Financial Statements; Obligations. The Company and each Shareholder represents and warrants to Buyer as follows: The Company has delivered to Buyer (a) balance sheets and statements of operations, Shareholder' equity and cash flows of the Company at and for the fiscal years ended 2005 and 2006, and accompanying notes, and (b) unaudited balance sheets and unaudited statements of operations and cash flows of the Company at and for the one (1) month ended January 31, 2007. All the foregoing financial statements (including the notes thereto) are referred to as the "Financial Statements". The Financial Statements have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, and present fairly the financial position, results of operations and changes in financial position of the Company at the dates and for the periods indicated, subject, in the case of the unaudited financial statements, to normal recurring period-end adjustments. The Company has no liabilities or obligations of any nature (absolute, accrued or contingent) that are not fully reflected or reserved against in the Closing Balance Sheet, as prescribed by GAAP and the Financial Accounting Standards Board, except liabilities or obligations incurred since the date of the Closing Balance Sheet in the ordinary course of business and consistent with past practice. The Company maintains and will continue to maintain standard systems of accounting established and administered in accordance with GAAP. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other person or entity. Disclosure Schedule 3.6 sets forth all promissory notes, loans, lines of credits or similar obligations pursuant to which the Company is an obligor, together with all the amounts owed by the Company under such obligations, as of the Closing, and all liabilities under real property and equipment leases of the Company (the "Operating Liabilities").
Financial Statements; Obligations. 10 3.7 Absence of Certain Changes or Events.................................................................... 11 3.8 Taxes................................................................................................... 12 3.9 Property................................................................................................ 12 3.10 Contracts............................................................................................... 13 3.11
Financial Statements; Obligations. Buyer represents and warrants that any financial statements provided to the Company or to any Shareholder (referred to as the "Financial Statements") have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, and present fairly the financial position, results of operations and changes in financial position of the Buyer at the dates and for the periods indicated, subject, in the case of the unaudited financial statements, to normal recurring period-end adjustments. Buyer has no liabilities or obligations of any nature (absolute, accrued or contingent) that are not fully reflected or reserved against in the Financial Statements, as prescribed by GAAP and the Financial Accounting Standards Board, except liabilities or obligations incurred in the ordinary course of business and consistent with past practice.
Financial Statements; Obligations. (a) The Companies have furnished true and correct copies of (i) the audited balance sheets of Two S as of December 31, 2001 and 2000, and the related statements of operations, shareholders' equity and cash flows for the years then ended, including the notes thereto, (ii) the audited consolidated balance sheets of Superior I and Superior Management as of December 31, 2001 and 2000 and the related consolidated statements of operations and comprehensive loss, members' deficit and cash flows for the years then ended, including the notes thereto, (iii) the audited balance sheets of Superior II as of December 31, 2001 and 2000 and the related statements of operations, members' deficit and cash flows for the year ended December 31, 2001, including the notes thereto, (iv) the unaudited balance sheets of Superior Woodbury as of December 31, 2001 and 2000 and the related statements of operations for the years then ended and (v) the unaudited balance sheets of Three S as of December 31, 2001 and 2000 and the related statements of operations and cash flows for the years then ended and (vi) the unaudited balance sheets of each of the Companies at November 30, 2002 (the "Interim Balance Sheets") and the related statements of operations for the eleven-month period ended November 30, 2002 (collectively, the "Financial Statements"). To the Knowledge of the Companies, the Financial Statements have been prepared in accordance with GAAP, applied by the Companies on a consistent basis throughout the periods covered thereby, and present fairly the financial condition of the Companies, taken as a whole, (in the case of Superior I, consolidated with Superior Management except with respect to the interim financial statements) as of their respective dates and the results of their operations for the periods covered thereby subject, in the case of interim financial statements, to year-end adjustments (which will not, in the aggregate, be material in amount or effect to the Companies, taken as a whole) and the lack of footnotes and other required presentation items.
Financial Statements; Obligations. (a) The Company has delivered to Buyer: (i) an unaudited balance sheet and statement of operations of the Company as of and for the fiscal year ended December 31, 2006, together with the compilation report thereon of the Company's accounting firm, Accounting Acumen, P.C., (ii) an unaudited balance sheet and statement of operations of the Company as of and for the nine month period ended September 30, 2007, together with the compilation report thereon of the Company's accounting firm, Accounting Acumen, P.C., and (iii) an unaudited balance sheet as of September 30, 2007 (such date being the "Balance Sheet Date"). All the foregoing financial statements are attached as Exhibit 3.6 hereto and are herein referred to as the "Financial Statements." The balance sheet of the Company as of the Balance Sheet Date is herein referred to as the "Company Balance Sheet." The Financial Statements have been prepared from internal-use financial statements, as adjusted for revenue and expense accrual basis recognition, specifically (i) set-up fees have been deferred and recognized as revenue ratably over the expected life of the customer, (ii) initial fees paid by customers have been recognized as revenue in the first full month of service, and (iii) pre-billed amounts have been recognized as revenue in the month of service and (iv) expenses have been recorded in the month incurred (the items set forth in (i) through (iv) are the "Agreed GAAP Adjustments") , such that the financial statements are in conformity with the Agreed GAAP Adjustments consistently applied and fairly present, in all material respects, the financial position, results of operations and changes in financial position of the Company as of the dates and for the periods indicated. All accounts receivables reflected in the Financial Statements and all accounts receivable arising subsequent to the date of the Company Balance Sheet arose in the ordinary course of business and are payable on ordinary trade terms.
Financial Statements; Obligations. 7 3.7 Action by Xxxxx Xxxxxxx.............................................................8 3.8
Financial Statements; Obligations. The Company has delivered to Buyer (a) balance sheets and statements of operations, shareholders' equity and cash flows of the Parent at and for the fiscal years ended June 30, 1998, 1999, and accompanying notes, audited by BDO Xxxxxxx, independent auditors and certified public accountants, and (b) unaudited balance sheets and unaudited statements of operations and cash flows of the Parent at and for the six month period ended December 31, 1999. All the foregoing financial statements (including the notes thereto) are referred to as the "FINANCIAL STATEMENTS". The Financial Statements have been prepared in conformity with GAAP consistently applied throughout the periods covered, except as may be indicated in the notes thereto, and present fairly the financial position, results of operations and changes in financial position of the Parent at the dates and for the periods indicated, subject, in the case of the unaudited financial statements, to normal recurring period-end adjustments. To the knowledge of Xxxxx Xxxxxxx, the Company has no liabilities or obligations of any nature (absolute, accrued or contingent) that are not fully reflected or reserved against in the Balance Sheet, as prescribed by GAAP and the Financial Accounting Standards Board, except liabilities or obligations incurred since the date of the Balance Sheet in the ordinary course of business and consistent with past practice. The Company maintains and will continue to maintain standard systems of accounting established and administered in accordance with GAAP. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other Person.
Financial Statements; Obligations. The Company and the Seller have delivered to Buyer (a) audited balance sheets and statements of operations and each Seller's equity in the Company at and for the fiscal years ended December 31, 2000, December 31, 2001, and December 31, 2002, and accompanying notes and (b) compiled balance sheets and statements of operations and each Seller's equity in the Company at and for the 6 month period ended June 30, 2003. All the foregoing financial statements (including the notes thereto) are referred to as the "Financial Statements" and such Financial Statements are attached hereto as Disclosure Schedule 3.6. The Financial Statements have been prepared in conformity with GAAP consistently applied throughout the periods covered and present fairly the financial position and results of operations of the Company at the dates and for the periods indicated. The Company has no liabilities or obligations of any nature (absolute, accrued or contingent) that are not fully reflected or reserved against in the Balance Sheet, as prescribed by GAAP and the Financial Accounting Standards Board, except liabilities or obligations set forth on Disclosure Schedule 3.6 and those incurred since the date of the Balance Sheet in the ordinary course of business and consistent with past practice. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other Person. Disclosure Schedule 3.6 sets forth all Third Party Debt, together with all the amounts owed by the Company thereunder, as of the Closing. Disclosure Schedule 3.6 sets forth all indebtedness and other obligations of the Seller relating to the Company, together with all the amounts owed by the Seller in respect thereof, as of the Closing.
Financial Statements; Obligations. (a) The Company has delivered to Buyer (a) unaudited balance sheets and statements of operations, shareholder's equity and cash flows of the Company at and for the fiscal years ended December 31, 2000, 1999 and 1998, and (b) unaudited balance sheets and statements of operations and cash flows of the Company at and for the period ended April 30, 2001. All the foregoing financial statements (including the notes thereto) are referred to as the "Financial Statements." The Financial Statements have been prepared from the Books and Records of the Company and in conformity with GAAP applied on a basis consistent with the Accounting Principles throughout the periods covered (except as may be indicated in the notes thereto), and present fairly in all material respects the financial position of the Company at the dates and for the periods indicated, and solely with respect to the April 30, 2001 Financial Statements, subject to normal recurring period-end adjustments (which, from April 30, 2001, in the aggregate, will not be material in amount or effect).
Financial Statements; Obligations. (a) Set forth in Section 4.7 of the Schedule of Exceptions are: (i) the audited consolidated balance sheets of Morningstar and its subsidiaries at December 31, 1999, 2000 and 2001 and the consolidated statements of earnings, members' equity and cash flow of Morningstar and its subsidiaries for the each of the fiscal years then ended, including the notes thereto and (ii) the unaudited consolidated balance sheet of Morningstar and its subsidiaries at March 31, 2002 (the "Interim Balance Sheet") and the consolidated statements of earnings, members' equity and cash flow of Morningstar and its subsidiaries for the three-month period ended March 31, 2002 (collectively, the "Financial Statements"). The Financial Statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered and present fairly the consolidated financial condition and the results of operations, changes in members' equity and cash flow of Morningstar and its subsidiaries at the respective dates of and for the periods referred to in such Financial Statements, subject in the case of interim financial statements to the absence of footnotes and to normal recurring period-end adjustments (which will not, individually or in the aggregate, be material in amount or effect).
