Financial Statements; No Liabilities. (a) True, complete and accurate copies of the Company’s audited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flows, as of and for the years ended December 31, 2009 and 2010 (the “Annual Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the nine-month period ended September 30, 2011 (the “Interim Financial Statements”) and unaudited financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income and cash flows as of and for the eleven-month period ended November 30, 2011 (the “Most Recent Financial Statements”) and together with the Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”), are included in the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such Financial Statements) and on that basis fairly present in all material respects the consolidated financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods indicated, subject, in the case of the Interim Financial Statements, to normal year-end adjustments (none of which will, individually or in the aggregate, be material) and the absence of notes (that, if presented, would not differ materially from those presented with the Audited Financial Statements) on the basis of presentation and using the specified accounting policies, principles and methodologies described in the notes thereto. The consolidated balance sheet of the Company as of December 31, 2010 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the consolidated balance sheet of the Company as of September 30, 2011 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.”
Financial Statements; No Liabilities. (a) True and complete copies of Seller’s unaudited financial statements of the Company and the Company’s Subsidiaries consisting of: the unaudited consolidated balance sheet of the Company and the Company’s Subsidiaries and the related unaudited consolidated income statement of such entities for the year ended December 31, 2017 (the “Annual Financial Statements”); and the unaudited consolidated balance sheet of the Company and the Company’s Subsidiaries and the related unaudited consolidated income statements of such entities as of and for the three (3)-month period ended March 31, 2018 (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”) are included in Section 3.6(a)(i) of the Seller Disclosure Schedule. Except as set forth in Section 3.6(a)(ii) of the Seller Disclosure Schedule, the Financial Statements have been prepared in accordance with GAAP applied on a consistent basis for the periods involved and fairly present in all material respects the consolidated financial condition as of the respective dates thereof and results of operations of the Company and the Company’s Subsidiaries for the respective periods indicated; provided, however, that the Financial Statements are unaudited, lack footnotes, and are subject, in the case of the Interim Financial Statements, to normal year-end adjustments (none of which, individually or in the aggregate, are expected to be material). The unaudited consolidated balance sheet of the Company and the Company’s Subsidiaries as of December 31, 2017 is referred to herein as the “2017 Balance Sheet” and the date thereof as the “2017 Balance Sheet Date” and the unaudited consolidated balance sheet of the Company and the Company’s Subsidiaries as of March 31, 2018 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”.
Financial Statements; No Liabilities. (a) Section 3.6 of the Seller Disclosure Schedule contains the unaudited balance sheets of the Acquired Companies as of the Balance Sheet Date, as well as the balance sheets and related unaudited statements of income for each of the years ended June 30, 2014, June 30, 2013, and June 30, 2012 (collectively the “Financial Statements”). Except as described in Section 3.6 of the Seller Disclosure Schedule, the Financial Statements (i) were prepared from the books and records of the Acquired Companies; (ii) fairly present in all material respects the financial condition of the Acquired Companies as of the respective dates indicated therein and results of operations of the Acquired Companies for the respective periods presented; and (iii) reflect the consistent application of accounting principles throughout the periods involved.
Financial Statements; No Liabilities. (a) The Reference Date Balance Sheet was prepared in accordance with GAAP. Except as clearly indicated on the face thereof, the Reference Date Balance Sheet reflects all assets and all Liabilities of the Business existing as of the date thereof which are required to be reflected in financial statements prepared in accordance with GAAP. The Reference Date Balance Sheet, fairly presents, in all material respects, the financial condition of the Business at the date of such Reference Date Balance Sheet. Except as reflected in the Reference Date Balance Sheet or as disclosed in Schedule 3.5(a) and Schedule 3.8(c), none of the Acquired Companies or NMT-US is in default with respect to any material Liabilities or obligations. Any Liabilities incurred or accrued subsequent to the date of the Reference Date Balance Sheet have been, or are being, paid, performed and discharged in the ordinary course as they become due, and all such Liabilities and obligations were incurred in the ordinary course of business consistent with the Acquired Companies' and NMT-US's past practice. All the books, records and accounts of the Acquired Companies are accurate and complete in all material respects, are in accordance with good business practice and all Laws applicable to the Acquired Companies and the conduct of their respective businesses and accurately present and reflect all of the transactions described therein. None of the Acquired Companies is engaged in any financing (including the incurring of any borrowing or any indebtedness in the nature of acceptances or acceptance credits) of a type which would not be required to be shown or reflected in the Reference Date Balance Sheet.
Financial Statements; No Liabilities. (a) Complete and accurate copies of the (i) audited consolidated financial statements consisting of the consolidated balance sheet of the Company as of December 31, 2012 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the year then ended (the “Audited Financial Statements”) and (ii) unaudited consolidated financial statements consisting of the consolidated balance sheet of the Company as of November 30, 2013 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the eleven-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) are set forth in Section 3.6(a) of the Company Disclosure Schedule. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be material in amount) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements were prepared from the Books and Records (which are complete and accurate in all material respects) of the Company, and fairly present, in all material respects, the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. No financial statements of any Person other than the Company are (A) required by GAAP to be included in the Financial Statements or (B) included in the Financial Statements.
Financial Statements; No Liabilities. (a) Complete and accurate copies of (i) the audited consolidated balance sheets of the Company as of January 2, 2010 and as of January 1, 2011 and the related audited consolidated statements of operations and cash flows for the years then ended (together with the notes thereto and related report of independent auditors, the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company as of December 31, 2011 and the related unaudited consolidated statements of operations and cash flows for the 12-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) are set forth on the Section 3.5(a) of the Company Disclosure Schedule. Except as set forth on Section 3.5(a) of the Company Disclosure Schedule, the Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby, subject, in the case of the Interim Financial Statements, to normal and immaterial year-end adjustments and the absence of footnotes. The Financial Statements were prepared from the Books and Records of the Company, and fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company as of and for the periods covered thereby.
Financial Statements; No Liabilities. (a) Attached to Section 3.6 of the Company Disclosure Letter are true and correct copies of the Financial Statements and the unaudited balance sheet of the Company as of March 31, 2019 (the “Interim Balance Sheet Date”), and the related unaudited statements of operations and comprehensive loss, statements of stockholders’ equity and statements of cash flows for the periods then ended (the “Interim Financial Statements”). The Financial Statements and the Interim Financial Statements (a) have been prepared from the Books and Records of the Company, (b) have been prepared in accordance with GAAP (except that the Interim Financial Statements do not contain footnotes and are subject to year-end adjustments) and (c) present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Company for the periods covered and as of the respective dates thereof.
Financial Statements; No Liabilities. (a) Parent has filed or furnished, as applicable, on a timely basis, all material forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act or the Securities Act since December 31, 2016, (the forms, statements, reports and documents filed with or furnished to the SEC since December 31, 2016 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Parent Reports”). Each of the Parent Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Parent Reports.
Financial Statements; No Liabilities. Seller's audited financial statements as to the Seller, dated as of October 25, 1998, a copy of which has been provided to Purchaser, were prepared in accordance with GAAP applied on a basis consistent with Seller's past practice, and present fairly the financial condition of the Seller as of that date. Also provided to Purchaser are Seller's unaudited internally prepared financial statements with respect to the Business, dated as of October 31, 1999 and April 16, 2000, which were prepared in a manner consistent with Seller's past practice and present fairly in all material respects the financial condition of the Business as of October 31, 1999, subject to normal year-end adjustments which are not expected to be material in amount, and April 16, 2000. Except as disclosed on Schedule 3.8, Seller is not, as of the date hereof, and will not be, as of the Closing Date, subject to any liability, known or unknown, absolute or contingent, accrued or unaccrued, asserted or unasserted or otherwise, that is related to the Business and which should be reflected in the financial statements which is not so reflected or that was not incurred in the ordinary course of the Business since the date thereof (none of which results from, arises out of, relates to, is in the nature of or was caused by any breach of contract, breach of warranty, tort,infringement or violation of Law).
Financial Statements; No Liabilities. (a) Schedule 4.5(a) sets forth the (i) audited consolidated financial statements of Tap Rock I Subject Company and its Subsidiaries as of and for the fiscal year ended December 31, 2022 (the “Balance Sheet Date”), together with all related notes thereto and accompanied by reports thereon of Tap Rock I Subject Company’s independent auditor, (ii) unaudited balance sheets, income statements, statements of cash flows and members’ equity of Tap Rock I Subject Company and its Subsidiaries as of March 31, 2023, together with all related notes thereto (collectively with the statements described in the preceding clause (i), the “Tap Rock I Financial Statements”), (iii) audited consolidated financial statements of Tap Rock II Subject Company and its Subsidiaries as of and for the fiscal year ended on the Balance Sheet Date, together with all related notes thereto and accompanied by reports thereon of Tap Rock II Subject Company’s independent auditor, (iv) unaudited balance sheets, income statements, statements of cash flows and members’ equity of Tap Rock II Subject Company and its Subsidiaries as of March 31, 2023, together with all related notes thereto (the “Tap Rock II Interim Financial Statements” and, collectively with the statements described in the preceding clause (iii), the “Tap Rock II Financial Statements”, and together with the Tap Rock I Financial Statements, the “Company Financial Statements”). The applicable Company Financial Statements (w) has been prepared in accordance with the Accounting Principles consistently applied by the applicable Company Group, with the exception of the Tap Rock II Interim Financial Statements, as such financial statements do not include notes to the financial statements, (x) was derived from the books and records of Tap Rock I Subject Company or Tap Rock II Subject Company, as applicable, which books and records are accurate and complete in all material respects, and (y) presents fairly, in all material respects, the financial position, results of operations and cash flows of the applicable Companies as of the indicated dates and for the periods indicated therein.
