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.
(b) The Company has no Liabilities except (i) those which are adequately reflected or reserved against in the Financial Statements, and (ii) those which have been incurred in the ordinary course of business consistent with past practice since December 31, 2012 and which are not, individually or in the aggregate, material in amount. There are no Liens on any capital stock (or other equity interests), assets or properties of the Company. The Company has no liabilities that would be considered “off-balance-sheet” for GAAP purposes, including operating leases or guarantees of debt.
(c) The Company is not aware of any claims that would require the Company to incur costs under its various indemnification agreement...
Financial Statements; No Liabilities. The audited consolidated financial statements of the Company and its subsidiaries as of and for the fiscal year ended December 31, 2003, true and correct copies of which have been delivered to Subscriber) (the "Financial Statements"), have been prepared in accordance with (i) the books of account and other financial records of the Company and its subsidiaries and (ii) generally accepted accounting principles of the Republic of Italy ("Italian GAAP"), consistently applied, during the periods involved (except as may be otherwise indicated in the Financial Statements or the report and notes related thereto). The Financial Statements fairly present in all material respects in accordance with such books and records and Italian GAAP the consolidated financial position of the Company and its subsidiaries as of the dates thereof. There are no material liabilities of the Company or any of its subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with Italian GAAP, other than liabilities (i) reflected or reserved against on the Financial Statements or the notes thereto, or (ii) incurred since December 31, 2003 in the ordinary course of business of the Company and its subsidiaries. The Company has delivered to Subscriber true and complete copies of the unaudited consolidated financial statements of the Company and its subsidiaries as of and for the nine months ended September 30, 2004. Such consolidated financial statements (i) have been prepared in accordance with (x) the books of account and other financial records of the Company and its subsidiaries and (y) Italian GAAP consistently applied, during the periods involved, and (ii) fairly present in all material respects in accordance with such books and records and Italian GAAP the consolidated financial position of the Company and its subsidiaries as of the dates thereof (except for the absence of notes thereto and normal year-end adjustments). There are no material liabilities of the Company or any of its subsidiaries of a nature required to be reflected on a balance sheet prepared in accordance with Italian GAAP, other than liabilities (i) reflected or reserved against on the Financial Statements or the notes thereto, or (ii) incurred since September 30, 2004 in the ordinary course of business of the Company and its subsidiaries.
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.
(b) The Acquired Companies have no material obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than (i) those set forth or adequately provided for in the Financial Statements; (ii) those not required to be reflected in the liabilities column of a balance sheet prepared in accordance with GAAP; (iii) those incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date; and (iv) those incurred pursuant to or in connection with the execution, delivery or performance of this Agreement.
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.
(b) Since the Reference Date, there has been (i) no change in the financial condition, results of operations, assets, Liabilities or business of the Business, which has had or could reasonably be expected to have a Material Adverse Effect; (ii) no damage, destruction or loss (whether or not covered by insurance) which has had or could reasonably be expected to have a Material Adverse Effect; (iii) no labor trouble which has had or could reasonably be expected to have a Material Adverse Effect; (iv) no sale or transfer of any Assets, except sales in the ordinary course of business consistent with the Acquired Companies' and NMT-US's past practice; (v) no imposition of any material Lien, or claim upon any of the Shares or Assets and any current year Lien with respect to personal or real property Taxes ...
Financial Statements; No Liabilities. (a) Buyer's Financial Statements have been prepared from, are in accordance with and accurately reflect, the books and records of Buyer, and have been prepared in accordance with United Kingdom Accounting Standards and applicable Law applied on a consistent basis during the periods involved (except as may be stated in the notes thereto), and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Buyer as of the times and for the periods referred to therein (subject, in the case of unaudited statements, to normally recurring year-end audit adjustments which are not material either individually or in the aggregate). True, correct and complete copies of Buyer's Financial Statements have been provided to the Company.
(b) Norilsk Nickel's Financial Statements have been prepared from, are in accordance with, and accurately reflect, the books and records of Norilsk Nickel and its subsidiaries, comply in all material respects and have been prepared in accordance with International Accounting Standards (I.A.S.) applied on a consistent basis during the periods involved (except as may be stated in the notes thereto), and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of Norilsk Nickel and its subsidiaries as of the times and for the periods referred to therein. True, correct and complete copies of Norilsk Nickel's Financial Statements have been provided to the Company.
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.
(b) Except for the Liabilities: (i) reflected or reserved against on the Interim Financial Statements, (ii) incurred since the date of the Interim Financial Statements in the Xxxxxxxx Xxxxxx, (xxx) incurred in connection with the execution of this Agreement or (iv) set forth on Section 3.6(b) of the Company Disclosure Letter, the Company does not have any Liabilities of any nature that would be required to be set forth on a balance sheet prepared in accordance with GAAP.
(c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that, in all material respects: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of Financial Statements in conformity with GAAP and to maintain asset accountability, (iii) access to Assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for Assets is compared with the existing Assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company’s internal control over financial reporting is effective in all material respects.
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.
(b) Parent is in compliance in all respects with the applicable listing and corporate governance rules and regulations of the NASDAQ.
(c) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that, in all material respects: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of Parent’s financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to Assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for Assets is compared with the existing Assets at reasonable intervals and appropriate action is taken with respect to any differences.
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) The Parent has delivered to the Seller true and complete copies of its audited balance sheets as of, and the statements of results of operations, cash flows and changes in shareholders’ equity for the years ended September 30, 2010 and September 30, 2009 (the “Parent Financial Statements”). To the best of Parent’s Knowledge, the Parent Financial Statements are true and correct in all material respects and present fairly the financial position of the Parent as of the respective dates indicated and the results of operations for the respective periods indicated, having been prepared in conformity with GAAP (as hereinafter defined) applied on a consistent basis.
(b) The Parent does not have any Liabilities or obligations (whether accrued, absolute, contingent, known, unknown or otherwise, and whether or not of a nature required to be reflected or reserved against in a balance sheet in accordance with GAAP).
Financial Statements; No Liabilities. 4.6.1 The Company has delivered to the Investors its audited financial statements as of and for the fiscal year ended December 31, 2013, a copy of which is attached hereto as Exhibit 4.6.1(a) and its unaudited balance sheet and profit and loss statement as of June 30, 2014, a copy of which is attached hereto as Exhibit 4.6.1(b) (collectively, the “Financial Statements”). The Financial Statements (i) are accurate and complete in all material respects; (ii) are consistent with the books and records of the Company (which, in turn, are accurate and complete in all material respects); (iii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated; and (iv) presents fairly and accurately the financial condition, results of operations, shareholders’ equity and cash flow of the Company as of the dates and for the periods referred to therein, subject to normal year-end adjustments, none of which would be material, individually or in the aggregate, and the absence of notes. 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.
4.6.2 Except as set forth in the Financial Statements and except as set forth in Section 4.6.2 of the Disclosure Schedule, the Company has no liabilities, debt or obligations, contingent or otherwise, and the Company is not a guarantor or indemnitor of any indebtedness, obligation or liability of any other individual, corporation, partnership, joint venture, trust, any other corporate entity and any unincorporated association or organization or any other Person.
4.6.3 The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles in Israel. Since the date of incorporation of the Company, there has been no change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company. No audit firm has ever declined or indicated its inability to issue an opinion with respect to any financial statements of the Company. The Company has at all times (i) made and kept accurate books and records and (ii) maintained, enforced and complied with internal accounting controls that have at all times provided reasonable assuran...
