Financial Statements; Indebtedness. (a) Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):
(i) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of December 31, 2008 and the related unaudited combined consolidated statements of income and cash flows for the fiscal year ended December 31, 2008 (the “2008 Unaudited Financial Statements”); and
(ii) the unaudited combined consolidated balance sheet of the Group Companies (including the St. Augustine Land) as of September 30, 2009 (the “Latest Balance Sheet”) and the related unaudited combined consolidated statements of income and cash flows for the nine month period ending on such date (the “September 30 Unaudited Financial Statements”).
(b) Except as set forth on Schedule 3.4, each Financial Statement (x) has been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, from the books and records of the Group Companies (including the St. Augustine Land), except as may be indicated in the notes thereto and except for the absence of footnotes and subject to year-end adjustments which are immaterial in amount, and (y) fairly presents, in all material respects, the consolidated financial position of the Group Companies as of the dates thereof, their results of operations and cash flows for the periods then ended (subject, in the case of the September 30 Unaudited Financial Statements, to the absence of footnotes and to year-end adjustments which are immaterial in amount).
(c) Each of the Group Companies maintains internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the financial and statutory statements of the Group Companies and to maintain accountability for the Group Companies’ consolidated assets; (iii) access to the Group Companies’ assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Group Companies’ assets is compared with existing assets at regular intervals. None of the Group Companies 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, including any complaint, allegation...
Financial Statements; Indebtedness. (a) The audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and audited consolidated financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods.
(b) The unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents complied, and unaudited consolidated interim financial statements (including the related notes and schedules) included or incorporated by reference in the Parent SEC Documents filed after the date hereof will comply, in all material respects with applicable accounting requirements and the published regulations of the SEC, have been prepared or will be prepared in all material respects in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, the consolidated financial condition, results of operations, shareholders' equity and cash flows of Parent and its Subsidiaries as of the indicated dates and for the indicated periods, subject to normal and recurring year-end audit adjustments and the absence of full footnote disclosure.
(c) The aggregate amount of outstanding Indebtedness of Parent and its Subsidiaries comprising the total long-term debt (as such term is defined in the Parent Balance Sheet) as of the date of this Agreement is set forth in Section 5.7(c) of the Parent Disclosure Letter. Neither Parent nor its Subsidiaries are in material default under, nor has any event occurred that, with or without notice or lapse of time or both, would constitute a material default or cause or permit the acceleration of, any Indebtedness of Parent or its Subsidiaries.
Financial Statements; Indebtedness. (a) The balance sheet of Borrower as of September 30, 2016, and the related statement of operations, stockholders’ equity and cash flows (together with the related notes) for the Fiscal Year ended December 31, 2015, and the balance sheet of Borrower and the related statement of operations, stockholders’ or members’ equity and cash flows (together with the related notes) for the 9- month period ended September 30, 2016 (collectively, the “Financial Statements”) fairly present, as of the date thereof, the financial position of Borrower, and the results of its operations, cash flows and stockholders’ equity in all material aspects.
(b) Except as shown on the most recent Financial Statements, (i) Borrower has no Indebtedness as of the date hereof which would adversely affect the financial condition of Borrower or the Collateral, and (ii) Borrower has no liabilities, contingent or otherwise, except those which, individually or in the aggregate, are not material to the financial condition or operating results of Borrower.
Financial Statements; Indebtedness. (a) Except as disclosed in Section 4A.8(a) of the Disclosure Schedules, the financial statements and supporting schedules included in SkyTerra’s Annual Report on Form 10-K for the year ended December 31, 2006, and in SkyTerra’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and in any Registration Statements or other SEC Reports, in each case filed with the SEC, present fairly, in all material respects, the consolidated financial position of SkyTerra as of the dates specified and the consolidated results of their operations and cash flows for the periods specified, in each case, in conformity with GAAP applied on a consistent basis during the periods involved, except as indicated therein or in the notes thereto.
(b) Except for Indebtedness disclosed in Section 4A.8(b) of the Disclosure Schedules and in SkyTerra’s Annual Report on Form 10-K for the year ended December 31, 2006, and in SkyTerra’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, SkyTerra has no Indebtedness outstanding at the date hereof. SkyTerra is not in default with respect to any outstanding Indebtedness or any instrument relating thereto, and no event has occurred, or facts and circumstances exist, which, after passage of time, would result in such a default.
Financial Statements; Indebtedness. (i) The audited consolidated balance sheet and income statement for Jerash Garments and Fashions Manufacturing Company Limited, subsidiaries and affiliates, is attached to the Private Placement Memorandum and was prepared in good faith and according to GAAP as of and for the fiscal years ended March 31, 2016 and March 31, 2015 (the “Jerash Garment Financial Statements”). The Jerash Garment Financial Statements are complete and accurate in all material respects.
(ii) Neither the Company nor any of its Subsidiaries has any Indebtedness as of the Closing.
Financial Statements; Indebtedness. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included or incorporated by reference in the Company SEC Documents fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end audit adjustments and the absence of footnotes in the case of any unaudited interim financial statements).
(b) Except for Indebtedness (i) reflected on the Company Balance Sheet, (ii) set forth in Section 4.08 of the Company Disclosure Schedule, or (iii) that is not reasonably likely to be material to the Company and its Subsidiaries, taken as a whole, the Company has not, since May 30, 2009, incurred any Indebtedness.
Financial Statements; Indebtedness. (a) The consolidated balance sheet of Borrower as of August 31, 2015, and the related consolidated]statement of operations, stockholders’ equity and cash flows (together with the related notes) for the year ended August 31, 2015, and the consolidated balance sheet of Borrower as of May 31, 2016 and the related consolidated statement of operations, stockholders’ or members’ equity and cash flows (together with the related notes) for the six-month period ended May 31, 2016 (in each case, as set forth in the SEC Reports) (collectively, the “Financial Statements”) (x) fairly present, as of the dates thereof, the financial position of Borrower, and the results of its operations, cash flows and stockholders’ equity in all material aspects, and (y) except for the fact that the unaudited financial statements omit notes to such statements and year-end adjustments thereto, have been prepared in accordance with GAAP.
(b) Except as shown on the most recent Financial Statements, (i) Borrower has no other Indebtedness as of the date hereof, and (ii) Borrower has no liabilities, contingent or otherwise, except those which, individually or in the aggregate, are not material to the financial condition or operating results of Borrower.
Financial Statements; Indebtedness. Seller has previously ---------------------------------- furnished to Buyer the following financial statements: reviewed Balance Sheets at December 31, 1990, and December 31, 1991, audited Balance Sheets at December 31, 1993, December 31, 1994 and December 31, 1995; reviewed Cash Flow Statements for the fiscal years ended December 31, 1990 and December 31, 1991, and audited Cash Flow Statements for the fiscal years ended December 31, 1993, December 31, 1994 and December 31, 1995; reviewed Statements of Operations and Deficit for the fiscal years ended December 31, 1990 and December 31, 1991 and audited Statement of Operations and Deficit for the fiscal year ended December 31, 1993 and audited Statement of Operations and Stockholder Equity for December 31, 1994 and December 31, 1995 (collectively, the "Financial Statements"). The balance sheets included in the Financial Statements present fairly in accordance with generally accepted accounting principles ("GAAP") the assets and liabilities of the School covered thereby as of the respective dates thereof, and the related statements of operations present fairly in accordance with GAAP the results of operations of the School for the respective periods covered thereby. The Financial Statements for the School have been prepared in a manner consistent with Seller's standard internal accounting practices, consistently applied, are substantially correct and complete and fairly present the financial position of the School as of the dates of such Financial Statements, and the results of operations and changes in financial position for the periods covered by such Financial Statements. Seller has maintained the books and records of the School in accordance with applicable laws, rules and regulations and with GAAP, and such books and records are, and during the periods covered by the Financial Statements were, correct and complete, fairly reflecting the income, expenses, assets and liabilities of the School. On the date hereof, the School does not have any liabilities required to be set forth in a balance sheet prepared in accordance with GAAP, that were not included in the Financial Statements. Except as provided in Schedule 5.11, Seller is not required to provide any letters of ------------- credit, guaranty or other financial security arrangements in connection with any transactions, approvals or licenses in the ordinary course of the School's business. Except as disclosed on Schedule 5.14, as of the date hereof, the...
Financial Statements; Indebtedness. (a) Attached to Schedule 5.8(a) are copies of the audited consolidated balance sheet and income statement for Jerash Garments and Fashions Manufacturing Company Limited, subsidiaries and affiliates, prepared in good faith and according to GAAP as of and for the fiscal years ended March 31, 2016 and March 31, 2015 (the “Jerash Garment Financial Statements”). The Jerash Garment Financial Statements are complete and accurate in all material respects.
(b) Neither the Company nor any of its Subsidiaries has any Indebtedness as of the Closing.
Financial Statements; Indebtedness. (a) The consolidated financial statements of the Company for the year ended September 30, 2005, and the most recent consolidated financial statements for the quarter ended June 30, 2006, are complete and correct and present fairly in all material respects the consolidated financial position of the Company as of the dates specified and the consolidated results of their operations and cash flows for the periods specified, in each case, in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved, except as indicated therein or in the notes thereto.
(b) Except as set forth in Section 3.10(b) of the Disclosure Schedules or in the financial statements included in the SEC Reports, the Company and its Subsidiaries have no Indebtedness outstanding at the date hereof. Except as set forth in Section 3.10(b) of the Disclosure Schedules, none of the Company or its Subsidiaries is in default with respect to any outstanding Indebtedness or any instrument relating thereto, and no event has occurred, or facts and circumstances exist, which, after passage of time, would result in such a default.
