Financial Statements; Disclosure. (a) As of the date of this Agreement, the Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not material.
(b) This Agreement together with the schedules, attachments, exhibits, written statements and certificates supplied to the Purchaser by or on behalf of the Company with respect to the transactions contemplated hereby does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they were made, not misleading. There is no fact which has not been disclosed to the Purchaser of which the Company has knowledge, and which has had or could reasonably be anticipated to have a Material Adverse Effect.
(c) As of its filing date, each document filed with the SEC by the Company, as amended or supplemented prior to the date of this Agreement or any Additional Closing Date, if applicable, pursuant to the Securities Act and/or the Exchange Act, true and correct copies of which have been given to the Purchaser, (i) complied in all material respects with the applicable requirements of the Securities Act and/or Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each final registration statement filed with the SEC by the Company pursuant to the Securities Act, as of the date such statement became effective (i) complied in all material respects with the applicable requirements of the Securities Act and (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made).
Financial Statements; Disclosure. The Financial Statements (including the related notes and schedules) fairly present in all material respects the financial position of NNGC as of their dates, and each of the statements of operations, cash flows and changes in shareholders' equity included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of NNGC for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the Current Balance Sheet, including all notes thereto, as of the date of such balance sheet, NNGC does not have any Liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of NNGC or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than Liabilities or obligations which do not and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in such balance sheet have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Financial Statements; Disclosure. (a) Prior to the date hereof, -------------------------------- Entity has delivered to Innotrac copies of the financial statements and related documents as identified in Schedule 4.6 (collectively, the "FINANCIAL ------------ --------- STATEMENTS"). The Financial Statements are true and correct in all material respects, have been prepared in accordance with GAAP, present fairly the financial condition of Entity as at the respective dates thereof and the results of Entity's operations and cash flows for the periods then ended and are consistent in all material respects with the books and records of Entity.
(b) As of the date hereof, all Information that has been made available by or on behalf of Entity prior to the date of this Agreement in connection with the transactions contemplated hereby is, taken together, true and correct in all material respects and does not contain, to the knowledge of Entity, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which those statements were made. Information that is made available by or on behalf of Entity after the date hereof from time to time prior to the Closing will be, when made available, true and correct in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which those statements were made.
Financial Statements; Disclosure. (a) The Company has delivered to the Purchaser copies of:
(i) Audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2000, 2001 and 2002, and audited consolidated statements of operations, shareholders’ equity and changes in financial position or cash flows for each of the three (3) years then ended, together with a report and an unqualified opinion of KPMG LLP, the Company’s independent public accountants;
(ii) Unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2003, and unaudited consolidated statements of operations for the twelve (12)-month period then ended, together with notes related thereto;
(iii) Audited consolidated balance sheets of TFC and its Subsidiaries as of December 31, 2000, 2001 and 2002, and audited consolidated statements of operations, shareholders’ equity and changes in financial position or cash flows for each of the three (3) years then ended, together with a report and an unqualified opinion of from TFC’s independent auditors;
(iv) Unaudited consolidated balance sheets of TFC and its Subsidiaries as of March 31, 2003, and unaudited consolidated statements of operations, shareholders’ equity and changes in financial position or cash flows for the three (3) month period then ended, together with notes related thereto; and
(v) The “monthly board packages” furnished to the Board of Directors since January 1, 2001, including the unaudited financial information contained therein (the financial statements and information referred to in clauses (i) through (v) being collectively referred to as the “Financial Statements”).
(b) The Financial Statements have been prepared in accordance with GAAP (except that, with respect to the monthly board packages, the Dealer acquisition fees reflected in the financial statements included therein have not been accounted for in accordance with GAAP) and fairly present the consolidated and consolidating financial position and results of operations of the Company and its Subsidiaries as of the dates and for the periods indicated therein. Except as set forth in Schedule 3.10(a), since December 31, 2002, there has not been any Material Adverse Change.
(c) All financial statements and other financial information not included in the Financial Statements and previously furnished by or on behalf of the Company, its Subsidiaries or any of their representatives or agents to the Purchaser in connection with this Agreement and the transacti...
Financial Statements; Disclosure. The financial statements of Bxxxxxxx heretofore delivered to Lender have been prepared on a consistent basis throughout the period involved and fairly present Borrower’s financial condition as of the date thereof, and there has been no material adverse change in Borrower’s financial condition since the date thereof. No representation, warranty, or other written statement made by Borrower in any certificate or written statement furnished to Lender in connection with the Loan Documents (in each case as modified by subsequent information so furnished) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or statements, in the light of the circumstances under which they were made, not materially misleading; provided that with respect to projected or forecasted information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation of such information (it being understood that (x) such projected or forecasted information is not to be viewed as fact, that actual results during the period or periods covered by such forecasts or projections may differ from the projected or forecasted results (and such differences may be material) and (y) no representation or warranty is made with respect to information of a general economic or industry specific nature).
Financial Statements; Disclosure. 6.4.1 To the best of the knowledge of the Company and Indemnifying Shareholders having made all reasonable enquiries, the trial balance as of November 30, 2006, consolidated to include the results of CodeStream Software, Inc., attached hereto as schedule 6.4 (the “Financial Statements”) is in accordance with the books and records of the Company and fairly present the financial condition and results of operations of the Purchased Business, as of November 30, 2006 (the “Current Balance Sheet Date”) and for the period indicated, in accordance with generally accepted accounting principles consistently applied. Schedule 6.4.2 attached hereto contains a true and complete copy of all the information and documentation that exists under the control of the Company, to its best knowledge having made all reasonable enquiries, or at its premises (including such information stored in computers or intangible form) with respect to prospects and contacts approached by the Company or that had communicated with the Company with respect to its business during the three (3) year period prior to the First Closing.
6.4.2 The Financial Statements have been prepared in accordance with applicable law and in accordance with accounting practice generally accepted in the United Kingdom at the time they were prepared by companies preparing Companies Act accounts (as defined in section 262(1) of the Act).
6.4.3 No change in accounting bases, policies, practices or procedures has been made in preparing the Financial Statements of the Company for each of the three financial years of the Company ended on the Current Balance Sheet Date.
6.4.4 The Financial Statements give a true and fair view of the state of affairs of the Company as at the Current Balance Sheet Date and of the results of the Company for the financial year ended on that date.
6.4.5 Without limiting the generality of paragraphs 6.4.1 – 6.4.4, in the Financial Statements:
(a) depreciation of the fixed assets has been made at a rate sufficient to write down the value of such assets to nil or their residual value not later than the end of their useful working lives, and no fixed asset has attributed to it a value exceeding its current market value at the Accounts Date;
(b) all work in progress, as set forth in Exhibit 2, has been valued on the basis set out in that Schedule;
Financial Statements; Disclosure. 4.4.1. EXHIBIT A attached hereto sets forth the audited balance sheets of AMDP as of December 31, 2000 and December 31, 2001, and the related audited statements of income, stockholder's equity, and cash flows for each of the two periods ending on those dates. Included in EXHIBIT A are the unaudited balance sheet of AMDP as of September 30, 2002, and the related unaudited statements of income, stockholder's equity and cash flows for the period ending September 30, 2002. The financial statements in EXHIBIT A are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition of AMDP at December 31, 2000, December 31, 2001 and September 30, 2002, and the results of its operations for the years ended December 31, 2000, December 31, 2001 and the nine months ended September 30, 2002.
4.4.2. No representations or warranties by AMDP and Shareholder in this Agreement and no statement contained in any document, certificate, or other writing (including without limitation, the Financial Statements) furnished or to be furnished by AMDP or Shareholder to Buyer or any of its representatives pursuant to the provisions of this Agreement or in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was made, to make the statements in this Agreement not misleading. AMDP has no debt, liabilities, or obligations of any nature, whether absolute, accrued, contingent, or otherwise, and whether due or to become due, that are not fully reflected or reserved against in AMDP's balance sheet as of September 30, 2002, included in the Financial Statements set forth in EXHIBIT A, except as specifically indicated on EXHIBIT B (being a true and complete schedule of all debts, obligations, and liabilities of AMDP), and except for debts, liabilities, and obligations incurred in the ordinary course of business or minimal recurring debts, liabilities, and obligations of less than $10,000 individually, or $50,000 in the aggregate, and consistent with past practice since September 30, 2002, and the reserves reflected in the Financial Statements are adequate, appropriate, and reasonable.
Financial Statements; Disclosure. (a) The Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except that the unaudited balance sheets and related financial statements
Financial Statements; Disclosure. (a) The Financial Statements (including in each case the related schedules and notes) delivered to RW present fairly, in all Material respects, the consolidated financial position of the Company at the respective dates of the balance sheets included therein and the consolidated results of their operations and their consolidated cash flows and Stockholder's or other owner's equity for the respective periods set forth therein and have been prepared in accordance with GAAP (except the absence of footnotes and normal year end adjustments on the Interim Financial Statements). As of the date of any balance sheet included in the Financial Statements, the Company did not then have any outstanding Indebtedness to any Person or any liabilities of any kind (including contingent obligations, tax assessments or unusual forward or long-term commitments), or any unrealized or anticipated loss, which in the aggregate then were Material to the Company and required to be reflected in those Financial Statements or in the notes related thereto in accordance with GAAP which were not so reflected.
(b) Any amounts shown due to the Stockholder or any Stockholder Related Persons on the Closing Balance Sheet represent only salary for the current period earned in the ordinary course of business.
(c) (i) As of the date hereof, all Information that has been made available to RW by or on behalf of the Company prior to the date of this Agreement in connection with the transactions contemplated hereby is, taken together, true and correct in all Material respects (other than financial budgets and projections) and does not contain any untrue statement of a Material fact or omit to state a Material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which those statements were made.
Financial Statements; Disclosure. (a) The Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and
