Financial Statements; Books of Account Sample Clauses
Financial Statements; Books of Account. (a) The Seller has delivered to Purchaser prior to the date hereof correct and complete copies of (i) the audited financial statements (including balance sheet, statements of operations and member’s equity and statement of cash flows) of PharmaStar and PersonifilRx for the fiscal years ended December 31, 2019 and 2018, (ii) the unaudited balance sheets of PharmaStar and PersonifilRx as of August 31, 2020 and the related unaudited income statements for the respective eight (8)-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 its Subsidiaries, and fairly present in all material respects the financial condition and results of operations of the Company and its Subsidiaries 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 balance sheets of PharmaStar and PersonifilRx as of August 31, 2020 are 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. Neither the Company nor any its Subsidiaries has 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 directors, managers or executive officers (or equivalent thereof). Neither the Company nor any of its Subsidiaries is 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 5.8(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 normally maintained books and records of the C...
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. 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. 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. The Company has delivered to DBT prior to the date hereof (a) the audited consolidated financial statements of the Company as of and for the year ended December 31, 1997 and all notes related thereto (the "1997 Financial Statements") reported on without qualification by Corbxx & Xertx, xxdependent certified public accountants, and (b) the audited consolidated financial statements of the Company as of and for the year ended December 31, 1998 and all notes related thereto (the "1998 Financial Statements") reported on without qualification by Corbxx & Xertx, xxdependent certified public accountants. The 1997 Financial Statements and the 1998 Financial Statements (including without limitation all notes, comments, schedules and supplemental data contained in or annexed to such statements), all of which are attached hereto as Schedule 2.6, are accurate, complete and in accordance with the books and records of the Company and its Subsidiaries and present fairly in all material respects the consolidated financial position and assets and liabilities of the Company and its Subsidiaries as of their respective dates and the results of their consolidated operations for the periods then ended, in conformity with generally accepted accounting principles applied on a consistent basis. The books of account of the Company and its Subsidiaries reflect all of their items of income and expense, and all of their assets and liabilities, required to be reflected therein in accordance with generally accepted accounting principles.
Financial Statements; Books of Account. 1. Seller has made available to Buyer prior to the date hereof correct and complete copies of: (i) the unaudited balance sheets of the Business as of December 31, 2021 and December 31, 2020, and the unaudited consolidated statements of operations of the Business for the fiscal years then ended (the “Annual Financial Statements”) and (ii) the unaudited balance sheet of the Business as of September 30, 2022, and the unaudited income statement of the Business for the nine (9)-month period then ended (the “Interim Financial Statements”). The Annual Financial Statements and the Interim Financial Statements are referred to collectively as the “Financial Statements”.
2. Except as set forth in Schedule 6(k): (a) the Annual Financial Statements have been prepared in accordance with GAAP (subject to the absence of notes); (b) the Interim Financial Statements have been prepared in accordance with GAAP, subject to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes; and (c) the Annual Financial Statements and Interim Financial Statements are based on the books and records of the Business and present fairly in all material respects the financial condition and results of operation of the Business at the dates and for the relevant periods indicated and otherwise comply with the requirements of the Corporations Xxx 0000 (Cth). The unaudited balance sheets of the Business included in the Interim Financial Statements shall be referred to herein as the “Most Recent Balance Sheets,” and the date thereof shall be referred to herein as the “Most Recent Balance Sheet Date.”
Financial Statements; Books of Account. 4.8.1. ABT has delivered the following to SCT prior to the date hereof:
(a) the balance sheet of ABT as of December 31, 1999 and December 31, 2000 and the related statements of income for the 12-month periods then ended which have been reviewed by Smart and Associates, certified public accountants (the "Reviewed Financial Statements"); and
(b) the balance sheet of ABT as of December 31, 2001 (the "Balance Sheet Date" and the "Current Balance Sheet") and the related statement of income for the 12-month period then ended (collectively, the "Internal Financial Statements") (the Internal Financial Statements and the Reviewed Financial Statements collectively referred to as the "Financial Statements");
4.8.2. The Financial Statements were prepared in accordance with GAAP (except for the absence of footnotes) on an accrual basis and fairly present the financial position and results of operations of ABT at the dates and for the periods covered. All Liabilities of ABT at the Balance Sheet Date required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Current Balance Sheet.
4.8.3. The books of account of ABT fairly reflect, in accordance with GAAP, (a) all transactions relating to ABT and (b) all items of income and expense, assets and liabilities and accruals relating to ABT. ABT has not engaged in any 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 ABT.
Financial Statements; Books of Account. An unaudited balance sheet of Threewide as of July 31, 2010 and the related statements of income and cash flows for the seven month period then ended and a scheduling of the liabilities, receivables, and fixed assets included thereon (collectively the “Threewide Financials”) are included on Schedule 3.5 hereto. The Threewide Financials have been prepared in accordance with GAAP (except for the omission of certain footnotes) applied on a consistent basis throughout the periods involved. Except as set forth on Schedule 3.5 hereto, the books of account of Threewide reflect actual transactions as of the dates shown thereon and provide a true and correct representation of substantially all items of income and expenses, and substantially all assets, liabilities and accruals of Threewide. The Threewide Financials fairly present in all material respects the financial position, results of operations, and cash flows of Threewide covered thereunder as of the date thereof and for the periods covered thereby.
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.