Financial Statements; No Material Changes. (a) The Company has heretofore furnished the Purchaser with unaudited combined balance sheets of Cardinal and Affiliate for the years ended December 31, 1995, December 31, 1996 and December 31, 1997, together with related combined statements of income, retained earnings and cash flows and related supplementary information for each of the Florida and New Jersey operations and for the Florida and New Jersey operations combined for the fiscal years then ended (the "FINANCIAL STATEMENTS"). The Financial Statements fairly present in all material respects the financial position of each of Cardinal and Affiliate at the respective dates thereof, and the results of the operations and cash flows of each of Cardinal and Affiliate for the respective periods indicated. The Financial Statements of each of Cardinal and Affiliate dated December 31, 1997, is hereinafter referred to as the "BALANCE SHEET" and December 31, 1997, is hereinafter referred to as the "BALANCE SHEET DATE."
Financial Statements; No Material Changes. (a) The Audited Financial Statements of the Company, dated December 31, 1999, are hereinafter referred to as the "Financial Statements" and December 31, 1999 is hereinafter referred to as the "Financial Statement Date". The Financial Statements are set forth on Schedule 3.7(a). The Financial Statements fairly present in all material respects the financial position of the Company at the date thereof.
Financial Statements; No Material Changes. (a) The Acquiror has heretofore furnished the Company and Shareholders' Representative with (i) the individual financial statements for the Domestic Businesses for the years ended 1993-1996 and for the five months ended May 31, 1997 attached hereto as EXHIBIT G and (ii) the consolidated balance sheets of the Domestic Businesses as of December 31, 1996 and 1995, and the related consolidated statements of income and retained earnings for the years or periods then ended, prepared by management of the Acquiror attached hereto as Exhibit H (such consolidated financial statements of the Domestic Businesses are hereinafter referred to as the "DOMESTIC BUSINESSES UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS"). The Domestic Businesses Unaudited Consolidated Financial Statements, except as indicated therein, have been prepared in accordance with GAAP consistently followed throughout the periods indicated. Except as indicated in the notes thereto, the Domestic Businesses Unaudited Consolidated Financial Statements fairly present the financial condition of the Domestic Businesses as a unified group at the respective dates thereof and, the related statements of income and retained earnings and cash flows fairly present the results of the operations of the Domestic Businesses and the changes in its financial position for the respective periods indicated. Since December 31, 1996 (the "DOMESTIC BUSINESSES BALANCE SHEET DATE"), except as permitted by the terms of this Agreement or the Distribution Agreement, there has been no (i) change that has or could reasonably be expected to have a Material Adverse Effect on the Domestic Businesses and no fact or condition exists or is contemplated or is threatened that could reasonably be expected to cause such a change in the future except as set forth in Section 7.3(a) and except for the possible termination or non-renewal of existing MARAD contracts or (ii) material damage, destruction or loss to any asset or property, tangible or intangible, of the Domestic Businesses which materially affects the ability of the Domestic Businesses to conduct their respective businesses.
Financial Statements; No Material Changes. (a) The Company has heretofore furnished the Purchaser with xxxxxxx- dated audited balance sheets of Arcon Holdings and the Company and audited balance sheets of the Company as of October 31, 1994, and October 31, 1995, respectively, together with related consolidated statements of operation, stockholders' equity and cash flows for the periods then ended, together with the report of Price Waterhouse LLP (collectively, the "Audited Statements"). The Audited Statements, including the footnotes thereto, have been prepared in accordance with generally accepted accounting principles consistently applied by the Companies throughout the periods indicated ("GAAP") and fairly present in all material respects the consolidated financial position of the Companies and the financial position of the Company, as applicable, at the respective dates thereof, and the consolidated results of the operations and cash flows of the Companies and the results of operations and cash flows of the Company for the respective periods indicated.
Financial Statements; No Material Changes. (a) The Company has furnished the Purchaser with true and complete copies of the unaudited balance sheet of the Company as of December 31, 1999 (the "Balance Sheet") and the related statement of income for the year then ended (collectively, the "Annual Financial Statements"). The Company also has furnished the Purchaser with true and complete copies of the unaudited balance sheet and statement of income for the Company for the one-month period ending January 31, 2000 and the one-month period ending February 29, 2000, each of which was prepared on a basis consistent with the corresponding Annual Financial Statements; further, on or before the tenth day of each calendar month after the date of this Agreement, the Company will use its best efforts to provide the Purchaser with an unaudited balance sheet and statement of income for the Company for each such calendar month, each of which will be prepared on a basis consistent with the corresponding Annual Financial Statements (the "Interim Financial Statements," and together with the Annual Financial Statements, the "Financial Statements"). The Financials Statements have been prepared in accordance with generally accepted accounting principles (GAAP) consistently applied throughout the periods indicated (except that the Financial Statements do not contain footnotes), and are correct, complete, and consistent with the Company's books and records (which are correct and complete), except that the Interim Financial Statements are subject to normal, recurring adjustments (which will not be material, individually or in the aggregate). The balance sheets furnished pursuant to this Section 2.6 fairly present the financial condition of the Company at the respective dates thereof, and reflect all claims against and debts and liabilities of the Company, fixed or contingent, as at the respective dates thereof (including the Company management's reasonable estimate in accordance with GAAP of any unliquidated liability required by GAAP to be reflected thereon); and the related statements of income, shareholders' equity and cash flows fairly present the results of the operations of the Company and the changes in financial position for the periods indicated. There are no transactions between the Company and any Shareholder (or any affiliate thereof) which are not reflected in the Financial Statements or on Schedule 2.6 or Schedule 2.12.
Financial Statements; No Material Changes. (a) Continental has heretofore furnished the Purchasers with balance sheets of the various Companies as of September 30, 1993 and September 30, 1994, together with (unless otherwise noted on Schedule 3.5 attached hereto) related consolidated statements of operation, stockholders' equity and cash flows for the periods then ended, all as set forth on Schedule 3.5 attached hereto (collectively, the "Compiled Statements"). The Compiled Statements, including, where prepared, the footnotes thereto, have been prepared in a manner consistent with the Audited Statements and fairly present in all material respects the financial position of the Companies at the respective dates thereof, and the results of the operations and cash flows of the Companies for the respective periods indicated.
Financial Statements; No Material Changes. (a) Holdings has heretofore furnished the Seller with an unaudited consolidated balance sheet (the "Holdings Balance Sheet") of Holdings and its subsidiaries as of September 21, 1995, together with related unaudited consolidated statements of operation and cash flows for the period then ended. Such financial statements fairly present in all material respects the financial position of Holdings and its subsidiaries at the date thereof, and the results of the operations and cash flows of Holdings and its subsidiaries for the period indicated.
Financial Statements; No Material Changes. The audited and certified financial reports of each Borrower with respect to such Borrower or the Portfolios of such Borrower previously furnished to the Bank, setting forth the investments of such Borrower or its Portfolios, a statement of assets and liabilities as of the date of such report and a statement of operations and a statement of changes in net assets of such Borrower or its Portfolios for the period then ended, are complete and correct in all material respects, and fairly present the financial condition of such Borrower or its Portfolios as of such date and the results of the operations of such Borrower or its Portfolios for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. Since the date of each of such reports, there has been no change in the assets, liabilities, business, condition (financial or otherwise) or results of operations of such Borrower or its Portfolios, that have been, in any case or in the aggregate, materially adverse.
Financial Statements; No Material Changes. (a) The Sellers have heretofore furnished the Purchasers with (i) consolidated audited balance sheets of the Partnerships as of December 31, 1993, and December 31, 1994 (the "1993 and 1994 Balance Sheets"), together with related statements of operations and partners' capital and cash flows for the years then ended, all certified by Deloitte & Touche and (ii) an unaudited consolidated balance sheet (the "Balance Sheet") of the Partnerships as at June 30, 1995, together with related statements of operations and partners' capital and cash flows for the six months ended on such date. Except as set forth on Schedule 4.4, the 1993 and 1994 Balance Sheets and the respective related statements of operations and partners' capital and cash flows have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied by the Partnerships throughout the periods indicated and fairly present in all material respects the financial condition of the Partnerships for the periods indicated, and the results of the operations of the Partnerships and cash flows for the periods indicated. The Balance Sheet and the related statements of operations and partners' capital and cash flows have been prepared in accordance with accounting principles consistently applied by the Partnerships throughout the period indicated and fairly present in all material respects the financial condition of the Partnerships for the period indicated, and the results of the operations of the Partnerships and cash flows for the period indicated.
Financial Statements; No Material Changes. The Annual Report of the Borrower as of March 31, 1993, setting forth the Portfolio of Investments of the Borrower and a Statement of Assets and Liabilities as of the date of such Report, and Statement of Operations, Cash Flows and Changes in Net Assets of the Borrower for the period then ended, certified by Deloitte & Touche, and the Quarterly Report of the Borrower as of June 30, 1993, setting forth the Portfolio of Investments of the Borrower as of the date of such report, certified by management of the Borrower, copies of each f which have been furnished to the Bank, are complete and correct; and said Annual Report fairly presents the financial condition of the Borrower as of its date and the results of the operations of the Borrower for the period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. Since March 31, 1993, there has been no change in the assets, liabilities, business, condition (financial or otherwise) or results of operations of the Borrower, that have been, in any case or in the aggregate, materially adverse.
