Financial Statements; Books of Account. (a) Seller has delivered to Buyer prior to the date hereof:
(i) true, complete and correct copies of audited balance sheets of Seller as of December 31, 2006, December 31, 2005 and December 31, 2004, and the related statements of income and cash flows for the time periods then ended (collectively, the “Year-End Financials”);
(ii) true, complete and correct copies of the unaudited balance sheet of Seller (the “Interim Balance Sheet”) as of June 23, 2007 and the related statements of income for the six-month period then ended (the “Interim Financial Statements,” and together with the Year-End Financials, the “Seller Financial Statements”);
(iii) true, complete and correct copy of the balance sheet of the Business (the “Reference Balance Sheet”) as of June 23, 2007 (the “Reference Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iii); and
(iv) true, complete and correct copy of the balance sheet of the Business (the “Current Balance Sheet”) as of September 22, 2007 (the “Current Balance Sheet Date”), a copy of which is attached hereto as Exhibit 4.6(a)(iv).
(b) The Seller Financial Statements were prepared in accordance with GAAP (except, in the case of the Interim Financial Statements, for the absence of footnotes and certain period-end accruals, which are not in the aggregate material) and, subject to any qualifications set forth in the applicable notes and schedules, fairly present in all material respects the results of operations and financial condition of Seller, and the Purchased Assets and the Assumed Liabilities as of the dates indicated and for the periods covered.
(c) The Reference Balance Sheet (i) was prepared in accordance with GAAP, except for the absence of footnotes and certain period-end accruals, which are not in the aggregate material), (ii) fairly presents in all material respects the Purchased Assets and the Assumed Liabilities as of the Reference Balance Sheet Date, and (iii) includes all Liabilities having a maturity date of less than twelve (12) months that would have been Assumed Liabilities after giving effect to the Transactions had the Closing occurred on the date of such Reference Balance Sheet. Except as described in Schedule 4.6, all Assumed Liabilities of the Business at the Reference Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Reference Balance Sheet.
(d) The Current Balance Sheet (i) was prepared in accordance with GAAP, except for t...
Financial Statements; Books of Account. (a) The Sellers have made available to Purchaser prior to the date hereof correct and complete copies of (i) the Company’s consolidated audited financial statements (including balance sheet, income statement and statement of cash flows) for the fiscal year ended December 31, 2017, and unaudited financial statements (including balance sheet, income statement and statement of cash flows) for the fiscal years ended December 31, 2016 and December 31, 2015 and (ii) the reviewed balance sheets of the Company as of June 30, 2017 and June 30, 2018, and the related reviewed income statement and statement of cash flows for the respective six (6)-month periods then ended (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, except that the unaudited Financial Statements may not contain all footnotes required by GAAP. The Financial Statements are consistent with the books and records of the Company, and fairly present in all material respects the financial condition and results of operations of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments which are not material. The consolidated balance sheet of the Company as of June 30, 2018 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.”
(b) No financial statements of any Person other than the Company are required by GAAP to be included in the financial statements of the Company. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its respective managers or executive officers (or equivalent thereof). The Company is not a party to any off-balance sheet arrangements that could have a current or future Material Adverse Effect upon the Company’s consolidated financial condition or results of operations.
(c) Except as described on Schedule 5.7(c), the books of account of the Company fairly reflect in all material respects, in accordance with GAAP, (i) all transactions relating to the Company and (ii) all items of income and expense, assets and Liabilities and accruals relating to the Company. The Company has never engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the norm...
Financial Statements; Books of Account. Attached as Schedule 5.4 are (i) true and complete copies of the unaudited financial statements of each Project and the unaudited financial statements of CHI Maine, for the periods ending as of June 30, 1993, 1994 and 1995, (ii) the unaudited financial statements for each of the Projects and CHI Maine for the nine month period ended March 31, 1996 and (iii) the Summary and Financial Analysis dated March 18, 1996 and the kilowatt hour production by Project for the past five fiscal years ending June 30, 1995 and for the nine month period ending March 31, 1996 (collectively, the "Financial Statements"). The items described in (i) and (ii) above have been prepared in accordance with GAAP and present fairly the financial position and results of operations of each of the Projects and CHI Maine at the dates and for the period indicated therein, subject, with respect to interim periods, to normal year end adjustments. The items described in (iii) above are accurate summaries of the operations of the Projects as recorded on the books and records of CHI Maine with respect to the items described therein. Neither CHI Maine nor any Project has engaged in any transaction, maintained any bank accounts or obtained or used any funds which have not been reflected in the Financial Statements.
Financial Statements; Books of Account. SCHEDULE 4.7 contains the correct and complete copies of the balance sheet of the Company as of December 31, 2004 and statement of income for the year then ended (the "Annual Financials") and (b) the balance sheet of the Company as of July 31, 2005 and statement of income of the Company for the seven month period then ended (the "Interim Financials"). The Annual Financials and the Interim Financials were prepared in accordance with GAAP and, subject to any qualifications set forth in SCHEDULE 4.7, present fairly, in all material respects, the financial position of the Company as of the dates indicated therein, and the results of its operations for each of the periods indicated therein, in conformity with GAAP, except that Annual Financials and the Interim Financials do not include footnotes and the Interim Financials remain subject to normal year-end adjustments. The balance sheet as of July 31, 2005 is herein referred to as the "Balance Sheet," and July 31, 2005 is herein referred to as the "Balance Sheet Date." The books of account of the Company fairly reflect in all material respects (a) all transactions relating to the Company and (b) all items of income and expense, Assets and Liabilities and accruals relating to the Company. The Company has not engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Company.
Financial Statements; Books of Account. 12 5.10 Absence of Certain Changes. . . . . . . . . . . . . 12 5.11
Financial Statements; Books of Account. Attached as Schedule 5.9 are the audited financial statements of the Partnership for the period ending as of December 31, 1996 (collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis, and present fairly the financial position and results of operations of Brea and the Partnership at the dates and for the periods indicated therein. Brea's only activities have been to serve as the general partner of the Partnership and it has no assets (other than the general partnership interest in the Partnership), revenues or liabilities except for the contingent liabilities for the liabilities of the Partnership shown in the Financial Statements.
Financial Statements; Books of Account. (a) Accounts Receivable
Financial Statements; Books of Account. RECORDS. Attached hereto as Schedule 2.6 are true and complete copies of the Company's unaudited balance sheets, income statements and statements of cash flow for the fiscal years ended December 31, 1995 and 1996 and unaudited statements for the three-month period ended March 31, 1997 and any financial statements available after such date (together with the related notes, such year-end and interim financial statements are referred to in this Agreement as the "Financial Statements"). The Financial Statements have been prepared on a "tax basis" method applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company as of the respective dates thereof and the results of operations of the Company for the periods indicated. The general ledgers, books of account and other records of the Company are complete and correct, have been maintained in accordance with good business practices and the matters contained therein are appropriately and accurately reflected in the Financial Statements.
Financial Statements; Books of Account. 4.8.1 Company has previously delivered to SCT true and correct copies of all of the Financial Statements and the Interim Financial Statements. The Financial Statements have been prepared in accordance with the applicable books and records of Company and have been prepared in conformity with GAAP, consistently applied during the related periods (except as expressly noted in the notes thereto) and fairly present in all material respects the financial condition, results of operations and the cash flows of Company at the date and for the periods covered. The Financial Statements have been audited and certified by Ernst & Young LLP, independent certified public accountants. Except for (i) changes resulting from normal year-end audit adjustments which will not individually or in aggregate have a Material Adverse Effect and (ii) the absence of notes, the Interim Financial Statements have been prepared in accordance with the applicable books and records of Company and have been prepared in conformity with GAAP, consistently applied during the related periods. All Liabilities of Company as of August 31, 2002 required to be reflected or reserved for by GAAP are reflected or reserved for in the Interim Financial Statements. The Interim Financial Statements fairly present in all material respects the financial condition, results of operations and the cash flows of Company at the date and for the period set forth therein.
4.8.2 Company has not maintained any bank account or used any corporate funds except for bank accounts and funds which have been and are reflected in the normally maintained books and records of Company.
Financial Statements; Books of Account. (a) Section 4.8(a) of the Seller Disclosure Letter contains correct and complete copies of compiled balance sheets of the Company as of December 30, 2007, December 28, 2008 and December 27, 2009 and as of March 31, 2010 (the “Balance Sheet Date”) and compiled statements of income and retained earnings, stockholders’ equity and cash flow for the 12-month and three-month periods then ended (the “Financial Statements”), and no changes to the Financial Statements have been made since that date. Except as described in Section 4.8(a) of the Seller Disclosure Letter, the Financial Statements are true, complete and correct in all material respects, have been prepared in accordance with GAAP and, subject to any qualifications set forth in the applicable notes and schedules, fairly present in all material respects the financial position and results of operations of the Company at the dates and for the periods covered. Except as described in Section 4.8(a) of the Seller Disclosure Letter, all Liabilities of the Company at the Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the balance sheet of the Company as of the Balance Sheet Date (the “Balance Sheet”).
(b) Except as described in Section 4.8(b) of the Seller Disclosure Letter, the Company makes and keeps books, records and accounts that, in reasonable detail, accurately and fairly reflect, in accordance with GAAP: (i) all transactions relating to the Company; and (ii) all items of income and expense, Assets and Liabilities and accruals relating to the Company. The Company has not engaged in any material transaction, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books, records and accounts of the Company.
