Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Set forth in Schedule 4.4(a) are: (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2019 and the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2018; (ii) the related unaudited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2019 and the related audited statements of operations, shareholders’ equity, and cash flows, for the year ended December 31, 2018, respectively; (iii) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2020 (the “Interim Balance Sheet”); and (iv) the related unaudited statements of operations, shareholders’ equity, and cash flows for the six (6) months ended June 30, 2020 (the foregoing financial statements, collectively, the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company and its Subsidiaries in accordance with GAAP, consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, the financial condition and results of operations of the Company and its Subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited 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 footnotes. The books and records of the Company and its Subsidiaries are correct in all material respects, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company or its applicable Subsidiary. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the Company’s Financial Statements.
Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company has delivered to Parent and Merger Subs true and complete copies of the following financial statements (collectively, the “Company Financial Statements”):
Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Company has Made Available: (i) the consolidated audited balance sheet of the Company and its consolidated Subsidiaries at December 31, 2010, and the related statements of operations and cash flows for the year ended December 31, 2010 (such audited financial statements, together with the notes thereto, the “Audited Financial Statements”); and
Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Seller has delivered to Buyer copies of (i) the unaudited balance sheet for each Acquired Company as of March 31, 2019, and the related unaudited income statements for the twelve (12)-month period then ended and (ii) the unaudited balance sheet of each Acquired Company as of December 31, 2019 and the related unaudited income statements for the nine-month period then ended (collectively, the “Financial Statements”).
Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Section 2.05(a) of the Disclosure Schedule sets forth true and complete copies of (i) the unaudited consolidated balance sheet of the Business as of June 30, 2013 (the “Latest Balance Sheet”) and the related statement of income for the six-month period then ended and (ii) the unaudited consolidated balance sheets of the Business as of December 31, 2011 and 2012, and the related unaudited consolidated statements of income (collectively, the “Financial Statements”).
Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) The Seller has made available the Financial Statements to the Buyer.
Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Attached to Schedule 3.5(a) are the following financial statements (collectively, the “Financial Statements”): (i) the audited consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income and consolidated statements of cash flows of the Company and the Company Subsidiaries for the fiscal years ended December 31, 2014, 2013 and 2012, and (ii) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of May 31, 2015 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations for the five months ended on such Balance Sheet Date. The Financial Statements presented fairly in all material respects the financial condition and operating results of the Company and the Company Subsidiaries as of the respective dates thereof, and for the periods indicated therein, in conformity with GAAP (except, in the case of unaudited Financial Statements, for the absence of footnotes and year-end adjustments). Except as set forth on Schedule 3.5(a) or as otherwise noted therein, the Financial Statements were prepared in accordance with GAAP in all material respects on a consistent basis throughout the periods indicated (except, in the case of any unaudited Financial Statements, for the absence of footnotes and year-end adjustments) and are based on the financial books and records of the Company and the Company Subsidiaries that are complete and accurate in all material respects.
Financial Statements; No Undisclosed Liabilities; Indebtedness. Section 3.7.1 The Company has made available to Parent (a) the audited financial statements for the Company for the fiscal years ended December 31, 2014, December 31, 2013 and December 31, 2012 (and including, as applicable, the notes thereto and the reports of the auditors thereon, the “Audited Financials”), (b) the unaudited consolidated balance sheet of the Company as of September 30, 2015 (the “Interim Balance Sheet”) and (c) the unaudited consolidated statements of income and cash flows of the Company for the nine months ended September 30, 2015 (together with the Interim Balance Sheet, the “Unaudited Financial Statements” and together with the Audited Financials, the “Company Financial Statements”).
Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Schedule 4.6(a) sets forth the following financial statements (collectively, the “Financial Statements”) of the Company: (i) audited balance sheets of the Company as of January 31, 2012 (the “Most Recent Balance Sheet”), April 30, 2011, April 30, 2010, and October 6, 2009; (ii) audited statements of income and retained earnings and statements of cash flows of the Company for the fiscal year ending April 30, 2011 and for the periods from (A) May 1, 2011 through January 31, 2012, (B) October 7, 2009 through April 30, 2010, and (C) May 1, 2009 through October 6, 2009. The Financial Statements have been prepared in accordance with the books and records of the Company and in accordance with GAAP on a consistent basis, and all Financial Statements fairly present in all material respects the consolidated financial position of the Company, and the consolidated results of operations and cash flows of the Company, as of the indicated dates and for the indicated periods.
Financial Statements; No Undisclosed Liabilities; Indebtedness. (a) Schedule 3.6(a) constitutes true and correct copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries at September 28, 2001 and September 27, 2002 and the related audited consolidated statements of operations and retained earnings and of cash flows for each of the fiscal years ended September 28, 2001 and September 27, 2002, including the notes, if any, thereto; and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries at July 4, 2003 (the "LATEST BALANCE SHEET"), together with the related unaudited consolidated statements of operations and of cash flows for the nine-month period ended July 4, 2003, including the notes, if any, thereto. The foregoing audited and unaudited financial statements (including the related notes, if any, thereto) are collectively referred to herein as the "COMPANY FINANCIAL STATEMENTS." The Company Financial Statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries, as applicable, in each case on a consolidated basis as of the respective dates of and for the respective periods reflected in such Company Financial Statements in conformity with GAAP consistently applied except, with respect to interim statements, for customary year-end adjustments (which individually and in the aggregate, are not expected to be material to the Company Financial Statements).
