Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies of: (i) the audited balance sheets of the Company as of December 31, 2010 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, except, in the case of the Interim Balance Sheet, for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate). (b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate). (c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of The Seller has provided to the Disclosure Schedules are true and complete copies of: Company (i) the audited unaudited unconsolidated balance sheets of each of the Company Seller and its Subsidiaries as of December 31, 2010 and December 31, 2011, 2021 and the related unaudited unconsolidated statements of incomeoperations, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and comprehensive income (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”loss), and the related statements of income, changes in shareholdersstockholders’ equity and cash flows for the eight fiscal year ended December 31, 2021 (8) months then the “Seller Unaudited Financials”), and (ii) the unaudited, consolidated management accounts of the Seller for the three month term ended March 31, 2022 (collectivelythe “Seller Interim Financials”), together with the Seller Audited Financials, the “Financial StatementsSeller Financials”). All Financial Statements.
(b) The Seller Financials (including any related notes and schedules thereto) are true and accurate and (i) present fairly, including in all material respects, the notes theretoconsolidated financial position, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations operations, income (loss), stockholder’s equity, and cash flows of the Company Seller and its Subsidiaries as of the respective dates thereof, and for the periods indicated in such Seller Financials (except, in the case of the Interim Balance Sheet, for the absence of notes footnotes and other presentation items and normal year-end adjustments that will not be material in amount and effect), and (none ii) in each case were prepared in accordance with generally accepted accounting principles in accordance with the standards of which would be materialthe Companies Acx 0000 xnd UK GAAP, individually or including FRS 101 ‘Reduced Disclosure Framework’ (the “Seller Accounting Principles”), consistently applied during the periods involved, and were derived from, and accurately reflect in all material respects, the aggregate)books and records of the Seller and its Subsidiaries.
(bc) Attached hereto Any additional financial statements as Section 4.06(amay be required to be delivered pursuant to the terms of this Agreement will, when delivered, (i) accurately reflect the Seller’s books and records as of the Disclosure Schedules is times and for the periods referred to therein, (ii) be prepared in accordance with the Seller Accounting Principles, or US GAAP to the extent required to be included in any filings with the SEC, methodologies applied on a true consistent basis throughout the periods involved (except as may be indicated in the notes thereto and complete copy except for the absence of footnotes and audit adjustments in the case of unaudited financial statements), (iii) fairly present in all material respects the consolidated financial position of the unaudited balance sheet of Pardot Europe Seller as of Interim Balance Sheet Date, the respective dates thereof and the related statements consolidated results of income, changes in shareholders’ equity the Seller’s operations and cash flows for the eight periods indicated, and (8) months then ended (iv) to the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared extent required for inclusion in accordance any filings with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe SEC, will comply as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains Closing Date in all material respects proper with the Securities Act, Regulation S-X and adequate the published general rules and regulations of the SEC.
(d) The Seller and each of its Subsidiaries maintains a system of internal accounting controls designed that are sufficient to assure that provide reasonable assurance that: (ia) transactions are executed in accordance with management’s authorizationgeneral or specific authorizations; (iib) transactions are recorded as necessary to prepare the permit preparation of financial statements of in conformity with the Company Seller Accounting Principles and to maintain asset accountability; (c) access to property is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with the existing assets at regular intervals; reasonable intervals and appropriate action is taken with respect to any differences.
(ve) accountsAll of the financial books and records of the Seller and its Subsidiaries are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.
(f) Since the Seller Interim Financials, notes neither the Seller nor any of its Subsidiaries (including any director, officer or employee thereof) nor the Seller’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Seller, or (ii) any fraud, whether or not material, that involves the Seller’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Seller, nor has any written complaint, allegation, assertion or claim regarding any of the foregoing or that the Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices been received by the Seller or any of its Subsidiaries.
(g) Neither the Seller nor any of its Subsidiaries has ever been subject to the reporting requirements of Sections 13(a) and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect 15(d) of the collection thereof on a current and timely basisExchange Act.
Appears in 1 contract
Financial Statements; Books and Records. (ai) Attached hereto as Section 4.06(a) of the Disclosure Schedules are AZNA has delivered to Finisar true and complete copies of: of (ia) the audited unaudited consolidated balance sheets of the Company sheet, as of December 31, 2010 and December 312006, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company AZNA (the “Interim Latest Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements unaudited consolidated statement of income, changes in shareholders’ equity income and cash flows of AZNA for the eight (8) months 12-month period then ended (such statement of income and cash flows and the Latest Balance Sheet being hereinafter referred to as the “Latest Financial Statements” and (b) the unaudited consolidated balance sheets, as of December 31, 2005, 2004 and 2003, of AZNA and the un audited consolidated statement of income and cash flows of AZNA for each of the years ended December 31, 2005, 2004 and 2003 (collectively, the “Annual Financial Statements”). All The Latest Financial Statements, including Statements and the notes thereto, Annual Financial Statements are based upon the information contained in the books and records of AZNA and fairly present in all material respects the financial condition of AZNA as of the dates thereof and results of operations for the periods referred to therein. The Latest Financial Statements and the Annual Financial Statements have been prepared in accordance with GAAP applicable to unaudited financial statements (and fairly thus may not contain all notes and accurately present may not contain prior period comparative data which are required for compliance with GAAP) and reflect all adjustments necessary for a fair statement of the financial condition and results of operations for the interim periods presented.
(ii) All accounts, books and ledgers related to the business of AZNA are properly and accurately kept, are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. None of AZNA’s records, systems, controls, data, or information is recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the Company exclusive ownership (excluding licensed software programs) and direct control of AZNA.
(iii) All accounts receivable of AZNA (collectively, the “Accounts Receivable”) represent or will represent valid obligations arising from sales actually made or services actually performed in the Ordinary Course of Business. Unless paid prior to the Closing Date, and except as set forth in Part 3.1(F)(iii), the Accounts Receivable are or will be as of the respective dates thereofClosing Date current, exceptand to AZNA’s Knowledge collectible, in the case Ordinary Course of Business net of the Interim Balance Sheet, for respective reserves shown on the absence accounting records of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe AZNA as of the Interim Balance Sheet DateClosing Date (which reserves are adequate and calculated consistent with past practice). There is no contest, except for claim, or right of set-off under any Contract with any obligor of an Accounts Receivable relating to the absence amount or validity of notes and normal year-end adjustments (none such Accounts Receivable. The accounts payable of which would be material, individually or AZNA were incurred in the aggregate)Ordinary Course of Business.
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.
Appears in 1 contract
Samples: Purchase Agreement (Finisar Corp)
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true Company has previously made available to Parent true, correct and complete copies of: (i) the audited balance sheets of the consolidated statements of financial condition of Company and the Company Subsidiaries as of December March 31, 2010 2014 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August ended March 31, 2012 (the “Interim Balance Sheet Date”), 2014 and 2013 and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity and cash flows for the eight fiscal years ended March 31, 2014 and 2013, accompanied by the audit report of Xxxxxx & Company, LLP, independent public accountants with respect to Company. The financial statements referred to in this Section 3.6 (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes theretorelated notes, have been prepared in accordance with GAAP where applicable) fairly present, and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, exceptstatements referred to in Section 6.2(a)(i) will fairly present (subject, in the case of the Interim Balance Sheetunaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Company and the Company Subsidiaries for the absence 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 6.2(a)(i) will comply, with applicable accounting requirements and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 6.2(a)(i) will be, prepared in accordance with generally accepted accounting principles in the United States consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the notes and thereto, provided, however, that the unaudited financial statements for interim periods are subject to normal year-end adjustments (none of which would will not be material, material individually or in the aggregate).
(b) Attached hereto as Section 4.06(a) and lack a statement of cash flows and footnotes. The books and records of Company and each of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet DateCompany Subsidiaries have been, and the related statements of incomeare being, changes maintained in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared all material respects in accordance with GAAP and fairly any other applicable legal and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate)accounting requirements.
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) SLC has furnished ITI with copies of the Disclosure Schedules are true and complete copies of: (i) the audited consolidated balance sheets of the Company SLC and its Subsidiaries as of December 31, 2010 1998, 1997 and December 31, 2011, 1996 and the related audited consolidated statements of income, members’ deficit changes in stockholders' equity and statements of cash flows for the fiscal years then ended, ended (together with any footnotes thereto, the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; "Audited Financial Statements") and (ii) the unaudited consolidated balance sheet sheets of the Company (the “Interim Balance Sheet”) SLC and its Subsidiaries as of August 31June 30, 2012 (the “Interim Balance Sheet Date”), 1999 and the related unaudited consolidated statements of income, changes in shareholders’ stockholders' equity and statements of cash flows for the eight (8) six months then ended (collectivelytogether with any footnotes thereto, the “"Unaudited Financial Statements”). All " and, together with the Audited Financial Statements, including the notes thereto"SLC Financial Statements"). Except as otherwise set forth in Section 3.5(a) of the SLC Letter, the SLC Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved and fairly presented in all material respects the consolidated financial position of SLC and accurately present its Subsidiaries as of the financial condition dates thereof and the results of operations of the Company as of the respective dates thereof, except, in the case of the Interim Balance Sheet, and cash flows for the absence of notes and periods then ended, except that the Unaudited Financial Statements are subject to normal year-end adjustments which were not or are not expected to be material in amount and do not contain complete footnotes required by generally accepted accounting principles. Except as and to the extent set forth in Section 3.5 of SLC Letter, SLC has not, since December 31, 1998, made any change in the accounting practices or policies applied in the preparation of financial statements.
(none b) The books of account of SLC have been maintained in accordance with the requirements of Section 13(b)(2) of the Exchange Act (regardless of whether or not SLC is subject to that Section), including the maintenance of an adequate system of internal controls. The minute books of SLC and its Subsidiaries, all of which would be materialhave been made available to ITI, contain records of all meetings held of, and corporate action taken by, the stockholders and the Board of Directors of SLC and its Subsidiaries, which are accurate in all material respects, and no meeting of any such stockholders or Board of Directors has been held for which minutes have not been prepared and are not contained in such minute books.
(c) SLC and its Subsidiaries do not have any liabilities of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due that, individually or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is , have a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet DateMaterial Adverse Effect on SLC, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; as and to the extent set forth on the most recent balance sheet included in the Unaudited Financial Statements, (ii) transactions are recorded as necessary to prepare for liabilities or obligations incurred since the financial statements date of the Company and balance sheet referred to maintain accountability for in clause (i) in the Company’s assets; ordinary course of business or (iii) prevention or timely detection of unauthorized acquisition, use or disposition as set forth in Section 3.5 of the assets SLC Letter. The term "liabilities" is not intended to include contractual obligations (other than those in default or those that would be in default upon the giving of notice, the Company; (ivpassage of time or both) other than those customarily reflected on the reporting face of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisbalance sheet.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true FICS has previously delivered to S1 Holdings true, correct and complete copies of: (i) of the audited consolidated balance sheets of the Company FICS and its Subsidiaries as of December 31, 2010 31 for the fiscal years 1998 and December 31, 2011, 1997 and the related consolidated statements of incomeoperations, members’ deficit stockholders' equity and cash flows for the fiscal years then ended1998, together 1997 and 1996, inclusive, as reported in FICS' Registration Statement on Form F-1 filed with the notes thereto Securities and Exchange Commission (the "SEC") on April 13, 1999, as 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 thereon of Xxxxxx Xxxxxxxx XxxxxxxxPricewaterhouseCoopers & Co. Bedrijfsrevisoren, P.C.independent public accountants with respect to FICS, certified public accountants; and (ii) the unaudited balance sheet interim financial statements of the Company (the “Interim Balance Sheet”) FICS as of August 31and for the six months ended June 30, 2012 1999 and 1998. The financial statements referred to in this Section 3.5 (including the “Interim Balance Sheet Date”)related notes, where applicable) fairly present, and the related financial statements of income, changes referred to in shareholders’ equity and cash flows for the eight Section 6.6 hereof will fairly present (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, exceptsubject, in the case of the Interim Balance Sheetunaudited statements, to normal and recurring audit adjustments), the results of the consolidated operations and consolidated financial condition of FICS and its Subsidiaries for the absence of notes and normal year-end adjustments (none of which would be material, individually respective fiscal periods or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy respective dates therein set forth; each of such statements (including the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Daterelated notes, where applicable) comply, and the financial statements referred to in Section 6.6 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements of income, changes referred to in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been Section 6.6 hereof will be prepared in accordance with GAAP generally accepted accounting principles, as applied in the United States, and fairly and accurately present consistently applied during the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Dateperiods involved ("U.S. GAAP"), except for the absence of notes and normal year-end adjustments (none of which would be material, individually in each case as indicated in such statements or in the aggregate).
(c) notes thereto or, in the case of unaudited statements. The Company maintains books and records of FICS have been, and are being, maintained in all material respects proper in accordance with U.S. GAAP and adequate internal any other applicable legal and accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the requirements. The statutory financial statements of FICS and those of its books and records prepared to conform with the Company 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 maintain accountability for financial statements and books and records prepared by FICS to conform with the Company’s assets; (iii) prevention or timely detection requirements of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisBelgian law.
Appears in 1 contract
Samples: Share Purchase Agreement (Security First Technologies Corp)
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) The Company has delivered to Buyer copies of the Disclosure Schedules are true and complete copies of: (i) the audited unaudited consolidated balance sheets sheet, as of October 31, 2012 of the Company as of December 31, 2010 and December 31, 2011, its consolidated Subsidiaries (the “Latest Balance Sheet”) and the related unaudited consolidated statements of incomeoperations, members’ deficit earnings, income and cash flows of the Company and its consolidated Subsidiaries for the seven-month fiscal years then endedperiod ended October 31, together with the notes thereto 2012 (such statements and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; Latest Balance Sheet being herein referred to as the “Latest Financial Statements”) and (ii) the unaudited audited consolidated balance sheet sheets, as of March 31, 2012 and March 31, 2011, of the Company (and its consolidated Subsidiaries and the “Interim Balance Sheet”) as audited consolidated statements of August operations, earnings, income and cash flows of the Company and its consolidated Subsidiaries for the fiscal years ended March 31, 2012 (the “Interim Balance Sheet Date”)and March 31, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended 2011 (collectively, the “Annual Financial Statements”). All The Latest Financial StatementsStatements and the Annual Financial Statements were prepared in accordance with the books of account and other financial records of the Company, including and present fairly, in all material respects, the notes theretofinancial 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 fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, except, in the case of the Interim Balance Sheet, for the absence of thus may not contain all notes and may 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 (none of which would be material, individually or in the aggregate)adjustments.
(b) Attached hereto as Section 4.06(a) The books of financial accounts of the Disclosure Schedules is a true Company are complete and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains correct in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions there are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements no material inaccuracies or discrepancies of the Company and to maintain accountability for the Company’s assets; (iii) prevention any kind contained or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisreflected therein.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are Seller has provided Purchaser true and complete copies of: (i) the audited unaudited balance sheets of Seller for each of the Company as of fiscal years ended December 31, 2010 2023 and December 31, 2011, 2022 and the related unaudited statements of income, memberscash flow, and shareholders’ deficit and cash flows for equity (the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants“Annual Financial Statements”); and (ii) the unaudited balance sheet of the Company Seller (the “Interim Reference Balance Sheet”) as of at August 31, 2012 2024 (the “Interim Reference Balance Sheet Date”), ) and the related statements of income, changes in cash flow, and shareholders’ equity and cash flows for the eight (8) months interim period then ended (collectivelythe “Interim Financial Statements”, collectively with the Annual Financial Statements, the “Financial Statements”). All Except as set forth on Schedule 3.4(a), the Financial Statements, including the notes thereto, : (i) have been prepared in accordance with GAAP, consistently applied with prior periods (except as required by law or changes in GAAP or as otherwise noted in the footnotes thereto) and fairly and accurately present present, in all material respects, the consolidated financial condition position and results of operations of Seller as at the Company dates and for the periods indicated therein, except as of the respective dates thereof, exceptotherwise noted therein and subject, in the case of the Interim Balance SheetFinancial Statements, for the absence of notes to normal and normal recurring year-end adjustments and the absence of notes; (none iii) are reflective of which would be materialall the direct costs of the Business, individually or and (iv) are reflective of the books and records of Seller maintained in the aggregate)ordinary course of business subject to customary manual adjustments that are consistent with past practice in nature and amount.
(b) Attached hereto as Section 4.06(a) Purchaser has been provided the books of account of Seller related to the Disclosure Schedules is a true Business, all of which are accurate and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisrespects.
Appears in 1 contract
Financial Statements; Books and Records. Target has delivered to Buyer Parent: (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies of: (i) the audited balance sheets of the Company Target as of at December 31, 2010 2004 (restated) and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company 2005 (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet DateSheets”), and the related statements of income, changes in shareholdersstockholders’ equity equity, and cash flows for each of the eight fiscal years then ended, including in each case the notes thereto, together with the auditors’ report thereon of Cxxxxxxx & Head P.S. (8) months the “Audited Financial Statements”); and (b) the unaudited consolidated balance sheet of Target as at October 31, 2006 (the “Interim Balance Sheet”) and the related unaudited statement of income for the period then ended (collectivelythe “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”). All The Audited Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and Statements fairly and accurately present the financial condition and the results of operations, changes in stockholders’ equity, and cash flows of Target as at the respective dates of and for the periods referred to in such Audited Financial Statements, and the Interim Financial Statements fairly present the financial condition and the results of operations of the Company as of at the respective dates thereofof and for the periods referred to in such Interim Financial Statements, exceptin each case all in accordance with GAAP, subject, in the case of the Audited Financial Statements, to the qualification set forth in the third paragraph of the auditors’ report of Cxxxxxxx & Head, P.S. dated February 11, 2006, and subject further, in the case of the Interim Balance SheetFinancial Statements, for to customary year-end adjustments, which would not reasonably be expected to result in a Material Adverse Effect, and the absence of notes footnotes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ stockholders equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”)flows. The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present Financial Statements reflect the financial condition and results consistent application of operations of Pardot Europe as of such accounting principles throughout the Interim Balance Sheet Dateperiods involved, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or as disclosed in the aggregate)footnotes to the Financial Statements and the qualifications noted above.
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) The statement of the Disclosure Schedules are true assets, liabilities and complete copies of: (i) the audited balance sheets equity-income tax basis of the Company as of December May 31, 2010 1997, 1996 and December 31, 2011, and 1995 (collectively the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim "Year-end Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”Sheets"), and the related statements statement of incomerevenues, changes in shareholders’ equity expenses and cash flows retained earnings-income tax basis for the eight (8) months years then ended ended, compiled by Anders, Minkxxx xxx Diehx, xxe Company's independent certified public accountants (collectively, with the “Year-end Balance Sheets, the "Financial Statements”"). All Financial Statements, including the notes thereto, which have been prepared in accordance with GAAP and delivered to Buyer, fairly and accurately present the financial condition position of the Company as at such dates and the results of operations of the Company as and cash flows for such respective periods, in each case prepared based upon the amounts reflected in the financial and other books and records of the respective dates thereofCompany, exceptand except as otherwise expressly set forth on Schedule 3.8, in the case of the Interim Balance Sheetaccordance with generally accepted accounting principles, consistently applied for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate)periods covered thereby.
(b) Attached The statement of assets, liabilities and equity-income tax basis of the Company as at September 30, 1997 ("Latest Balance Sheet"), and related statement of revenues, expenses and retained earnings-income tax basis for the period ended September 30, 1997, which is attached hereto as Section 4.06(a) Exhibit E, fairly presents the financial position of the Disclosure Schedules is a true Company as at September 30, 1997, and complete copy was prepared based on amounts reflected in the financial and other books and records of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, Company and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe generally accepted accounting principals (except as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate)otherwise expressly set forth on Schedule 3.8.
(c) The Company maintains in all material respects proper Except as set forth on Schedule 3.8, the books of account, minute books, stock record books, stock ledger and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements other records of the Company ("Books and Records") all of which have been delivered to maintain accountability for Buyer, are complete and correct and have been maintained in accordance with sound business practices, including the Company’s assets; (iii) prevention or timely detection maintenance of unauthorized acquisition, use or disposition a system of internal controls. The Stockholders and the Board of Directors of the assets Company have ratified all prior actions taken by the Stockholders and the Board of Directors of the Company; (iv) , respectively, since the reporting date of incorporation of the Company’s assets . The Books and Records that have been delivered to Buyer represent all of the Books and Records of the Company that are in possession of the Stockholders, the Company, or to the knowledge of the Stockholders, any third parties. Neither the Board of Directors nor the Stockholders have since the date of the incorporation of the Company, approved, adopted, authorized or consented to any action by the Company which is compared with existing assets at regular intervals; not set forth in the Books and Records delivered to Buyer, that could have a material effect on the business, operations, results of operations, condition (v) accountsfinancial or otherwise), notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect or prospects of the collection thereof on a current and timely basisCompany.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as at Section 4.06(a) 3.6 of the VBI Disclosure Schedules Schedule are true true, correct and complete copies of: of (i) the audited consolidated balance sheets of the Company VBI and its Subsidiaries as of December 31, 2010 31 for the fiscal years 2005 and December 31, 2011, 2004 and the related consolidated statements of income, memberschanges in stockholders’ deficit equity and cash flows for the fiscal years then ended2005, together with the notes thereto 2004 and 2003, inclusive, in each case accompanied by the audit report thereon of Xxxxxx Xxxxxxxx XxxxxxxxDalby, P.C.Wxxxxxxx & Co., certified P.C. or Pxxxx-Xxxxx LLP, as applicable, independent public accountants; accountants with respect to VBI, and (ii) the unaudited balance sheet interim financial statements of the Company (the “Interim Balance Sheet”) VBI as of August and for the period ended March 31, 2012 2006, all of which were previously included in the SEC Reports. The financial statements referred to in this Section 3.6 and the financial statements included (or incorporated by reference) in the “Interim Balance Sheet Date”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 related financial statements of income, changes referred to in shareholders’ equity and cash flows for the eight Section 6.6 hereof will fairly present (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, exceptsubject, in the case of the Interim Balance Sheetunaudited statements, for to recurring audit adjustments normal in nature and amount and the absence of notes footnotes), the consolidated results of operations, cash flows, changes in shareholders’ equity, comprehensive income and normal year-end adjustments consolidated financial position of VBI and its Subsidiaries for the respective fiscal periods and as of the respective dates therein set forth, (none iii) complied as to form, as of which would be materialtheir respective dates of filing with the SEC, individually in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and, (iv) have been, and the financial statements referred to in Section 6.6 hereof will be, prepared in accordance with generally accepted accounting principles consistently applied during the periods involved (“GAAP”), except in each case as indicated in such statements or in the aggregate)notes thereto. The books and records of VBI have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
(b) Attached hereto The records, systems, controls, data and information of VBI and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of VBI or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to adversely affect the system of internal accounting controls described below in this Section 3.6(b). VBI (x) has implemented and maintains disclosure controls and procedures (as Section 4.06(adefined in Rule 13a-15(e) of the Disclosure Schedules Exchange Act) to ensure that material information relating to VBI, including its consolidated Subsidiaries, is a true made known to the chief executive officer and complete copy the chief financial officer of VBI by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to VBI’s outside auditors and the audit committee of VBI’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet DateExchange Act) which are reasonably likely to adversely affect VBI’s ability to record, process, summarize and the related statements of incomereport financial information and (ii) any fraud, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be whether or not material, individually that involves management or other employees who have a significant role in VBI’s internal controls over financial reporting. These disclosures, if any, were made in writing by management to VBI’s auditors and audit committee and a copy has previously been made available to VBI. There is no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give the aggregate)reports, certifications and attestations required pursuant to the rules and regulations adopted pursuant to the Sxxxxxxx-Xxxxx Act, without qualification, when next due.
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that Since January 1, 2003, (i) transactions are executed with management’s authorization; neither VBI nor any of its Subsidiaries nor, to the Knowledge of VBI, any director, officer, employee, auditor, accountant or representative of VBI or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of VBI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that VBI or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) transactions no attorney representing VBI or any of its Subsidiaries, whether or not employed by VBI or any of its Subsidiaries, has reported to the Board of Directors of VBI or any committee thereof or to any director, executive officer or in-house counsel of VBI evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by VBI or any of its officers, directors, employees or agents.
(d) Neither VBI nor any of its Subsidiaries has any liability of any material nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are recorded as necessary to prepare reflected or reserved against on the financial statements consolidated balance sheet of the Company and to maintain accountability VBI included in its Quarterly Report on Form 10-Q for the Company’s assets; fiscal quarter ended March 31, 2006 (iiiincluding any notes thereto) prevention or timely detection and for liabilities incurred in the ordinary course of unauthorized acquisitionbusiness consistent with past practice since March 31, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis2006.
Appears in 1 contract
Samples: Merger Agreement (Vail Banks Inc)
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are Sellers have delivered to GE true and complete copies of: of (i) 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 CPG and each of the Company as of Stock Companies (excluding Cadillac Pacific and CP Limited) for the year ending December 31, 2010 1998, (iii) the unaudited income statements and balance sheets of CPG and each of the Stock Companies for the year ending December 31, 20111999 (the "1999 Financial Statements"), and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (iiiv) the unaudited balance sheet of the Company Business as at February 29, 1999 (the “Interim "February Balance Sheet”") as of August 31, 2012 and (the “Interim Balance Sheet Date”), and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, except, in the case of the Interim Balance Sheet, for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(bv) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe the Business, dated as of Interim November 30, 1999, hereinafter referred to as the "November Balance Sheet," November 30, 1999 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 related statements items listed in clauses (i), (ii), (iii) and (iv) above are attached hereto as Annex C. Except as set forth in Part 2(d) of incomethe Disclosure Schedule, changes the November Balance Sheet and all of the items listed in shareholders’ equity clauses (i), (ii), (iii) and cash flows (iv) above have been prepared from the books and records of the Cadillac Companies and fairly present, in all material respects, the assets, liabilities, results of operations and financial condition of the Cadillac Company or Cadillac Companies covered thereby at the respective dates thereof and for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared periods therein referred to, all in accordance with GAAP Applicable GAAP, consistent with past practice and fairly the accounting principles and accurately present procedures described in Part (A) of Exhibit C to the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet DateAgreement, except for that (x) the absence of unaudited income statements and balance sheets do not contain 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 (none B) of which would be material, individually or Exhibit C to the Agreement. All accounts reflected in the aggregate).
November Balance Sheet and the 1999 Financial Statements arose in the ordinary course of business of the Business. The reserves reflected in the November Balance Sheet and the 1999 Financial Statements (cnot including any reserves for inventory obsolescence, damage or aging, or any reserves for collectability of accounts receivable) are adequate, appropriate and reasonable. The Company maintains financial books and records of the Business are complete and accurate, in all material respects proper respects, and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare fully and accurately reflect the financial statements current business activity of the Company Business in accordance with Applicable GAAP, consistent with past practice and the accounting principles and procedures described in Part (A) of Exhibit C to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisAgreement.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true Maritime Bank has previously delivered to Webster true, correct and complete copies of: of (ia) the audited balance sheets of the Company ox Xxxxxime Bank as of December 3131 for the years 1995, 2010 and December 31, 20111996, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), 1997 and the related statements of income, changes in shareholders’ stockholders' equity and cash flows for the eight years 1994 through 1997, inclusive, in each case accompanied by the audit report of Shatswell, MacLeod & Company, P.C., independent public accountants wixx xxxxxxt tx Xxxxxime Bank, and (8) months then b) the unaudited statement of position of Maritime Bank as of September 30, 1998 and the related comparative unaudited statements of earnings, changes in stockholders' equity and cash flows for the nine month periods ended September 30, 1997 and 1998. The financial statements referred to in this Section 3.6(a) (collectively, the “Financial Statements”). All Financial Statements, including the notes theretorelated notes, have been prepared in accordance with GAAP where applicable) fairly present, and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, exceptstatements referred to in Section 6.8 hereof will fairly present (subject, in the case of the Interim Balance Sheetunaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial condition of Maritime Bank for the absence respective fiscal periods or as of notes the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply, and normal year-end adjustments 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 FDIC with respect thereto; and each of such statements (none of which would be materialincluding the related notes, individually 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 aggregate)notes thereto. The annual reports and quarterly reports that Maritime Bank has sent to shareholders since December 31, 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 Maritime Bank has previously delivered or made available to Webster true, correct and complete copies of such reports. The boxxx xxx records of Maritime Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
(b) Attached hereto Except and to the extent (i) reflected, disclosed or provided for in the financial statements as Section 4.06(aof December 31, 1997 referred to above, (ii) of liabilities incurred since December 31, 1997 in the Disclosure Schedules is a true ordinary course of business and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Dateconsistent with past practice, and (iii) of liabilities related to the related statements of incomeAgreement, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet Maritime Bank has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Dateno liabilities, except for the absence of notes and normal year-end adjustments (none of which would be materialwhether absolute, individually accrued, contingent or in the aggregate)otherwise.
(c) The Company maintains minute books of Maritime Bank contain records of all meetings and other corporate action held of its shareholders and Board of Directors (including committees thereof) that are complete and accurate in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisrespects.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) The Company has previously provided Parent with copies of the Disclosure Schedules are true and complete copies of: (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2010 2014 and December 31, 20112013, and the related consolidated statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements of comprehensive income, changes in shareholdersstockholders’ equity and cash flows for the eight years ended December 31, 2014, 2013 and 2012, accompanied by the independent auditor’s report of LxXxxxx, a Professional Accounting Corporation and (8) ii) the unaudited consolidated balance sheet of the Company as of March 31, 2015 and the related unaudited consolidated statements of income for the three months then ended (collectively, the “Company Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations The consolidated balance sheets of the Company referred to herein, as well as the consolidated financial statements to be delivered pursuant to Section 7.2 hereof (including the related notes, where applicable) fairly present or will fairly present, in all material respects, as the case may be, the consolidated financial condition of the Company and its Subsidiaries as of the respective dates thereofset forth therein, exceptand the related consolidated statements of operations, stockholders’ equity and cash flows, as applicable (including the related notes), fairly present or will fairly present, as the case may be, the consolidated results of the operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, subject, in the case of the Interim Balance Sheetunaudited interim consolidated financial statements, for the absence of notes and to normal year-end audit adjustments (none as permitted by GAAP and the applicable rules and regulations of which would be material, individually or in the aggregate)SEC.
(b) Attached hereto as Section 4.06(a) Each of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and Company Financial Statements referred to in this Section 4.7 (including the related statements of incomenotes, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet where applicable) has been prepared in accordance with GAAP and fairly and accurately present consistently applied during the financial condition and results of operations of Pardot Europe periods involved (except as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would may be material, individually or indicated in the aggregatenotes thereto and, in the case of unaudited financial statements, as may be permitted by the SEC for quarterly reports on Form 10-Q).
(c) Neither the Company nor the Company Bank has, and since December 31, 2014, neither Company nor the Company Bank has incurred, any material liabilities or obligations, whether accrued, absolute, contingent or otherwise, known or unknown, whether due or to become due, except (i) as set forth in the audited consolidated balance sheet of the Company and Subsidiary at December 31, 2014 (excluding the Notes thereto), (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2014, and (iii) for any liabilities incurred with respect to the transactions contemplated by this Agreement.
(d) The books and records of the Company maintains and the Company Bank have been, and are being, maintained in all material respects proper in accordance with applicable legal and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements requirements and reflect only actual transactions. The records, systems, controls, data and information of the Company and the Company Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Bank (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described herein. The Company and the Company Bank have implemented and maintain accountability for a system of internal accounting controls effective to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company is not aware of (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to adversely materially affect the Company’s assets; ability to accurately record, process, summarize and report financial information and (iiiB) prevention any fraud, whether or timely detection of unauthorized acquisitionnot material, use that involves management or disposition other employees who have a significant role in Company’s internal control over financial reporting.
(e) Since December 31, 2011, except as set forth in Section 4.7(e) of the assets Company Disclosure Schedule, (A) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company; , any director, officer, employee, auditor, accountant or representative of it or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ivB) no attorney representing the reporting Company or any of its Subsidiaries, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisdirectors or executive officers.
Appears in 1 contract
Financial Statements; Books and Records. (ai) Attached hereto as Section 4.06(a) of The Seller has made available to the Disclosure Schedules are true Buyer, correct and complete copies of: of the following (icollectively, the “Financial Statements”): (A) the audited balance sheets of the Company as of December 31, 2010 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and the Subsidiaries as of and for each of the eight calendar years ended December 31, 2010 and 2009 (8) months then ended with December 31, 2010 being the “Most Recent Fiscal Year End”) (collectively, the “Audited Financial Statements”). All , and (B) the unaudited consolidated balance sheet (the “Latest Balance Sheet”) as of March 31, 2011 (the “Latest Balance Sheet Date”) and related consolidated statement of income of the Company and the Subsidiaries for the three (3) month period ending on the Latest Balance Sheet Date (the “Interim Financial Statements, including the notes thereto”).
(ii) The Audited Financial Statements are correct and complete, have been prepared in accordance with GAAP GAAP, consistently applied throughout the periods indicated, and fairly and accurately present in all material respects the consolidated financial condition and results of operations and cash flows of the Company and the Subsidiaries as of the respective dates thereofthereof and for the periods referred to therein. The Interim Financial Statements are correct and complete, excepthave been prepared in accordance with GAAP, consistently applied throughout the period indicated, and fairly present in all material respects the case consolidated financial condition and results of operations and cash flows of the Interim Balance Sheet, Company and the Subsidiaries as of the date thereof and for the absence of notes and period referred to therein, except that the Interim Financial Statements are subject to normal year-end adjustments (none of which would are reasonably expected to be material, individually or in ) and lack the aggregate)footnote disclosure otherwise required by GAAP.
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) The Company has previously provided Parent with copies of the Disclosure Schedules are true and complete copies of: (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2010 2014 and December 31, 20112013, and the related consolidated statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements of comprehensive income, changes in shareholdersstockholders’ equity and cash flows for the eight years ended December 31, 2014, 2013 and 2012, accompanied by the independent auditor’s report of XxXxxxx, a Professional Accounting Corporation and (8) ii) the unaudited consolidated balance sheet of the Company as of March 31, 2015 and the related unaudited consolidated statements of income for the three months then ended (collectively, the “Company Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations The consolidated balance sheets of the Company referred to herein, as well as the consolidated financial statements to be delivered pursuant to Section 7.2 hereof (including the related notes, where applicable) fairly present or will fairly present, in all material respects, as the case may be, the consolidated financial condition of the Company and its Subsidiaries as of the respective dates thereofset forth therein, exceptand the related consolidated statements of operations, stockholders’ equity and cash flows, as applicable (including the related notes), fairly present or will fairly present, as the case may be, the consolidated results of the operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, subject, in the case of the Interim Balance Sheetunaudited interim consolidated financial statements, for the absence of notes and to normal year-end audit adjustments (none as permitted by GAAP and the applicable rules and regulations of which would be material, individually or in the aggregate)SEC.
(b) Attached hereto as Section 4.06(a) Each of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and Company Financial Statements referred to in this Section 4.7 (including the related statements of incomenotes, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet where applicable) has been prepared in accordance with GAAP and fairly and accurately present consistently applied during the financial condition and results of operations of Pardot Europe periods involved (except as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would may be material, individually or indicated in the aggregatenotes thereto and, in the case of unaudited financial statements, as may be permitted by the SEC for quarterly reports on Form 10-Q).
(c) Neither the Company nor the Company Bank has, and since December 31, 2014, neither Company nor the Company Bank has incurred, any material liabilities or obligations, whether accrued, absolute, contingent or otherwise, known or unknown, whether due or to become due, except (i) as set forth in the audited consolidated balance sheet of the Company and Subsidiary at December 31, 2014 (excluding the Notes thereto), (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2014, and (iii) for any liabilities incurred with respect to the transactions contemplated by this Agreement.
(d) The books and records of the Company maintains and the Company Bank have been, and are being, maintained in all material respects proper in accordance with applicable legal and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements requirements and reflect only actual transactions. The records, systems, controls, data and information of the Company and the Company Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Bank (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described herein. The Company and the Company Bank have implemented and maintain accountability for a system of internal accounting controls effective to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company is not aware of (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to adversely materially affect the Company’s assets; ability to accurately record, process, summarize and report financial information and (iiiB) prevention any fraud, whether or timely detection of unauthorized acquisitionnot material, use that involves management or disposition other employees who have a significant role in Company’s internal control over financial reporting.
(e) Since December 31, 2011, except as set forth in Section 4.7(e) of the assets Company Disclosure Schedule, (A) neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company; , any director, officer, employee, auditor, accountant or representative of it or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ivB) no attorney representing the reporting Company or any of its Subsidiaries, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisdirectors or executive officers.
Appears in 1 contract
Financial Statements; Books and Records. (ai) Attached hereto as Section 4.06(aSchedule 3.1(g)(i) of the PMSI Disclosure Schedules are true Schedule is the unaudited consolidating and complete copies of: (i) the audited combined balance sheets of the Company Transferred Subsidiaries (the "Transferred Subsidiaries Interim Balance Sheet") as of December 31June 30, 2010 1998 and December 31, 20111997, and the related unaudited consolidating and combined statements of income, members’ deficit and cash flows operations for the fiscal years then ended, periods ended on such date (together with the notes thereto and Transferred Subsidiaries Interim Balance Sheet, the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and "Transferred Subsidiaries Interim Financial Statements").
(ii) the unaudited balance sheet Each of the Company (Transferred Subsidiaries Interim Financial Statements has been prepared based upon the “Interim Balance Sheet”) as books and records of August 31, 2012 (the “Interim Balance Sheet Date”), PMSI and the related statements of incomeTransferred Subsidiaries on a consistent basis throughout the periods covered thereby and, changes except as disclosed in shareholders’ equity and cash flows for the eight (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP accounting principles generally accepted in the United States of America ("GAAP"), except to the extent that intercompany obligations, investments in subsidiaries and certain carveout entries relating to WII and its subsidiaries have not been eliminated in consolidation, applied a consistent basis for the period involved, and fairly present, in all material respects, the consolidating and accurately present combined financial position of the financial condition Transferred Subsidiaries, as of their respective dates and the consolidating and combined results of operations of the Company as of the respective dates thereof, except, in the case of the Interim Balance SheetTransferred Subsidiaries, for the periods set forth therein, subject to the absence of notes footnotes and normal consolidation and year-end adjustments (adjustments. As of the date hereof, none of which would the Transferred Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be material, individually recognized or disclosed on a combined balance sheet of the Transferred Subsidiaries or in the aggregatenotes thereto, other than (x) liabilities reflected in the Transferred Subsidiaries Interim Balance Sheet (except to the extent satisfied since June 30, 1998), (y) liabilities incurred since June 30, 1998 in the ordinary course of business consistent with past practice or (z) reflected in the Pro Forma Balance Sheet.
(biii) The books and records of each of the Transferred Subsidiaries and the Belgian Subsidiaries have been maintained in accordance with reasonable commercial practices.
(iv) Attached hereto as Section 4.06(aSchedule 3.1(g)(iv) of the PMSI Disclosure Schedules Schedule is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Transferred Subsidiaries Interim Balance Sheet Dateas of June 30, 1998, as adjusted to give pro forma effect to the Closing and the transactions contemplated by the Allocation Agreement and Section 5.7 of this Agreement as if all of such transactions had been effected on June 30, 1998 (the "Pro Forma Balance Sheet"). As of (and after giving effect to) the Closing and the transactions contemplated by the Allocation Agreement and Section 5.7 of this Agreement, (x) the Transferred Subsidiaries will have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (A) liabilities reflected in the Pro Forma Balance Sheet (except to the extent satisfied since June 30, 1998) and (B) liabilities to unaffiliated third parties incurred as permitted by this Agreement since June 30, 1998 in the ordinary course of business consistent with past practice; (y) the excess of the combined Current Liabilities of the Transferred Subsidiaries over their combined Current Assets (determined in each case in conformity with GAAP) will not be greater than $8.5 million. For purposes of Section 3.1(g)(iv)(y), "Current Liabilities" shall mean accounts payable, accrued liabilities and pre-xxxxxxxx, and the related statements of income"Current Assets" shall mean cash, changes accounts receivable, work in shareholders’ equity process, inventory, and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared prepaid assets, in each case determined in accordance with GAAP and fairly and accurately present GAAP, applied on a basis consistent with the financial condition and results of operations of Pardot Europe as preparation of the Interim Pro Forma Balance Sheet Date, except for the absence Sheet. For purposes of notes determining Current Liabilities and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.Current Assets,
Appears in 1 contract
Samples: Purchase Agreement (Pharmaceutical Marketing Services Inc)
Financial Statements; Books and Records. (a) Attached hereto as The Partnership has furnished copies of its financial statements described in Section 4.06(a5.4(a) of the Partnership Disclosure Schedules are true and complete copies of: Schedule (the “Historical Financial Statements”), including (i) the Partnership’s audited balance sheets of the Company sheet as of December 31, 2010 and December 31, 20112023, and the related statements statement of incomeoperations, membersstatement of partners’ deficit equity and statement of cash flows for the fiscal years then endedyear ended December 31, 2023, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxxthereto, P.C., certified public accountants; and (ii) the Partnership’s unaudited balance sheet as of the Company September 30, 2024 (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related condensed statements of incomeoperations, condensed statements of changes in shareholders’ equity and condensed statements of cash flows for the eight comparative nine (8) months then 9)-month periods ended on September 30, 2024 and 2023, together with the notes thereto (collectivelythe “Interim Financial Statements” and together with the Historical Financial Statements, the “Financial Statements”). All Financial Statements, including .
(b) Except as otherwise disclosed in the notes thereto, have been prepared and subject in accordance with GAAP the case of the Interim Financial Statements to the absence of normal and recurring year-end adjustments, the Financial Statements present fairly and accurately present in all material respects the financial condition and results of operations of the Company Partnership as of the respective dates thereof, exceptthe cash flows of the Partnership and the operating results of the Partnership for the periods covered thereby, in the each case in conformity with GAAP in all material respects, consistently applied and without modification of the Interim Balance Sheet, for the absence of notes and normal year-end adjustments (none of which would be material, individually or accounting principles used in the aggregate).
preparation thereof throughout the periods presented (b) Attached hereto except as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would may be material, individually or indicated in the aggregatenotes thereto).
(c) The Company maintains Financial Statements were derived from the books and records of the Partnership, which books and records are accurate and complete in all material respects proper and adequate respects.
(d) Except for liabilities (a) reflected or reserved against in the Financial Statements or (b) incurred in the ordinary course of business since September 30, 2024 consistent with past practice, the Partnership has no liabilities or obligations of any nature that would be required to be reflected on the Partnership’s balance sheet (or the notes thereto) in accordance with GAAP. The Partnership does not maintain any undisclosed “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K under the Securities Act.
(e) The Partnership maintains a system of internal accounting controls over financial reporting designed to assure that provide reasonable assurance that: (i) transactions are executed in accordance with management’s authorization; general or specific authorizations, (ii) transactions are recorded as necessary to prepare permit preparation of the financial statements of the Company Partnership in conformity with GAAP and to maintain accountability for of the CompanyPartnership’s assets; , (iii) prevention access to the Partnership’s assets is permitted only in accordance with management’s general or timely detection of unauthorized acquisitionspecific authorization, use or disposition of the assets of the Company; and (iv) the reporting of recorded accountability for the CompanyPartnership’s assets is compared with the existing assets at regular intervals; intervals and (v) accounts, notes appropriate action is taken with respect to any differences. The Partnership maintains internal controls over financial reporting that provide reasonable assurance regarding the reliability of financial reporting and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basispreparation of financial statements for external purposes in accordance with GAAP.
Appears in 1 contract
Samples: Securities Exchange Agreement (Arcadia Biosciences, Inc.)
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies of: (i) the audited balance sheets of the Company as of December 31, 2010 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together Seller has heretofore furnished Buyer with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, except, in the case of the Interim Balance Sheet, for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet Compilation Statements, the receipt of Pardot Europe which by Buyer is hereby acknowledged. The Compilation Statements have been derived from the books and records of the Company and constitute a fair and accurate presentation in all material respects of the financial position of the Company at the respective dates thereof and the results of the operations of the Company for the periods indicated and, in the case of the Compilation Statements, dated as of and for the period ended December 31, 1997 only, cash flows of the Company.
(b) Seller has also heretofore furnished Buyer with a true and complete copy of the Interim Balance Sheet DateFinancial Statements and, through the month ended December 31, 1998, the Monthly Financial Statements, the receipt of which by Buyer is hereby acknowledged. The Interim Financial Statements and such Monthly Financial Statements have been, and Monthly Financial Statements required to be delivered pursuant to Section 8.1 when delivered shall have been, derived from the books and records of the Company, and have been, and shall have been, as applicable, prepared on a basis consistent otherwise with the Compilation Statements dated as of and for the periods ended December 31, 1996 and December 31, 1997. The Interim Financial Statements and, through the month ended December 31, 1998, the Monthly Financial Statements constitute, and the related statements Monthly Financial Statements required to be delivered pursuant to Section 8.1, when delivered will constitute, a fair and accurate presentation in all material respects of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition position of the Company at the respective dates thereof and the results of operations of Pardot Europe as of the Interim Balance Sheet Date, except Company for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate)respective periods indicated.
(c) The Company maintains Except as disclosed on SCHEDULE 6.1.6.(c), there have been no changes in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.'s reserve policies since November 30,
Appears in 1 contract
Samples: Asset Purchase Agreement (General Automation Inc/Il)
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) The Company has previously provided Parent with copies of the Disclosure Schedules are true and complete copies of: (i) the audited unaudited balance sheets of the Company and the Company Bank as of December 31, 2010 2021 and December 312020, 2011, and accompanied by the related statements Independent Accountants’ Report on Applying Agreed-Upon Procedures of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; X.X. Xxxx & Company and (ii) the unaudited consolidated balance sheet of the Company (the “Interim Balance Sheet”) as of August 31June 30, 2012 (the “Interim Balance Sheet Date”), 2022 and the related unaudited consolidated statements of income, changes in shareholders’ equity and cash flows income for the eight (8) three and six months then ended (collectively, the “Company Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations The consolidated balance sheets of the Company referred to herein, as well as the consolidated financial statements to be delivered pursuant to Section 7.2 hereof fairly present or will fairly present, in all material respects, as the case may be, the consolidated financial condition of the Company and the Company Bank as of the respective dates thereofset forth therein, exceptand the related consolidated statements of income, stockholders’ equity and cash flows, as applicable, fairly present or will fairly present, as the case may be, the consolidated results of the operations, of the Company and the Company Bank for the respective periods or as of the respective dates set forth therein, subject, in the case of the Interim Balance Sheetunaudited interim consolidated financial statements, for the absence of notes and to normal year-end audit adjustments (none of which would be material, individually or in the aggregate)as permitted by GAAP.
(b) Attached hereto as Section 4.06(a) Each of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes Company Financial Statements referred to in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet this Section 4.6 has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet DateGAAP, except for the absence of excluding notes and normal year-end adjustments (none of which would be materialdisclosures thereto, individually or in consistently applied during the aggregate)periods involved.
(c) Neither the Company nor the Company Bank has, and since December 31, 2021, neither Company nor the Company Bank has incurred, any material liabilities or obligations, whether accrued, absolute, contingent or otherwise, known or unknown, whether due or to become due, except (i) as set forth in the unaudited balance sheets of the Company and Subsidiary at December 31, 2021 (excluding the Notes thereto), (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2021, and (iii) for any liabilities incurred with respect to the transactions contemplated by this Agreement.
(d) The books and records of the Company maintains and the Company Bank have been, and are being, maintained in all material respects proper in accordance with applicable legal and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements requirements and reflect only actual transactions. The records, systems, controls, data and information of the Company and the Company Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Bank (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described herein. The Company and the Company Bank have implemented and maintain accountability for a system of internal accounting controls effective to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, excluding notes and disclosures thereto. The Company is not aware of (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to adversely materially affect the Company’s assets; ability to accurately record, process, summarize and report financial information or (iiiB) prevention any fraud, whether or timely detection of unauthorized acquisitionnot material, use that involves management or disposition other employees who have a significant role in Company’s internal control over financial reporting.
(e) Since December 31, 2019, except as set forth in Section 4.6(e) of the assets Company Disclosure Schedule, (A) neither the Company nor the Company Bank nor, to the knowledge of the Company; , any director, officer, employee, auditor, accountant or representative of it or the Company Bank has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or the Company Bank has engaged in questionable accounting or auditing practices, and (ivB) no attorney representing the reporting Company or the Company Bank, whether or not employed by the Company or the Company Bank, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisdirectors or executive officers.
Appears in 1 contract
Samples: Merger Agreement (Home Federal Bancorp, Inc. Of Louisiana)
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies ofSeller has delivered to Buyer: (ia) the an audited balance sheets sheet of the Company IES Inc. as of at December 31, 2010 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with 2001 (including the notes thereto and thereto, the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim "Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”"), and the related audited statements of income, changes in shareholders’ ' equity and cash flows for the eight (8) months fiscal year then ended (collectively, the “Financial Statements”). All Financial Statementsended, including in each case the notes thereto, have been prepared together with the report thereon of Xxxxxxxxx, Xxxxxxx & Price LLP, independent certified public accountants; (b) audited balance sheets of IES Inc. as at December 31 in accordance with GAAP each of the fiscal years 2000 and 2001, and the related audited statements of operations, changes in shareholders' equity and cash flows for each of the 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 and accurately present the financial condition and the results of operations operations, changes in shareholders' equity and cash flows (as to audited statements) of IES Inc. as at the Company respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP. The financial statements delivered pursuant to in this Section 3.6 reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. The financial statements have been and will be prepared from and are in accordance with the accounting records 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.
(b) All items included in the inventories consist of a quality and quantity usable and, with respect to finished goods, saleable, in the ordinary course of business of Seller except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Balance Sheet or the Interim Balance Sheet or on the accounting records of Seller as of the respective dates thereofClosing Date, exceptas the case may be. Seller is not in possession of any inventory not owned by Seller, including goods already sold. All of the inventories have been valued at the lower of cost or market value on a specific identification basis. Inventories now on hand that were purchased after the date of the Balance Sheet or the Interim Balance Sheet were purchased in the case ordinary course of business of Seller at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of inventories (whether raw materials, work-in-process or finished goods) are not excessive but are reasonable in the present circumstances of Seller. Work-in-process inventories are now valued, and will be valued on the Closing Date, according to GAAP.
(c) IES Inc. has no liability except for liabilities reflected or reserved against in the Balance Sheet or the Interim Balance Sheet and current liabilities incurred in the ordinary course of business of Seller since the date of the Interim Balance Sheet, for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(bd) Attached hereto as Section 4.06(aAs of June 30, 2002, the total stockholders' equity (common stock plus additional paid-in capital plus retained earnings) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would Seller shall be material, individually or in the aggregate)not less than $928,000.
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true Seller has previously delivered to Purchaser true, correct and complete copies of: of (i) the audited balance sheets annual statutory financial statements of each of the Ceding Company and AHLIC, together with the report of each such company’s independent auditors thereon, as of and for the years ended December 31, 2010 2015 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; 2016 and (ii) the unaudited balance sheet statutory financial statements of each of the Ceding Company (the “Interim Balance Sheet”) and AHLIC as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then quarter ended June 30, 2017 (collectively, the “Financial Statutory Statements”), in each case, as filed with the Insurance Regulator of such entity’s jurisdiction of domicile. All Financial Statements, including the notes thereto, have been The Statutory Statements were prepared in accordance with GAAP and applicable SAP consistently applied throughout all such periods and, except as set forth in Section 3.18(a) of the Seller Disclosure Schedule, fairly and accurately present in all material respects the financial condition position, admitted assets, liabilities, capital, and surplus of the Ceding Company and AHLIC (as applicable) at December 31, 2015, December 31, 2016 and June 30, 2017, and the results of operations operations, changes in surplus, and cash flows of the Ceding Company and AHLIC (as of applicable) for the respective dates thereofperiods covered thereby, exceptsubject, in the case of the Interim Balance Sheet, quarterly Statutory Statements as of and for the absence of notes and quarter ended June 30, 2017, to normal year-end adjustments (none and the absence of which would be material, individually or 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 the aggregate)preparation of the Statutory Statements.
(b) Attached hereto as Section 4.06(aThe reserves, including incurred but not reported (IBNR), for payment of benefits, losses, claims, expenses, and other similar purposes (including claims litigation) of with respect to the Disclosure Schedules is a true and complete copy of Group Contracts reflected in the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet DateStatutory Statements, the Reference Closing Statement, and the related statements of incomePro Forma Financial Statements, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments their respective dates: (none of which would be material, individually or in the aggregate).
(ca) The Company maintains were computed in all material respects proper in accordance with generally accepted actuarial standards, consistently applied and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorizationdeveloped by the Ceding Company applying consistent practices, assumptions and methodologies used as of their respective dates; (iib) transactions are recorded as necessary to prepare met the financial statements requirements of the Company SAP and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervalsother Applicable Law; and (vc) accounts, notes were based on actuarial information and other receivables data and inventory 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 recorded, and proper and or will be adequate procedures are implemented to effect or sufficient for the collection thereof on a current and timely basispurposes for which they were established.
Appears in 1 contract
Samples: Master Transaction Agreement (Hartford Financial Services Group Inc/De)
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) The Company has previously provided Parent with copies of the Disclosure Schedules are true and complete copies of: (i) the audited consolidated balance sheets of the Company and the Company Bank as of December 31, 2010 2020 and December 31, 20112019, and the related consolidated statements of incomeoperations, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements of comprehensive income, changes in shareholders’ equity and cash flows for the eight years ended December 31, 2020 and 2019, accompanied by the independent auditor’s report of Xxx, Xxxxxxxx & Xxxxxxx, L.L.P. and (8) ii) the unaudited consolidated balance sheet of the Company as of September 30, 2021 and the related unaudited consolidated statements of operations for the three and nine months then ended (collectively, the “Company Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations The consolidated balance sheets of the Company referred to herein, as well as the consolidated financial statements to be delivered pursuant to Section 7.2 hereof (including the related notes, where applicable) fairly present or will fairly present, in all material respects, as the case may be, the consolidated financial condition of the Company and the Company Bank as of the respective dates thereofset forth therein, exceptand the related consolidated statements of operations, shareholders’ equity and cash flows, as applicable (including the related notes), fairly present or will fairly present, as the case may be, the consolidated results of the operations, shareholders’ equity and cash flows of the Company and the Company Bank for the respective periods or as of the respective dates set forth therein, subject, in the case of the Interim Balance Sheetunaudited interim consolidated financial statements, for the absence of notes and to normal year-end audit adjustments (none of which would be material, individually or in the aggregate)as permitted by GAAP.
(b) Attached hereto as Section 4.06(a) Each of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and Company Financial Statements referred to in this Section 4.6 (including the related statements of incomenotes, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet where applicable) has been prepared in accordance with GAAP and fairly and accurately present consistently applied during the financial condition and results of operations of Pardot Europe periods involved (except as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would may be material, individually or indicated in the aggregatenotes thereto).
(c) Neither the Company nor the Company Bank has, and since December 31, 2020, neither Company nor the Company Bank has incurred, any material liabilities or obligations, whether accrued, absolute, contingent or otherwise, known or unknown, whether due or to become due, except (i) as set forth in the audited consolidated balance sheet of the Company and Subsidiary at December 31, 2020 (excluding the Notes thereto), (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2020, and (iii) for any liabilities incurred with respect to the transactions contemplated by this Agreement.
(d) The books and records of the Company maintains and the Company Bank have been, and are being, maintained in all material respects proper in accordance with applicable legal and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements requirements and reflect only actual transactions. The records, systems, controls, data and information of the Company and the Company Bank are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Bank (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described herein. The Company and the Company Bank have implemented and maintain accountability for a system of internal accounting controls effective to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company is not aware of (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would be reasonably likely to adversely materially affect the Company’s assets; ability to accurately record, process, summarize and report financial information or (iiiB) prevention any fraud, whether or timely detection of unauthorized acquisitionnot material, use that involves management or disposition other employees who have a significant role in Company’s internal control over financial reporting.
(e) Since December 31, 2018, except as set forth in Section 4.6(e) of the assets Company Disclosure Schedule, (A) neither the Company nor the Company Bank nor, to the knowledge of the Company; , any director, officer, employee, auditor, accountant or representative of it or the Company Bank has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Bank or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or the Company Bank has engaged in questionable accounting or auditing practices, and (ivB) no attorney representing the reporting Company or the Company Bank, whether or not employed by the Company or the Company Bank, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisdirectors or executive officers.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true FICS has previously delivered to S1 Holdings true, correct and complete copies of: (i) of the audited consolidated balance sheets of the Company FICS and its Subsidiaries as of December 31, 2010 31 for the fiscal years 1998 and December 31, 2011, 1997 and the related consolidated statements of incomeoperations, members’ deficit stockholders' equity and cash flows for the fiscal years then ended1998, together 1997 and 1996, inclusive, as reported in FICS' Registration Statement on Form F-1 filed with the notes thereto Securities and Exchange Commission (the "SEC") on April 13, 1999, as 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 thereon of Xxxxxx Xxxxxxxx XxxxxxxxPricewaterhouseCoopers & Co. Bedrijfsrevisoren, P.C., certified independent public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”)accountants with respect to FICS, and the related interim financial statements of income, changes in shareholders’ equity FICS as of and cash flows for the eight three months ended March 31, 1999 and 1998. The financial statements referred to in this Section 3.5 (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes theretorelated notes, have been prepared in accordance with GAAP where applicable) fairly present, and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, exceptstatements referred to in Section 6.6 hereof will fairly present (subject, in the case of the Interim Balance Sheetunaudited statements, to normal and recurring audit adjustments), the results of the consolidated operations and consolidated financial condition of FICS and its Subsidiaries for the absence of notes and normal year-end adjustments (none of which would be material, individually respective fiscal periods or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy respective dates therein set forth; each of such statements (including the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Daterelated notes, where applicable) comply, and the financial statements referred to in Section 6.6 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements of income, changes referred to in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been Section 6.6 hereof will be prepared in accordance with GAAP generally accepted accounting principles, as applied in the United States, and fairly and accurately present consistently applied during the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Dateperiods involved ("US GAAP"), except for the absence of notes and normal year-end adjustments (none of which would be material, individually in each case as indicated in such statements or in the aggregate).
(c) notes thereto or, in the case of unaudited statements. The Company maintains books and records of FICS have been, and are being, maintained in all material respects proper in accordance with US GAAP and adequate internal any other applicable legal and accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the requirements. The statutory financial statements of FICS and those of its books and records prepared to conform with the Company 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 maintain accountability for financial statements and books and records prepared by FICS to conform with the Company’s assets; (iii) prevention or timely detection requirements of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basisBelgian law.
Appears in 1 contract
Samples: Share Purchase Agreement (Security First Technologies Corp)
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a3.6(a) of the Company Disclosure Schedules are true and complete copies of: Letter contains the following financial statements (collectively, the “Financial Statements”): (i) the audited balance sheets consolidated “Balance Sheet” of the Company as of December 31, 2010 2004 and December 31, 2011, 2003; and (ii) the related audited consolidated statements of incomeoperations, membersstockholders’ deficit equity and cash flows for each of the fiscal three years then endedended December 31, 2004, 2003 and 2002 (including the notes thereto) (“Annual Financial Statements”), together with the notes thereto and the audit report thereon Report of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountantsIndependent Accountants thereon; and (ii) the unaudited consolidated balance sheet of the Company (the “Interim Balance Sheet”) as of August March 31, 2012 (the “Interim Balance Sheet Date”), 2005 and the related unaudited consolidated statements of incomeoperations, changes in shareholdersstockholders’ equity and cash flows for the eight three months ended March 31, 2005.
(8) months then ended (collectivelyb) The Financial Statements fairly present, in all material respects, the “Financial Statements”). All consolidated financial condition and the consolidated results of operations, changes in stockholders’ equity and cash flow of the Company and its Subsidiaries as at the respective dates of and for the periods referred to in such Financial Statements, including the notes thereto, have been and were prepared in accordance with GAAP and fairly and accurately present accounting principles generally accepted in the financial condition and results of operations of United States (“GAAP”) applied on a consistent basis during the Company as of the respective dates thereofperiods presented, exceptsubject, in the case of the Interim Balance Sheetunaudited financial statements, for the absence of notes and to normal recurring year-end adjustments (none the effect of which would be materialwill not, individually or in the aggregate).
(b, be material in amount or effect) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate)notes.
(c) The Financial Statements were compiled from and are in accordance with the books and records of the Company maintains and its Subsidiaries. The books and records (including the books of account, minute books, stock record books and other records) of the Company and its Subsidiaries, all of which have been made available to Buyer, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects proper all of the transactions and adequate internal accounting controls designed to assure that actions therein described. At the Closing, all of those books and records shall be in the possession of the Company or its Subsidiaries.
(d) Except as set forth in Section 3.6(d) of the Company Disclosure Letter, neither the Company nor any Subsidiary of the Company has any Liabilities other than those (i) transactions that are executed with management’s authorization; taken into account in the determination of the Cash Purchase Price, (ii) transactions that are recorded as necessary reflected in, reserved against or otherwise described in the Financial Statements or that arose after March 31, 2005 in the Ordinary Course of Business and that will be reflected or reserved against in the Preliminary Closing Balance Sheet, (iii) performance obligations under executory contracts or (iv) that individually, or in the aggregate, are not material to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisitionits Subsidiaries, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on taken as a current and timely basiswhole.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached Schedule 3.5(a) hereto as Section 4.06(a) of the Disclosure Schedules are contains true and complete copies of: of (i) the audited balance sheets of the Company as of December 31, 2010 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) ATI as of August 31September 28, 2012 (the “Interim Balance Sheet Date”)1996, and the related statements of incomeearnings and retained earnings for the fiscal years ended October 1, changes in shareholders’ equity 1994, September 30,1995 and September 28, 1996 and a statement of cash flows for the eight fiscal year ended September 28, 1996 (8) months then ended (collectively, the “"Unaudited Financial Statements”"). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results The unaudited balance sheet of operations of the Company ATI as of September 28, 1996 is hereinafter referred to as the respective dates thereof, except, in the case of the Interim "9/28/96 Balance Sheet, for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate)".
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet DateThe Unaudited Financial Statements present fairly, and the related statements of incomein each case, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the financial condition of ATI as of the dates indicated therein and the results of operations and changes in financial position of Pardot Europe as of the Interim Balance Sheet Date, except ATI for the absence of notes and normal periods specified therein (subject to year-end audit adjustments (none that will consist only of which would be materialnormal recurring adjustments) and were prepared on a consistent basis during the periods covered thereby. The Unaudited Financial Statements reflect only actual, individually or bona fide transactions consistent with the accounting records of ATI. The Unaudited Financial Statements are true and correct in the aggregate)all material respects.
(c) The Company maintains ATI Audited Financial Statements (as defined in Section 5.1 (g) hereto), when delivered pursuant to Section 5.1 (g), will present fairly the financial condition of ATI as of the dates indicated therein and the results of operations and changes in financial position of ATI for the periods specified therein, and the ATI Audited Financial Statements will have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods covered thereby. The ATI Audited Financial Statements will be true and correct in all material respects proper respects.
(d) The minute books of ATI, all of which have been previously made available to Buyer and adequate internal accounting controls designed to assure that its representatives, contain materially accurate records of all meetings of or written consents by the shareholders and Board of Directors (iand all committees thereof) transactions are executed with management’s authorization; (ii) transactions are recorded of ATI. Except as necessary to prepare the financial statements set forth in Schedule 3.5(b), ATI does not have any of the Company and to maintain accountability for the Company’s assets; (iii) prevention its records, systems, controls, data or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and proper therefrom) are not under the exclusive ownership and adequate procedures are implemented to effect the collection thereof on a current and timely basisdirect control of ATI.
Appears in 1 contract
Samples: Stock Purchase Agreement (Brunswick Technologies Inc)
Financial Statements; Books and Records. (a) Attached hereto as at Section 4.06(a) 3.6 of the Herkimer Disclosure Schedules Schedule are true true, correct and complete copies of: of (i) the audited consolidated balance sheets of the Company Herkimer and its Subsidiaries as of December 31, 2010 31 for the fiscal years 2001 and December 31, 2011, 2000 and the related consolidated statements of income, members’ deficit changes in stockholders' equity and cash flows for the fiscal years then ended2000 and 2001, together with the notes thereto and inclusive, in each case accompanied by the audit report thereon of Xxxxxx Xxxxxxxx XxxxxxxxKPMG LLP, P.C.independent public accountants with respect to Herkimer, certified public accountants; and (ii) the unaudited balance sheet interim financial statements of the Company (the “Interim Balance Sheet”) Herkimer as of August and for the periods ended March 31, 2012 2002 and June 30, 2002 and (iii) the “Interim Balance Sheet Date”)call reports of Herkimer Bank as of December 31, 2001 and as of March 31, 2002 and June 30, 2002. The financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the related financial statements of income, changes referred to in shareholders’ equity and cash flows for the eight Section 6.6 hereof will fairly present (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, exceptsubject, in the case of the Interim Balance Sheetunaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial condition of Herkimer and its Subsidiaries for the absence respective fiscal periods or as of notes the respective dates therein set forth; each of such statements (including the related notes, where applicable) has been, and normal year-end adjustments the financial statements referred to in Section 6.6 hereof will be, prepared in accordance with generally accepted accounting principles consistently applied during the periods involved (none of which would be material"GAAP"), individually except in each case as indicated in such statements or in the aggregate).
(b) Attached hereto as Section 4.06(a) notes thereto. The books and records of the Disclosure Schedules is a true Herkimer and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet DateHerkimer Bank have been, and the related statements of incomeare being, changes maintained in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared all material respects in accordance with GAAP and fairly any other applicable legal and accurately present the financial condition and results of operations of Pardot Europe as accounting requirements. Also attached at Section 3.6 of the Interim Balance Sheet DateHerkimer Disclosure Schedule is a list of all assets held by Herkimer on an unconsolidated basis, except for other than the absence stock of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate)Herkimer Bank.
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis.
Appears in 1 contract
Samples: Merger Agreement (Partners Trust Financial Group Inc)
Financial Statements; Books and Records. (a) Attached hereto 5.3.1 Included as Section 4.06(a) Schedule 5.3.1 of the Disclosure Schedules Schedule are true and complete copies of: of the financial statements of Seller consisting of (i) an unaudited balance sheet as of July 31, 1997 (the "RECENT BALANCE SHEET"), and the related unaudited statements of income and cash flow for the seven (7) month period preceding July 31, 1997, (ii) the audited balance sheets sheet of the Company Seller as of December 31, 2010 and December 31, 2011, 1996 and the related statements of income, members’ deficit income and cash flows flow for the fiscal years then endedyear ended December 31, 1996 (including the notes contained therein or annexed thereto), together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx XxxxxxxxArthxx Xxxexxxx, P.C., xxdependent certified public accountants; , and (iiiii) the unaudited balance sheet sheets as at December 31 in each of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”)years 1993 through 1995, and the related unaudited statements of income, changes in shareholders’ equity income and cash flows flow for each of the eight (8) months fiscal years then ended (collectively, the “Financial Statements”"FINANCIAL STATEMENTS"). All Except as noted in Schedule 5.3.1, the Financial Statements, Statements (including the all notes and schedules contained therein or annexed thereto, ) have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations of the Company as of the respective dates thereof, generally accepted accounting principles applied on a consistent basis (except, in the case of the Interim Balance Sheetwith respect to unaudited financial statements, for the absence of notes footnotes and subject to normal year-end audit adjustments (none of which would be material, individually or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of applicable to the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Datefinancial statements), and the related statements of incomefairly present, changes in shareholders’ equity and cash flows for the eight (8) months then ended (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present the generally accepted accounting principles (except, with respect to unaudited financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Datestatements, except for the absence of notes footnotes and subject to normal year-end audit adjustments (none applicable to the unaudited financial statements), the assets, liabilities and financial position, the results of which would be material, individually or in operations and the aggregate)cash flows of Seller as of the dates and for the periods indicated.
(c) The Company 5.3.2 All of the books of account and other financial records of Seller have been made available to Buyer and its counsel and are complete and correct.
5.3.3 Seller maintains in all material respects proper and adequate a system of internal accounting controls designed sufficient to assure provide reasonable assurances that (i) transactions are executed in accordance with management’s authorization; 's general or specific authorizations, (ii) transactions are recorded as necessary to prepare the permit preparation of financial statements of the Company in conformity with generally accepted accounting principles and to maintain accountability for the Company’s assets; , (iii) prevention access to assets is permitted only in accordance with management's general or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; specific authorization and (iv) the reporting of the Company’s recorded accountability for assets is compared with existing assets at regular intervals; reasonable intervals and (v) accounts, notes and other receivables and inventory are recorded, and proper and adequate procedures are implemented appropriate action is taken with respect to effect the collection thereof on a current and timely basisany differences.
Appears in 1 contract
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of The Seller has provided to the Disclosure Schedules are true and complete copies of: Company (i) the audited consolidated balance sheets of the Company Seller and its Subsidiaries as of December 31, 2010 2020 and December 31, 2011, 2021 and the related audited consolidated statements of incomeoperations, memberscomprehensive income (loss), stockholders’ deficit equity and cash flows for the fiscal years then endedended December 31, 2020 and December 31, 2021, together with the notes thereto to such statements and the audit report thereon opinion of Xxxxxx Xxxxxxxx XxxxxxxxXxxx Xxxx Xxxxx & Associates, P.C.Chartered Accountants (“Seller Audited Financials”), certified public accountants; and (ii) the unaudited balance sheet of the Company Seller and the related unaudited statement of operations for the three months ended March 31, 2022, (the “Seller Interim Balance SheetFinancials”) as of August 31, 2012 (the “Interim Balance Sheet Date”), Seller Audited Financials and the related statements of incomeSeller Interim Financials, changes in shareholders’ equity and cash flows for the eight (8) months then ended (collectively, the “Financial StatementsSeller Financials”). All Financial Statements.
(b) The Seller Financials (including any related notes and schedules thereto) are true and accurate and (i) present fairly, including in all material respects, the notes theretoconsolidated financial position, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations operations, income (loss), stockholder’s equity, and cash flows of the Company Seller and its Subsidiaries as of the respective dates thereof, and for the periods indicated in such Seller Financials (except, in the case of the Seller Interim Balance SheetFinancials, for the absence of notes footnotes and other presentation items and normal year-end adjustments that will not be material in amount and effect), and (none ii) in each case were prepared in accordance with generally accepted accounting principles in accordance with Malaysian Financial Reporting Standards and International Financial Reporting Standards (the “Seller Accounting Principles”), consistently applied during the periods involved, and were derived from, and accurately reflect in all material respects, the books and records of which would be material, individually or the Seller and its Subsidiaries and (iii) to the extent required for inclusion in the aggregate)filings with the SEC and the Registration Statement, comply, in all material respects with the Securities Act, Regulation S-X and the published general rules and regulations of the SEC.
(bc) Attached hereto Any additional financial statements as Section 4.06(amay be required to be delivered pursuant to the terms of this Agreement will, when delivered, (i) accurately reflect the Seller’s books and records as of the Disclosure Schedules is times and for the periods referred to therein, and (ii) be prepared in accordance with the Seller Accounting Principles, or US GAAP to the extent required to be included in the Registration Statement, methodologies applied on a true consistent basis throughout the periods involved (except as may be indicated in the notes thereto and complete copy except for the absence of footnotes and audit adjustments in the case of unaudited financial statements), (iii) fairly present in all material respects the consolidated financial position of the unaudited balance sheet of Pardot Europe Seller as of Interim Balance Sheet Date, the respective dates thereof and the related statements consolidated results of income, changes in shareholders’ equity the Seller’s operations and cash flows for the eight periods indicated, and (8) months then ended (iv) to the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared extent required for inclusion in accordance the filings with GAAP the SEC and fairly and accurately present to the financial condition and results of operations of Pardot Europe Registration Statement, will comply as of the Interim Balance Sheet Date, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains Closing Date in all material respects proper with the Securities Act, Regulation S-X and adequate the published general rules and regulations of the SEC.
(d) The Seller and each of its Subsidiaries maintains a system of internal accounting controls designed that are sufficient to assure that provide reasonable assurance that: (ia) transactions are executed in accordance with management’s authorizationgeneral or specific authorizations; (iib) transactions are recorded as necessary to prepare the permit preparation of financial statements of in conformity with the Company Seller Accounting Principles and to maintain asset accountability; (c) access to property is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with the existing assets at regular intervals; reasonable intervals and appropriate action is taken with respect to any differences.
(ve) accountsAll of the financial books and records of the Seller and its Subsidiaries are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.
(f) Since the Seller Interim Financials, notes neither the Seller nor any of its Subsidiaries (including any director, officer or employee thereof) nor the Seller’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Seller, or (ii) any fraud, whether or not material, that involves the Seller’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Seller, nor has any written complaint, allegation, assertion or claim regarding any of the foregoing or that the Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices been received by the Seller or any of its Subsidiaries.
(g) Neither the Seller nor any of its Subsidiaries has ever been subject to the reporting requirements of Sections 13(a) and other receivables and inventory are recorded, and proper and adequate procedures are implemented to effect 15(d) of the collection thereof on a current and timely basisExchange Act.
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Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true Seller has previously delivered to Purchaser true, correct and complete copies of: of (i) the audited balance sheets annual statutory financial statements of each of the Ceding Company and AHLIC, together with the report of each such company’s independent auditors thereon, as of and for the years ended December 31, 2010 2015 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; 2016 and (ii) the unaudited balance sheet statutory financial statements of each of the Ceding Company (the “Interim Balance Sheet”) and AHLIC as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements of income, changes in shareholders’ equity and cash flows for the eight (8) months then quarter ended June 30, 2017 (collectively, the “Financial Statutory Statements”), in each case, as filed with the Insurance Regulator of such entity’s jurisdiction of domicile. All Financial Statements, including the notes thereto, have been The Statutory Statements were prepared in accordance with GAAP and applicable SAP consistently applied throughout all such periods and, except as set forth in Section 3.18(a) of the Seller Disclosure Schedule, fairly and accurately present in all material respects the financial condition position, admitted assets, liabilities, capital, and surplus of the Ceding Company and AHLIC (as applicable) at December 31, 2015, December 31, 2016 and June 30, 2017, and the results of operations operations, changes in surplus, and cash flows of the Ceding Company and AHLIC (as of applicable) for the respective dates thereofperiods covered thereby, exceptsubject, in the case of the Interim Balance Sheetquarterly Statutory Statements as of and for the quarter ended June 30, for 2017, to normal yearend adjustments and the absence of notes full footnote disclosures and normal year-end adjustments (none other presentation items. Section 3.18(a) of which would be material, individually or the Seller Disclosure Schedule sets forth a complete list of all permitted practices used by each such company in the aggregate)preparation of the Statutory Statements.
(b) Attached hereto The reserves, including incurred but not reported (IBNR), for payment of benefits, losses, claims, expenses, and other similar purposes (including claims litigation) with respect to the Group Contracts reflected in the Statutory Statements, the Reference Closing Statement, and the Pro Forma Financial Statements, as of their respective dates: (a) were computed in all material respects in accordance with generally accepted actuarial standards, consistently applied and 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 Law; and (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 4.06(a3.18(b) shall not be deemed to be a representation or warranty of Seller that the reserves of the Disclosure Schedules is 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.
(c) Seller has previously delivered to Purchaser a true true, correct and complete copy of the unaudited pro forma balance sheet sheets of Pardot Europe the Business as of Interim Balance Sheet DateDecember 31, 2015 and the related statements December 31, 2016 and an unaudited pro forma statement of income, changes in shareholders’ equity profits and cash flows losses for the eight annual period ended December 31, 2016 (8) months then ended (the “Pardot Europe Interim Balance SheetPro Forma Financial Statements”). The Pardot Europe Interim Balance Sheet has been Pro Forma Financial Statements were prepared in good faith from the Books and Records using methodologies, estimates and adjustments to give effect to assumptions that provide a reasonable basis for presenting the financial position, direct profits and direct losses of the Business in accordance with GAAP, applied consistently with the historical practices of Seller, as of December 31, 2015 and December 31, 2016.
(d) The Reference Closing Statement was prepared in accordance with GAAP the Transaction Accounting Principles and fairly and accurately present the financial condition and results of operations of Pardot Europe as of the Interim Balance Sheet Datepresents, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains in all material respects proper in accordance with the Transaction Accounting Principles, the assets and adequate internal accounting controls designed to assure that liabilities of the Business as of the Reference Date.
(e) The Books and Records (i) transactions are executed have been maintained in all material respects in accordance with management’s authorization; Applicable Law and (ii) transactions are recorded as necessary in material compliance with any and all record keeping maintenance requirements in applicable Group Contracts. No Board Materials relating to prepare the Business exist except those certain Board Materials identified and made available by Seller for inspection and review by Purchaser prior to the date hereof.
(f) Seller and the Ceding Company maintain a system of internal control over financial reporting sufficient to provide reasonable assurance regarding the reliability of the financial statements of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared Ceding Company with existing assets at regular intervals; respect to the Business and (v) accountsthe preparation of financial statements for external purposes in accordance with GAAP, notes and other receivables and inventory applied consistently with the historical practices of Seller, or SAP, as applicable. There are recorded, and proper and adequate procedures are implemented no material weaknesses or significant deficiencies in the internal controls over financial reporting of Seller or the Ceding Company with respect to effect the collection thereof on a current and timely basisBusiness.
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Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(aSchedule 3.07(a) of the Disclosure Schedules are true sets forth true, correct and complete copies of: (i) the audited consolidated balance sheets of the Operating Company as of December 31, 2010 2011 and December 31, 2011, and the related statements of income, members’ deficit and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of August 31, 2012 (the “Interim Balance Sheet Date”), and the related statements of income, changes in shareholdersstockholders’ equity and cash flows flow for the eight fiscal years ended on such dates (8) months then ended (collectively, the “Audited Financial Statements”). All Financial Statements, including and (ii) the notes thereto, have been prepared in accordance with GAAP and fairly and accurately present the financial condition and results of operations unaudited consolidated balance sheet of the Operating Company as of March 31, 2013 (the respective dates thereof, except, in the case of the Interim Balance Sheet, for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim “Reference Balance Sheet Date, ”) and the related statements of income, changes in shareholdersstockholders’ equity and cash flows flow for the eight (8) months then three-month period ended on such date (the “Pardot Europe Interim Balance SheetUnaudited Financial Statements” and, collectively with the Audited Financial Statements, the “Financial Statements”). The Pardot Europe Interim Balance Sheet has been Financial Statements (x) present fairly the financial condition, assets and liabilities of the Operating Company and the results of operations and changes in financial condition of the Operating Company as of the respective dates thereof and for the periods covered thereby in all material respects and (y) were prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, subject, in the case of Unaudited Financial Statements which are prepared in accordance with past practice (in which GAAP and fairly and accurately present was materially applied in connection with such calculation but which might not be presented in accordance with GAAP), to the financial condition and results exclusion of operations of Pardot Europe as of the Interim Balance Sheet Datefootnotes, except for the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate)and other presentation items.
(cb) The Company maintains Except as set forth on Schedule 3.07(b), on the Closing Date, VMG Blocker Corp. will have no liabilities other than fees and expenses of advisors and Income Tax liabilities in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements respect of the Company and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recordedits ownership interest in VMG Splitter LP, and proper and adequate procedures are implemented to effect its direct ownership interest in the collection thereof on a current and timely basisOperating Company.
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Samples: Stock Purchase Agreement and Agreement and Plan of Merger (B&G Foods, Inc.)
Financial Statements; Books and Records. (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies of: (i) the audited balance sheets of the Company as of December 31, 2010 and December 31, 2011, and the related The reviewed financial statements of income, members’ deficit Sakura at and cash flows for the fiscal years then endedended October 31, together with the notes thereto 1997, 1998 and the audit report thereon of Xxxxxx Xxxxxxxx Xxxxxxxx, P.C., certified public accountants1999; and (ii) the unaudited balance sheet of Sakura at and for the Company three-month period ended January 31, 2000 (the “Interim "Seller Balance Sheet”"); and (iii) as the unaudited combined Sakura Pro Forma Statement of August Income for the Year Ended October 31, 2012 1999 (the “Interim Balance Sheet Date”"Pro Forma Income Statement"), (a) have been provided to the Buyer by the Seller, (b) comply as to form in all material respects with the applicable accounting requirements and the related statements of income, changes in shareholders’ equity published rules and cash flows for the eight (8) months then ended (collectively, the “Financial Statements”). All Financial Statements, including the notes regulations with respect thereto, have been (c) were prepared in accordance with the books of account and other financial records of (I) the Seller and (II) GAAP and consistently applied (with respect to unaudited financial statements subject to normal year-end adjustments, consisting of normal recurring accruals), (d) fairly and accurately present the financial condition and results of operations position of the Company as of the respective dates thereof, exceptSeller (which, in the case of the Interim Balance SheetPro Forma Income Statement, for is on a combined basis) as at the absence of notes and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(b) Attached hereto as Section 4.06(a) of the Disclosure Schedules is a true and complete copy of the unaudited balance sheet of Pardot Europe as of Interim Balance Sheet Date, respective dates thereof and the related statements results of income, changes in shareholders’ equity its operations and cash flows for the eight respective periods then ended, and (8) months then ended e) include all adjustments (the “Pardot Europe Interim Balance Sheet”). The Pardot Europe Interim Balance Sheet has been prepared in accordance with GAAP and fairly and accurately present consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Seller and the results of operations of Pardot Europe the Seller as of the Interim Balance Sheet Date, except respective dates thereof and for the absence of notes respective periods covered thereby. The accounting books and normal year-end adjustments (none of which would be material, individually or in the aggregate).
(c) The Company maintains in all material respects proper and adequate internal accounting controls designed to assure that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to prepare the financial statements records of the Company Seller reflect all items of income and to maintain accountability for the Company’s assets; (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company; (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recordedexpense, and proper all of its assets and adequate procedures are implemented liabilities, required to effect be reflected in accordance with GAAP. All such books and records have been made available to the collection thereof on a current and timely basisBuyer.
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