Financial Statements; Changes. (a) Purchaser has heretofore been furnished with the following information with respect to the Seller Business:
(i) true and complete copies of unaudited statements of income for the year ended December 31, 2000 (the "HISTORICAL FINANCIAL STATEMENT"), such income statement being included in SCHEDULE 7.14(a)(i); and
(ii) true and complete copies of the unaudited balance sheet at July 31, 2001 (the "BALANCE SHEET") and the related unaudited statement of income for the seven-month period then ended (such statement, together with the Balance Sheet, the "CURRENT FINANCIAL STATEMENTS"), such balance sheet and income statement being included in SCHEDULE 7.14(a)(ii).
(b) Each of the Historical and Current Financial Statements delivered under Section 7.14(a) above was prepared in accordance with GAAP applied on a basis consistent with prior periods and past practices except as otherwise stated therein and with respect to the Current Financial Statements, subject to normal recurring year-end adjustments and except in each case for the omission of certain footnotes and other presentation items required by GAAP with respect to audited financial statements; the balance sheets included in such Current Financial Statements fairly present the financial condition of the Sellers with respect to the Cellular System, as of the close of business on the date thereof and, except for the Excluded Assets, do not include any assets that are not intended to constitute part of the Purchased Assets after giving effect to the transactions contemplated hereby; and each of the statements of income included in such Historical and Current Financial Statements fairly presents the results of operations of Sellers with respect to the Cellular System for the fiscal period then ended.
(c) Except as set forth on SCHEDULE 7.14(c) attached hereto, with respect to the Purchased Assets, since July 31, 2001, neither Seller has:
(i) sold, assigned, or transferred any of the material, assets, properties or rights included in the Purchased Assets (except for the Excluded Assets and except pursuant to existing Contracts disclosed on any Schedule to this Agreement or inventory in the ordinary course of business consistent with past practice);
(ii) entered into any other material transaction relating to the Seller Business other than in the ordinary course of business consistent with past practices;
(iii) suffered any material damage, destruction or casualty loss with respect to the Purchased Assets not co...
Financial Statements; Changes. (a) The Company has furnished to the Purchaser complete and correct copies of its (i) balance sheets, statements of income and retained earnings and statements of cash flow, as at December 31, 1999 and 1998, in each case certified by Xxxxxx & Associates, the Company's independent certified public accountants (the "Audited Financial Statements"), and (ii) unaudited balance sheet, profit and loss statement and cash flow statement as at September 30, 2000, certified by the Company's Chief Financial Officer (the "Interim Financial Statements" and together with the Audited Financial Statements, the "Financial Statements"). The Financial Statements are complete and correct, are in accordance with the books and records of the Company and present fairly the financial condition and results of operations of the Company, as at the dates and for the periods indicated, and have been prepared in accordance with GAAP, except that the Interim Financial Statements do not contain notes to financial statements required by GAAP.
(b) Except as set forth on Schedule 4.8, since the date of the Interim Financial Statements, there has not been with respect to the Company:
(i) any change in its assets, liabilities, financial condition or operating results from that reflected in the Interim Financial Statements, except changes in the ordinary course of business that have not been, in the aggregate, materially adverse;
(ii) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting its assets, properties, financial condition, operating results, prospects or business (as such business is presently conducted and as it is currently proposed to be conducted);
(iii) any waiver or compromise of a valuable right or of a material debt owed to it;
(iv) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation, except in the ordinary course of business and that is not material to its assets, properties, financial condition, operating results or business (as such business is presently conducted and as it is currently proposed to be conducted);
(v) any change or amendment to a material contract or arrangement by which it or any of its assets or properties is bound or subject;
(vi) any declaration or payment of any dividend or other distribution of any of its assets;
(vii) any material change in any compensation arrangement or agreement with any employee;
(viii) any other event or condition of any character that migh...
Financial Statements; Changes. There have been delivered to you (i) unaudited balance sheets as at October 2, 1999, and statements of income and of changes in financial position for the periods then ended of the Company, and (ii) a balance sheet as at January 2, 1999, and statement of income for the 12-month period then ended of the Company. Such financial statements fairly represent the financial condition of the Company at the dates thereof and have been prepared in accordance with generally accepted accounting principles consistently followed. There are no contingent liabilities or guarantees of the indebtedness of others by the Company involving material amounts known to the Company and not disclosed in said financial statements and the footnotes thereto. Since October 2, 1999, there has been no change in the assets, liabilities, financial condition or business of the Company, other than changes in the ordinary course of business, the effect of which has not been in any case or in the aggregate materially adverse, and other than such changes as are described in a writing delivered to you referenced to this Section. The Company has not authorized, agreed to pay or paid any dividends.
Financial Statements; Changes. (a) The Company has no financial statements. Seller has delivered to Purchaser an unaudited balance sheet for each of the Partnership at November 30, 2005 (the “Balance Sheet Date”) and the related statements of income for the period from February 8, 2005 to November 30, 2005. Such financial statements have been prepared in conformity with GAAP. The statements of operations present fairly in all material respects the results of the operations of the Partnership for the period covered, and the balance sheet presents fairly in all material respects the financial condition of the Partnership at the Balance Sheet Date. Such financial statements reflect all adjustments necessary for a fair presentation of the financial information contained therein other than normal year-end adjustments which are not material in amount in the aggregate. At the Balance Sheet Date, the Partnership had no material liability (actual, contingent or accrued) that, in accordance with GAAP applied on a consistent basis, should have been shown or reflected on the balance sheet but was not.
(b) Except as set forth in Schedule 2.5, since the Balance Sheet Date, whether or not in the ordinary course of business, there has not been, occurred or arisen:
(i) any change in or event affecting the Partnership, the Company or Seller, that has had or would reasonably be expected to have a Material Adverse Effect; or
(ii) any strike or other labor dispute;
(iii) any material change in the Partnership’s or the Company’s working capital; or
(iv) any casualty, loss, damage or destruction (whether or not covered by insurance) of any property of the Partnership or the Company that is material or that has involved or may involve a material loss to the Partnership in excess of applicable insurance coverage.
(c) Since February 8, 2005, the Partnership has had no business operations other than acting as the manager of the Hospital pursuant to the Management Agreement. Since its inception, the Company (i) has had no business operations other than acting as the general partner of the Partnership, (ii) has no contractual relations or obligations, and (iii) has no assets other than the general partner interest in the Partnership.
Financial Statements; Changes. (a) Seller has delivered to Purchaser audited balance sheets for Seller at December 31, 2003, 2002 and 2001, and the related statements of operations for the periods then ended. All such financial statements have been prepared in conformity with the Hospital Historical GAAP Principles. Such statements of operations present fairly in all material respects the results of operations of Seller for the respective periods covered, and the balance sheets present fairly in all material respects the financial condition of Seller as of their respective dates. Since December 31, 2003, there has been no change in any of the significant accounting policies, practices or procedures of Seller.
(b) Seller has delivered to Purchaser an unaudited balance sheet for Seller at March 31, 2004 (the “Interim Balance Sheet Date”) and the related statements of operations for the three month period then ended. Such interim financial statements have been prepared in conformity with the Hospital Historical GAAP Principles. The interim statements of operations present fairly in all material respects the results of the operations of Seller for the period covered, and the interim balance sheet presents fairly in all material respects the financial condition of Seller at the Interim Balance Sheet Date. Such interim financial statements reflect all adjustments necessary for a fair presentation other than normal year-end adjustments which are not material in amount in the aggregate. At the Interim Balance Sheet Date, Seller had no material liability (actual, contingent or accrued) that, in accordance with the Hospital Historical GAAP Principles, should have been shown or reflected on the interim balance sheet but was not.
(c) Except as set forth on Schedule 2.4, since the Interim Balance Sheet Date, whether or not in the ordinary course of business, there has not been, occurred or arisen:
(i) any change in or event affecting Seller or the business of the Hospital, that has had or would reasonably be expected to have a Material Adverse Effect; or
(ii) any strike or other labor dispute; or
(iii) any casualty, loss, damage or destruction (whether or not covered by insurance) of any material property of Seller that is material or that has involved or may involve a material loss to Seller in excess of applicable insurance coverage.
Financial Statements; Changes. (a) Schedule 4.4(a)(1) contains the balance sheet of the Business as of December 24, 1994, the Reference Statement of Assets and Liabilities and the related
Financial Statements; Changes. (a) The Company’s unaudited financial statements as of March 31, 2023 (the “Financial Statement Date”) which are included in the Quarterly Report on Form 10-Q and can be accessed via EXXXX and its audited financial statements for the fiscal years ended December 31, 2022 and 2021 which are included in the Annual Report on Form 10-K and can be accessed via EXXXX (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with the generally accepted accounting principles of the United States, as in effect from time to time (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated, and audited in accordance with the standards of the Public Company Accounting Oversight Board of the United States (“PCAOB”). The Financial Statements contain no misrepresentation and present fairly, in all material respects, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise) of the Company and the Subsidiary 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. The Financial Statements contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company and the Subsidiary. Except as set forth in the Financial Statements, neither the Company nor the Subsidiary has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the Financial Statement Date; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under U.S. GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with U.S. GAAP. The Company’s auditors who audited the Financial Statements for the fiscal years ended December 2022 and 2021 and who provided their audit report thereon, are independent public accountants under Applicable Securities Laws, PCAOB independence requirements and applicable Canadian provincial accountant professional standards and there has never been a “reportable event” that is a “disagreement” (within the meaning o...
Financial Statements; Changes. Creditor acknowledges that it has reviewed Debtor's financial statements contained in its Form 10-Q filed with the Securities and Exchange Commission for the quarter ended December 31, 2000. Since December 31, 2000 there are no material liabilities known to Debtor which are not disclosed in said financial statements or the notes thereto. Since December 31, 2000 (except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto), there has been no material adverse change in the assets, liabilities, financial condition or business of Debtor, the effect of which has not in any case or in the aggregate been materially adverse. Since that date Debtor has not authorized, agreed to pay or paid any dividends or made any other payments of a material amount other than in the ordinary course of business.
Financial Statements; Changes. (a) AWS has delivered to Triton complete and correct copies of (i) the unaudited balance sheet for the Multi-Area Business as at December 31, 2003 and related income statement for the fiscal year then ended (the “Multi-Area Historical Financial Statements”) and (ii) the unaudited balance sheet (the “Multi-Area Balance Sheet”) of the Multi-Area Business as at June 30, 2004 (the “Multi-Area Balance Sheet Date”) and related income statement for the six month period then ended (collectively, the “Multi-Area Interim Financial Statements”). Except as disclosed in Section 8.13 of the AWS/Cingular Disclosure Memorandum, the Multi-Area Historical Financial Statements and the Multi-Area Interim Financial Statements fairly present in all material respects, in accordance with GAAP, the financial position of the Multi-Area Business and the results of its operations for the periods specified therein (subject to the absence of footnotes, and, in the case of the Multi-Area Interim Financial Statements, to normal year-end audit adjustments). As of the First Closing, AWS Network Newco shall have no Liabilities other than the Assumed Multi-Area Liabilities.
Financial Statements; Changes. (a) Triton has delivered to Cingular and AWS complete and correct copies of (i) the unaudited balance sheets for the Virginia Business as at December 31, 2003 and related income statements for the fiscal year then ended (the “Virginia Historical Financial Statements”) and (ii) the unaudited balance sheet (the “Virginia Balance Sheet”) of the Virginia Business as at June 30, 2004 (the “Virginia Balance Sheet Date”) and related income statement for the six month period then ended (collectively, the “Virginia Interim Financial Statements”). Except as set forth in Section 9.13 of the Triton Disclosure Memorandum, the Virginia Historical Financial Statements and the Virginia Interim Financial Statements fairly present in all material respects, in accordance with GAAP, the financial position of the Virginia Business and the results of its operations for the periods specified therein (subject to the absence of footnotes, and, in the case of the Virginia Interim Financial Statements, to normal year-end audit adjustments). As of the First Closing, Triton Network SMLLC shall have no Liabilities other than the Assumed Virginia Liabilities.
(b) Except as otherwise set forth in this Agreement, with respect to the Transferred Virginia Assets, since the Virginia Balance Sheet Date, neither Triton nor any Affiliate has:
(i) sold, assigned, or transferred any of the material assets, properties or rights included in the Transferred Virginia Assets other than in the ordinary course of business consistent with past practice, or entered into any agreement or understanding to do any of the foregoing;
(ii) entered into any transaction primarily relating to the Virginia Business other than in the ordinary course of business consistent with past practices; or
(iii) suffered any material damage, destruction or casualty loss with respect to the Transferred Virginia Assets not covered by insurance.
