Financial Statements; Interim Changes Clause Samples

Financial Statements; Interim Changes. The Company's unaudited balance sheet as of April 30, 1998 (the "Latest Balance Sheet") and unaudited of income and cash flows of the Company for the period from January 1, 1998 to April 30, 1998 delivered to the Purchasers in connection with the investment contemplated hereby have been prepared in accordance with generally accepted accounting principles consistently applied (subject to normal year-end adjustments and the absence of footnote disclosures) and fairly present in all material respects the financial position and the results of operations of the Company for the period covered thereby, and the Company has no liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) that are not either reflected or fully reserved against on the Latest Balance Sheet or incurred in the ordinary course of the business of the Company subsequent to the date thereof in an amount not to exceed $100,000 in the aggregate. Since the date of the Latest Balance Sheet there has not been any material adverse change in the business, operations, financial condition or prospects of the Company.

Financial Statements; Interim Changes. The Company's audited balance sheet as of December 31, 1997 and audited statements of operations and cash flows of the Company for the 12-month period ended December 31, 1997 and the Company's unaudited balance sheet as of April 30, 1998 (the "Latest Balance Sheet") and unaudited statements of operations and cash flows of the Company for the 4-month period ending April 30, 1998 delivered to the Purchasers in connection with the investment contemplated hereby have been prepared in accordance with generally accepted accounting principles consistently applied (subject to normal year-end adjustments and the absence of footnote disclosures) and fairly present in all material respects the financial position and the results of operations of the Company for the period covered thereby, and the Company has no material liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) that are not either reflected or fully reserved against on the Latest Balance Sheet or incurred in the ordinary course of the business of the Company subsequent to the date thereof. Since the date of the Latest Balance Sheet, there has not been any material adverse change in the business, operations, financial condition or business as presently proposed to be conducted by the Company.

Financial Statements; Interim Changes. The Company has included in Section 3.9 of the Company Disclosure Memorandum (i) the Company's audited consolidated balance sheet as of December 31, 1998 and 1999, and audited consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 1997, 1998 and 1999, and the related notes thereto, and (ii) the Company's unaudited condensed consolidated balance sheet as of September 30, 2000 (the "Latest Balance Sheet") and unaudited condensed consolidated statements of operations, stockholders' equity and cash flows for the nine months ended September 30, 2000, and the related notes thereto (collectively, the "Company Financial Statements"). The Company Financial Statements have been prepared (i) in accordance with the books and records of the Company and the Company Subsidiaries, which are complete and correct and which have been maintained in accordance with past practices, and (ii) present fairly in all material respects the consolidated financial position of the Company as of the dates indicated and the consolidated results of operations, changes in stockholders' equity and cash flows of the Company for the periods indicated, in accordance with generally accepted accounting principles consistently applied (subject in the case of interim financial statements to normal recurring year-end adjustments which are not expected individually or in the aggregate to be material in amount and the absence of footnote disclosures). The Company and the Company Subsidiaries, taken as a whole, have no material liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) that are not either reflected or fully reserved against on the Latest Balance Sheet or incurred in the ordinary course of the business of the Company subsequent to the date thereof. Since September 30, 2000, the businesses of the Company and the Company Subsidiaries have been conducted in the ordinary course and there has not been any material adverse change in the business, operations, financial condition or prospects of the Company and the Company Subsidiaries taken as a whole.

Financial Statements; Interim Changes. The Company has delivered to REL and ▇▇▇▇ its unaudited balance sheet (the “Balance Sheet”) as at December 31, 2003 (the “Statement Date”), copies of which are attached hereto as Exhibit B. The Balance Sheet is complete and correct in all material respects and presents fairly the financial condition and position of the Company as of the Statement Date.

Financial Statements; Interim Changes. JBP has delivered to Buyer its audited financial statements for its fiscal years ended 2009 and 2008 and its unaudited financial statements for the interim periods ended June 30, 2010 (“Financial Statements”), prepared in accordance with GAAP, copies of which are attached hereto as Exhibit E. The Financial Statements are complete and correct in all material respects and present fairly the financial condition of JBP as of the respective dates.

Financial Statements; Interim Changes. SD has delivered to the Company its audited balance sheet and statements of operations and its unaudited balance sheet and statements of operations (the “Financials”) as at December 31, 2011 and December 31, 2010 and at March 31, 2011 and March 31, 2012 respectively (the “Statement Dates”) prepared in accordance with GAAP, as required for compliance with securities and regulatory bodies, including the provisions of Rule 3-05(b) of Regulation S-X. The Financials are complete and correct in all material respects and presents fairly the financial condition of SD as of the Statement Dates. .

Financial Statements; Interim Changes. The Company will deliver to Buyer its audited financial statements for the periods ended December 31, 2008 and December 31, 2007 in addition to its unaudited balance sheet and unaudited statement of cash flow (the “Financials”) as at September 30, 2009 (the “Statements Date”) in compliance with requisite timelines according to applicable securities laws and regulations.

Financial Statements; Interim Changes. LTD has delivered to Buyer its unaudited balance sheet (the “Balance Sheet”) as at September 30, 2010 (the “Statement Date”). The Balance Sheet is complete and correct in all material respects and presents fairly the financial condition of LTD as of the Statement Date.

Financial Statements; Interim Changes. EMP has delivered to the Company its unaudited balance sheet and statements of operations (the “Financials”) as at June 30, 2011 (the “Statement Date”). The Financials are complete and correct in all material respects and presents fairly the financial condition of EMP as of the Statement Date. EMP shall provide financial audits, prepared in accordance with GAAP, as required for compliance with securities and regulatory bodies, including the provisions of Rule 3-05(b) of Regulation S-X.