Financial Statements; Liabilities. (a) The (i) audited consolidated financial statements of Parent included in Parent’s Annual Reports on Form 10-K for its fiscal years ended December 31, 2004 and December 31, 2003 (the “Parent 10-Ks”) and (ii) unaudited consolidated financial statements of Parent included in Parent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005 and June 30, 2005 fairly present in all material respects in conformity with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present, in conformity with GAAP (except as may be indicated in the notes thereto), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes, the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and their consolidated results of operations and changes in financial position for the respective periods then ended.
(b) There are no liabilities of Parent or any Parent Subsidiary of any kind whatsoever, whether known or unknown, asserted or unasserted, accrued, contingent, absolute, determined, determinable or otherwise, in each case, other than:
(i) liabilities or obligations disclosed or provided for in Parent’s consolidated balance sheet included in Parent’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005 (including the notes thereto, the “Parent Balance Sheet”);
(ii) liabilities or obligations existing as of June 30, 2005 and not required to be disclosed or provided for in the Parent Balance Sheet;
(iii) liabilities or obligations under this Agreement or incurred in connection with the Transactions;
(iv) ordinary course obligations of Parent and its Subsidiaries incurred since June 30, 2005 under the agreements, contracts, leases, and licenses to which they are a party; and
(v) other liabilities or obligations incurred since June 30, 2005 which, individually or in the aggregate, would not have a Parent Material Adverse Effect.
Financial Statements; Liabilities. (a) Each of the consolidated balance sheets included in the Company SEC Documents fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related consolidated financial statements (including the notes thereto) included therein fairly present in all material respects the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein (collectively, the "COMPANY FINANCIAL STATEMENTS"). As of the respective filing date for the applicable Company SEC Document in which it was included, each of the Company Financial Statements (including the notes thereto) complied in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and was prepared in accordance with accounting principles generally accepted in the United States ("GAAP") applied on a consistent basis during the periods or as of the respective dates involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments.
(b) There are no material liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued or unaccrued, absolute or contingent, liquidated or unliquidated, or due or to become due, in each case, other than liabilities or obligations (i) referenced (whether by value or otherwise) or reflected in the Company SEC Documents, the Company Financial Statements or disclosed in the notes thereto, (ii) incurred since December 31, 2001 in the ordinary course of business, (iii) incurred in connection with the transactions contemplated hereby or (iv) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Financial Statements; Liabilities. (a) Section 3.6 of the Seller Disclosure Schedule contains the following financial statements (collectively, with any notes thereto, the “Financial Statements”): (i) the audited consolidated balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the fiscal year ended December 31, 2021 and (ii) the unaudited balance sheet and statements of operating income and expenses of the Transferred Entities as of and for the year-to-date ended June 30, 2022 (the “Balance Sheet Date”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein), and present fairly, in all material respects, the financial position and the results of operations of the Transferred Entities as of the respective dates thereof and for the respective periods covered, subject in the case of the unaudited financial statements to (A) the absence of footnote disclosures and other presentation items and (B) changes resulting from normal year-end adjustments.
(b) There are no material liabilities or obligations of the Transferred Entities of the type required to be accrued on or reserved against in a consolidated balance sheet prepared in accordance with GAAP, other than those that (i) are reflected or reserved against on the Financial Statements or otherwise set forth in this Agreement, (ii) have been incurred in the ordinary course of business of the Transferred Entities since the Balance Sheet Date, (iii) are permitted or contemplated by this Agreement, (iv) have been discharged or paid off or (v) would not reasonably be expect to have, individually or in the aggregate, a Material Adverse Effect.
Financial Statements; Liabilities. The Company has delivered to the Purchaser its audited financial statements as of December 31, 2008 and for the fiscal year ended December 31, 2008, and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as September 30, 2009 and for the nine-month period ended September 30, 2009 (collectively, “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company 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. Except as set forth in the Financial Statements and/or the Disclosure Schedule, the Company has no material liabilities or obligations, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2009; (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 generally accepted accounting principles 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 generally accepted accounting principles.
Financial Statements; Liabilities. (a) Sovereign has delivered to the Company (i) unaudited consolidated balance sheets and statements of income and expense for Sovereign for the years ended December 31, 2002 and 2003 (the "Year End Financials"), and (ii) unaudited consolidated balance sheet for Sovereign as of September 30, 2004, and related unaudited statements of income and expense for the nine-month period then ended (the "Interim Financials"). The Year End Financials and the Interim Financials are together referred to as the "Financial Statements." The Financial Statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except that the Interim Financials do not contain all footnotes and other presentation items). The Financial Statements were prepared from the books and records of Sovereign, consistent with past practice, and fairly present in all material respects the financial position and results of operations of Sovereign as of the dates and for the periods indicated. Sovereign maintains systems of accounting that are adequate for the preparation of the Financial Statements.
(b) As of the Closing Date, Sovereign does not have any liabilities of any nature (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) (collectively "Liabilities"), except: (i) Liabilities reflected in the Financial Statements, (ii) Liabilities incurred in the ordinary course of business of Sovereign which individually or in the aggregate do not have a Material Adverse Effect on Sovereign since its formation, or (iii) Liabilities for taxes incurred in the ordinary course of business of Sovereign and not yet due.
Financial Statements; Liabilities. (a) Copies of each of the audited, consolidated balance sheets, statements of profit and loss and statements of cash flows of SJJC Aviation Services, LLC for the fiscal years ended December 31, 2006, December 31 2005 and December 31, 2004 have been provided to the Acquiror (collectively, the “Annual Financial Statements”). Copies of each of the consolidated balance sheets and statements of profit and loss of SJJC Aviation Services, LLC for the three months ended March 31, 2007 (the “Interim Financial Statements,” and together with the Annual Financial Statements, the “Financial Statements”) have been provided to the Acquiror. Except as set forth on Schedule 2.3(a), each of the Financial Statements (including the footnotes thereto, if any) is in accordance with the books and records of SJJC Aviation Services, LLC, presents fairly and accurately the consolidated financial position, assets and liabilities and results of operations and cash flows of SJJC Aviation Services, LLC and the FBO Business at the dates and for the periods indicated and has been prepared in accordance with GAAP, subject (only with respect to the Interim Financial Statements) to normal and immaterial year-end adjustments and footnote disclosures. The Financial Statements contain appropriate allowances and reserves for accounts receivable and other accruals.
(b) As of December 31, 2006 (the “Balance Sheet Date”), none of the Jet Center Entities had any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) which was not disclosed in the Financial Statements (including the footnotes thereto). Except as set forth on Schedule 2.3(b), none of the Jet Center Entities has incurred from and after the Balance Sheet Date any indebtedness or other liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), other than current liabilities for trade or business obligations incurred after the Balance Sheet Date in connection with the purchase of goods or performance of services in the ordinary course of business and consistent with past practice (other than in connection with any material default under, or breach of, any Material Contract or Real Property Lease by any of the Jet Center Entities).
Financial Statements; Liabilities. SURGICOE has previously furnished to USP (a) the unaudited consolidated balance sheets of SURGICOE and its Subsidiaries at December 31, 1999 and December 31, 2000, and the related consolidated statements of income for the fiscal years then ended, and (b) an unaudited consolidated balance sheet of SURGICOE and its Subsidiaries (the “Balance Sheet”) at December 31, 2001 (the “Balance Sheet Date”) and the related statements of income for the 12 months then ended. The Balance Sheet is attached hereto as Schedule 3.5. Such balance sheets (including any related notes and schedules) fairly present the consolidated financial position of SURGICOE as of their dates, and such other financial statements (including any related notes and schedules) fairly present the consolidated results of operations or other information included therein of SURGICOE and its Subsidiaries for the periods or as of the dates therein set forth, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except (x) as to the interim unaudited statements, for normal year-end adjustments and only as such principles apply to interim unaudited statements, (y) for certain leases that are treated as operating leases in said financial statement but which the parties have treated as debt in their calculations of the Closing Date Consideration and (z) they do not include the footnotes required by generally accepted accounting principles. Except as reflected or disclosed in the Balance Sheet or a Schedule attached hereto, other than liabilities of the type set forth in the Balance Sheet that are incurred since the Balance Sheet Date in the ordinary course of their respective businesses and liabilities incurred in connection with the proposed Merger or otherwise contemplated or permitted by this Agreement, neither SURGICOE nor any of its Subsidiaries is as of the date hereof subject to any material liability, including without limitation contingent liabilities.
Financial Statements; Liabilities a) The Accounts (i) are true and correct in all material respects, (ii) fairly represent the financial condition of the Group and the results of its operations for the periods shown, and (iii) have been prepared in accordance with German GAAP applied on a basis consistent with preceding years, except as otherwise disclosed thereon. Table of Contents
b) The Closing Balance Sheet, which will be delivered to the Purchaser pursuant to Section 4.3, has been prepared in accordance with German GAAP (applied on a basis consistent with the application used to prepare the Accounts) to the extent the line items therein are relevant for the Working Capital and/or the Eligible Tax Accruals and as necessary to determine the Net Cash Adjustment. The Working Capital as derived from the Closing Balance Sheet is not lower than one million six hundred forty-two thousand seven hundred ninety nine euros (€1,642,799) by more than five percent (5%) of such amount.
c) During the period ending thirty (30) days after Closing, the Management Shareholders will provide all necessary assistance to the Group in the preparation of a Closing Balance Sheet entirely in accordance with German GAAP and the reconciliation of such Closing Balance Sheet to U.S. generally accepted accounting principles. For the avoidance of doubt, the costs related hereto shall be borne by the Purchaser.
d) All of the Company’s books and records (Handelsbücher und sonst erforderliche Aufzeichnungen within the meaning of Section 239 HGB) are true and accurate in all material respects and have been maintained in accordance with German GAAP.
e) The Accounts reflect all of the Assets, whether tangible or intangible, used by the Group in its businesses or otherwise held by the Group (collectively the “Business Assets”), except for (i) Business Assets acquired or disposed of in the ordinary course of business since the Accounting Date, and (ii) Business Assets not required under German GAAP to be reflected therein, and reflect all liabilities and obligations of the Group except liabilities not required under German GAAP to be reflected therein.
f) The Group has no liabilities or obligations (direct or indirect, contingent or absolute, matured or unmatured) of any nature, whether arising out of contract, tort, statute or otherwise, including tax liabilities to any taxing authority, and is not bound by any guarantees, comfort letters or commitments of a similar nature in favor of any third party, except those shown or re...
Financial Statements; Liabilities. (a) Seller has delivered to Purchaser copies of the audited financial statements of the Subject Company at and for the years ended April 30, 1999, 2000 and 2001, together with the related schedules and notes, and the unaudited restated income statement and balance sheet of the Subject Company as of January 31, 2002 (the "Financial Statements"). The Financial Statements fairly present in conformity with United States generally accepted accounting principles ("GAAP"), applied on a consistent basis, the financial condition of the Subject Company at the dates thereof and the results of its operations and changes in financial condition for the periods then ended, subject, in the case of the unaudited restated income statement and balance sheet of the Subject Company as of January 31, 2002, to customary year-end adjustments, including, without limitation, true-up to physical inventory, actuarial reports and tax provision.
(b) As of January 31, 2002, the Subject Company did not have any liabilities or obligations required to be reflected in its financial statements (collectively, "Liabilities" and individually, a "Liability"), that were not reflected or reserved against in the unaudited restated balance sheet of the Subject Company as of January 31, 2002 or disclosed or provided for in the notes thereto, other than Liabilities that would not reasonably be expected to have a Material Adverse Effect and subject to customary year-end adjustments, including, without limitation, actuarial reports and tax provision. Since October 31, 2001, the Subject Company has not incurred any Liability except Liabilities that (i) were incurred in the ordinary and usual course consistent with the Subject Company's past practice or (ii) do not have a Material Adverse Effect on the financial condition of the Subject Company.
(c) Since October 31, 2001, the Subject Company has conducted its businesses only in the ordinary and usual course in substantially the same manner as previously conducted, has not taken any of the actions described in subparagraphs (b) through (h) of Section 4.1 of this Agreement and has not undergone or suffered any change in its financial condition or results of operations that would reasonably be expected to have a Material Adverse Effect.
Financial Statements; Liabilities. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents fairly present in all material respects, in each case in accordance 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, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto).
(b) There are no liabilities or obligations of the Company or any of its Subsidiaries of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, other than: (i) liabilities or obligations disclosed and provided for in the Company’s audited consolidated balance sheet as at December 31, 2012 (the “Company Balance Sheet”) or in the notes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices in all material respects since December 31, 2012 (the “Company Balance Sheet Date”) or arising or incurred in connection with or contemplated by this Agreement, and (iii) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
