cash flows flow (the "Most Recent Financial Statements") as of and for the three one month periods ended March January 31, 1999 and 20001998 (the "Most Recent Fiscal Month End") for the Seller. The financial statements referred to in this Section 3.6(a) (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 6.8 hereof will fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Nutmeg for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and FDIC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") during GAAP applied on a consistent basis throughout the periods involvedcovered thereby, except in each case as indicated in such statements or in the notes thereto. The annual reports are correct and quarterly reports that Nutmeg has sent to shareholders since December 31, 1997 do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleadingcomplete, and Nutmeg has previously delivered or made available to NewMil true, correct and complete copies of such reports. The are consistent with the books and records of Nutmeg the Seller (which books and records are correct and complete); provided, however, that the interim Financial Statements are subject to normal year- end adjustments (which will not be material) and lack footnotes and other presentation items. None of the records, systems, data or information of the Seller is recorded, stored, maintained, operated or otherwise, wholly or partly, dependent on or held or accessible by any means (including, but not limited to, an electronic, mechanical or photographic process, computerized or not) which are not under the exclusive ownership and direct control of the Seller. The books of account, minute books and other material business records of the Seller are complete and correct and have been, and are being, been maintained in all material respects in accordance with sound business practices. The Seller has: (i) made and kept its books, records and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets, and (ii) devised and maintained a system of internal accounting control sufficient to provide reasonable assurances that: (w) transactions are executed in accordance with management's general or specific authorization; (x) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and or any other criteria applicable legal to such statements, and accounting requirements(B) to maintain accountability for assets; (y) access to assets is permitted only in accordance with management's general or specific authorization; and (z) the recorded accountability for assets as compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Appears in 1 contract

Samples: Asset Purchase Agreement (Quixote Corp)

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