Financial Statements; SEC Documents. (a) Since March 31, 1999, the Company has filed with the Securities and Exchange Commission (the "SEC") all forms, reports, schedules, statements and other documents, and amendments thereto, required to be filed by it through the date hereof, under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such forms, reports, schedules, statements, amendments and other documents, to the extent filed and publicly available prior to the date of this Agreement, other than preliminary filings, are referred to as the "SEC Reports").
Financial Statements; SEC Documents. (a) HVBC has previously made available to CZFS copies of the HVBC Financial Statements. The HVBC Financial Statements (including the related notes, where applicable) fairly present in all material respects (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the operations and financial position of HVBC and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies with applicable accounting requirements; and each of such statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto. The books and records of HVBC have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. S.R. Xxxxxxxxx, P.C. has not resigned or been dismissed as independent public accountants of HVBC as a result of or in connection with any disagreements with HVBC on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Financial Statements; SEC Documents. Buyer has delivered to Seller: (a) an audited balance sheet of Buyer as at December 31, 2000 (including the notes thereto, the "Buyer Balance Sheet"), and the related statements of income and retained earnings and cash flows for the fiscal year then ended, together with the report thereon of PricewaterhouseCoopers LLP, independent certified public accountants, and (b) an unaudited balance sheet of Buyer as at September 30, 2001, and the related unaudited consolidated statements of income, and retained earnings and cash flows for the nine (9) months then ended. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, and cash flows of Buyer as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Buyer Balance Sheet); the financial statements referred to in this Section 4.4 reflect the consistent application of such accounting principles throughout the periods involved. Buyer has filed all documents required to be filed by it with the Securities and Exchange Commission. As of their respective filing dates, all of such documents complied in all material respects with all applicable legal requirements, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading except to the extent corrected by a subsequently filed document.
Financial Statements; SEC Documents. 10(b)-5.
Financial Statements; SEC Documents. 4.4.1. Borrower has delivered to the Investors its audited consolidated balance sheet at December 31, 2007 and its audited consolidated statements of operations for the year ended December 31, 2007, statement of stockholders’ equity for the year ended December 31, 2007, and statements of cash flows for the year ended December 31, 2007, together with notes to the financial statements, and its unaudited consolidated condensed balance sheet at June 30, 2008, consolidated statements of operations for the six months ended June 30, 2008, statements of stockholders’ equity for the period from December 22, 2004 through June 30, 2008, and statements of cash flows for the six months ended June 30, 2008 and 2007 and the period from December 22, 2004 through June 30, 2008 together with notes to financial statements. The audited financial statements were audited by, and the unaudited financial statements were reviewed, but not audited, by Xxxxxxxxx Xxxxx Xxxxxxx LLP, registered independent accounting firm. Xxxxxxxxx Xxxxx Xxxxxxx LLP is independent within the rules and regulations of the Commission. The financial statements present and reflect, in accordance with generally accepted accounting principles, consistently applied, the Borrower’s financial position on the balance sheet date and the results of its operations, changes in stockholders’ equity and cash flows for the periods covered in accordance with generally accepted accounting principles consistently applied; provided, however, that the financial statements for the interim period were prepared in accordance with the rules and regulations of the Commission applicable to quarterly reports on Form 10-Q. The books and records of the Borrower have been, and are being, maintained in all material respects in accordance with generally accepted accounting principles consistently applied and any other applicable legal and accounting requirements and reflect only actual transaction. The Borrower has no liabilities or obligations which are material, individually or in the aggregate, which are not disclosed in the financial statements, other than those incurred in the ordinary course of the Borrower’s businesses since June 30, 2008, and which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Financial Statements; SEC Documents. (a) The Company has made available to each Purchaser its audited Statements of Income, Stockholders' Equity and Cash Flows for each of its three most recently completed fiscal years ending prior to the date hereof, its audited Consolidated Balance Sheet as of the end of each of its two most recently completed fiscal years ending prior to the date hereof, its unaudited Statements of Income, Stockholders' Equity and Cash Flows for the period covering its two most recently completed fiscal quarters ending prior to the date hereof, and its unaudited Balance Sheet as of its most recently completed fiscal quarter ending prior to the date hereof (all such financial statements are hereinafter referred to collectively as the "FINANCIAL STATEMENTS"). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, and fairly present, in all material respects, the financial position of the Company and the Subsidiary and the results of their operations as of the date and for the periods indicated thereon, except that the unaudited financial statements may not be in accordance with generally accepted accounting principles because of the absence of footnotes normally contained therein and are subject to normal year-end audit adjustments which, individually and in the aggregate, will not be material.
Financial Statements; SEC Documents. (i)The Company has delivered to the Buyer the following financial statements (collectively the "Financial Statements"): (i) audited consolidated balance sheets and statements of income, changes in stockholders' equity, and cash flow as of and for the fiscal years ended December 31, 1997 and December 31, 1998 of KCI and its Subsidiaries and as of and for the fiscal year ended December 31, 1999 for KCLLC and its Subsidiaries (the "Most Recent Fiscal Year End"); and (ii) unaudited consolidated balance sheets and statements of income, changes in stockholders' equity, and cash flow (the "Most Recent Financial Statements") as of and for the two months ended March 31, 2000 (the "Most Recent Fiscal Month End") for KCLLC and its Subsidiaries. The Financial Statements (including the notes thereto) have been prepared in accordance with the books and records of KCI and its Subsidiaries and in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly in all material respects the financial condition of KCI and its Subsidiaries as of such dates and the results of operations of KCI and its Subsidiaries for such periods; provided, however, that the Most Recent Financial Statements are subject to normal year-end adjustments and lack footnotes and other presentation items.
Financial Statements; SEC Documents. The financial statements of the Company and the related notes contained in the Company’s SEC Documents, in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and the financial statements and the related notes for the year ended December 31, 2008 (the “2008 Financials”) previously delivered to the Investor (collectively, the “Financial Statements”) present fairly, in accordance with generally accepted accounting principles, the financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, subject, in the case of unaudited financial statements for interim periods, to normal year-end audit adjustments. The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods therein specified, except that unaudited financial statements may not contain all footnotes required by generally accepted accounting principles. Prior to December 16, 2008, the Company filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding such date on a timely basis or received a valid extension of such time of filing and filed any such reports prior to the expiration of any such extension. As of their respective filing dates, or to the extent corrected by a subsequent restatement, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as specified in Section 3.10 of the Disclosure Schedules, all material agreements to which the Company or any Subsidiary is a party or to which the property or assets of the Company or any of its Subsidiaries are subject are included as part of or specifically identified in the SEC Documents or the Press Releases. The Financial Statements included in any of the SEC Documents or in the Company’s Annual Report on Form 10-K for the fiscal year e...
Financial Statements; SEC Documents. (a) The Company has made available to Buyer Parent true and complete copies of (i) the audited consolidated balance sheets and statements of income and cash flows of the Company Group as at, and for the fiscal years ended, September 30, 2002 and September 30, 2003 and the notes thereto and (ii) the unaudited consolidated balance sheet and statement of income and cash flows of the Company Group as at and for the four month period ended January 31, 2004 (collectively, the "Company Group Financial Statements"). Except as otherwise indicated in the Company Group Financial Statements or as set forth on Schedule 4.5, the balance sheets and statements of income and cash flows included in the Company Group Financial Statements have been prepared in accordance with GAAP consistently applied during the periods involved and fairly present, in all material respects, the consolidated financial position and the results of operations and cash flows of the Company and the Company Subsidiaries for the period presented therein (subject, in the case of unaudited statements, to the normal year-end adjustments (none of which are expected to be material) and the absence of footnotes). THE COMPANY MAKES NO REPRESENTATION WITH RESPECT TO ANY FINANCIAL INFORMATION OF ANY OF THE COMPANY AND THE COMPANY SUBSIDIARIES OTHER THAN AS CONTAINED IN OR PURSUANT TO THIS AGREEMENT.
Financial Statements; SEC Documents. (a) The Company has delivered to Purchaser true, accurate and complete copies of (the “Financial Statements”):
