Financial Statements of Buyer. Buyer has furnished or made available to Seller consolidated financial statements of Buyer consisting of the consolidated balance sheets as of December 31 for each of the years 2017 and 2018 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three years ended December 31, 2018 (the “Buyer Balance Sheet Date”), including accompanying notes and the report thereon of Ernst & Young LLP dated March 1, 2019, as included in Buyer’s Annual Report on Form 10-K for the year ended December 31, 2018 and the unaudited consolidated balance sheets as of March 31, 2019 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three months then ended, as reported in Buyer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (collectively, all of such consolidated financial statements are referred to as the “Buyer Financial Statements”). The Buyer Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 00-X, XXXX, or rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Buyer and the Buyer Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).
Financial Statements of Buyer. As soon as is reasonably practicable following the date hereof and in any event not later than three (3) Business Days after their preparation in final form and, in the case of clause (a) below, no later than April 23, 1999, Buyer shall cause to be delivered to Sellers, at the cost and expense of Buyer, each of the following:
(a) The unaudited consolidated balance sheet of the Buyer as of March 31, 1999 and the related statements of earnings, stockholders' equity and cash flows for the quarter then ended; and
(b) Such additional unaudited financial statements of the Buyer as are prepared prior to the Closing Date. Buyer shall cause all financial statements (including the notes thereto) referred to in this Section 5.13.2 to be prepared in accordance with GAAP consistently applied throughout the periods specified therein, and to present fairly in all material respects, the consolidated financial position and results of operations of Buyer for the periods specified therein, subject in the case of financial statements for interim periods to an absence of footnotes and to normal year-end audit adjustments which will not in the aggregate be material.
Financial Statements of Buyer. Buyer has furnished to Seller consolidated financial statements of Buyer consisting of the consolidated balance sheets as of December 31 for each of the years 2003, 2002 and 2001, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for the three years ended December 31, 2003 (the “Buyer Balance Sheet Date”), including accompanying notes and the report thereon of Ernst & Young LLP (collectively, all of such consolidated financial statements are referred to as the “Buyer Financial Statements”). The Buyer Financial Statements were prepared in conformity with GAAP applied on a consistent basis and present fairly, in all material respects, the consolidated financial condition of Buyer at the dates, and the consolidated results of operations and cash flows for the periods, stated therein; subject, in the case of the interim financial statements, to normal year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Buyer and the absence of full footnotes.
Financial Statements of Buyer. Prior to Closing Buyer will file an Annual Report (the "VISTA 1995 Annual Report") on Form 10-K for its fiscal year ended December 31, 1995. The financial statements included in or incorporated by reference into the VISTA 1995 Annual Report (including the related notes and schedules) will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, will present fairly the financial condition of Buyer and its Subsidiaries as of the indicated dates and the results of operations of Buyer and its Subsidiaries for the indicated periods, will be correct and complete in all respects, and will be consistent with the books and records of Buyer and its Subsidiaries. The Vista 1995 Annual Report will have complied with the Securities Exchange Act in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Buyer will have delivered to SGI a correct and complete copy of the Vista 1995 Annual Report (together with all exhibits and schedules thereto) for inclusion in the Definitive SGI Information Materials.
Financial Statements of Buyer. (a) BUYER has delivered to SELLER the balance sheets of BUYER as of September 30, 1999 and September 30, 1998 and the related statements of income, member's equity and cash flows for the fiscal years then ended, and the March 31, 2000 balance sheet of BUYER and the related statements of income, member's equity and cash flows for the period from September 30, 1999 to March 31, 2000.
(b) The financial statements referred to in Section 7.7(a) above fairly present the financial position, results of operation and cash flows of BUYER as and at the relevant dates thereof and for the periods covered thereby in accordance with GAAP.
(c) Except as set forth in the March 31, 2000 balance sheet or in the Schedules hereto, BUYER has no liabilities or obligations, direct or contingent, accrued or otherwise, of a nature customarily reflected in financial statements in accordance with GAAP, except those incurred after March 31, 2000 in the ordinary course of business consistent with past practice.
Financial Statements of Buyer. Buyer has delivered to the Sellers a copy of its Annual Report on Form 10-K for the year ended December 31, 1996 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1997 (the "1934 Act Reports"). The balance sheets, related statements of operations and changes of financial position, together with notes thereto ("Buyer's Financial Statements") included in the 1934 Act Reports have been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly present the financial condition of Buyer as of the dates presented.
Financial Statements of Buyer. 4 1.16 Financial Statements of Seller................................................................ 4 1.17 Intangibles................................................................................... 4 1.18
Financial Statements of Buyer. Financial Statements of Buyer" shall mean the consolidated balance sheet and related consolidated statements of income, of cash flows and of changes in stockholders' equity at December 31, 1996, and the results of operations and cash flows audited by Ernst & Young, attached as Exhibit 1.15.
Financial Statements of Buyer. The Financial Statements of Buyer, taken as a whole, fairly present the consolidated financial position and results of operations of Buyer as of the date thereof and the periods then ended and were prepared in accordance with generally accepted accounting principles. As of the dates of the Financial Statements of Buyer, Buyer has no material liabilities or obligations, fixed or contingent, not adequately reflected in such statements or balance sheets, the notes thereto or the exhibits hereto.
Financial Statements of Buyer. Except as set forth on Schedule 3.8, all financial statements of Buyer, on the EXXXX Database on wxx.xxx.xxx, were prepared in accordance with GAAP on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), are correct and complete in all material respects and each present fairly, in all material respects, the financial position of Buyer as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments). The Buyer’s financial statements, to the extent required under applicable U.S. Securities and Exchange Commission (“SEC”) rules and regulations, have been filed with the SEC.
