Financial Statements; SEC Filings. (a) The Company’s consolidated financial statements (the “Company Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated, except that those Company Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Company Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Company Financial Statements, the Company has no material liabilities (contingent or otherwise). The Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. The Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP.
(b) The Company has timely made all filings with the SEC that it has been required to make under the Securities Act and the Exchange Act ( the “Public Reports”). Each of the Public Reports has complied in all material respects with the applicable provisions of the Securities Act, the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of the Company in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect. There is no revocation order, suspension order, injunction or other proceeding or law affecting the trading of the Company’s Common Stock.
Financial Statements; SEC Filings. The Seller heretofore has delivered to the Purchaser true and complete copies of the Corporation's filings made with the Securities and Exchange Commission (the "SEC") since the filing of its Registration Statement on Form 10SB 12G, as filed with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of (a) the registration statement, together with any amendments thereto on Form 10SB 12G, (b) Annual Reports on Form 10-K for the fiscal years ended (i) December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance sheet as of December 31, 2000, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicated.
Financial Statements; SEC Filings. (a) The Company has prepared, or caused to be prepared, and made available to Parent or its advisors the audited financial statements of the Company (including the balance sheet and the related statements of income and cash flows of the Company) as of and for the fiscal year ended January 1, 2011 (the “Audited Company Financial Statements”), and the unaudited financial statements of the Company (including the balance sheet and the related statements of income and cash flows of the Company) as and for the three- month period ended April 2, 2011 (the “Unaudited Company Financial Statements”, and together with the Audited Company Financial Statements, the “Company Financial Statements”). Except as set forth therein and in Section 4.6(a) of the Company Disclosure Schedule, the Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and with each other (except that the Unaudited Company Financial Statements may not contain all of the notes required by GAAP and are subject to year-end audit adjustments), and present fairly, in all material respects, the financial position, results of operations and the cash flows of the Company as of the respective dates and during the respective periods indicated therein. The audited balance sheet of the Company as of January 1, 2011 shall be referred to in this Agreement as the “ Current Balance Sheet” and the date thereof shall be referred to in this Agreement as the “Balance Sheet Date.”
(b) The Company’s Registration Statement on Form S-1 under the Securities Act of 1933, as filed or amended on or prior to the date hereof (“Form S-1”), as of the respective filing dates, (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements in the Form S-1, in light of the circumstances under which they were made, not misleading in any material respect and (ii) complied as to form in all material respects with the requirements of the Securities Act of 1933.
Financial Statements; SEC Filings. (a) Since January 1, 2015, Buyer Parent has timely filed all forms, reports, statements and documents required to be filed by it with the SEC (collectively, together with any amendments thereto and any such forms, reports, statements or documents Buyer Parent may file or be required under applicable Law to file subsequent to the date hereof until the Closing, the “Buyer Parent Reports”). As of its date or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing, each Buyer Parent Report (i) complied in all material respects with the requirements of the Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
(b) Except as disclosed in a subsequent Buyer Parent Report: (i) the consolidated financial statements (including any related notes thereto and the unqualified report and certification of Buyer Parent’s independent auditors) contained in Buyer Parent’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of the Buyer Parent, are complete and correct in all material respects and present KCP-4567096-16 fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidated results of operations, shareholders’ equity and cash flows for the respective periods indicated therein; and (ii) the unaudited consolidated financial statements of Buyer Parent (including any related notes thereto, subject to normal recurring year-end audit adjustments and the absence of footnotes, if applicable) for all interim periods prepared by Buyer Parent, certified by Buyer Parent’s Chief Financial Officer and included in the Buyer Parent’s Quarterly Reports on Form 10-Q filed with the SEC since December 31, 2014 were prepared in accordance with GAAP (except as may be indicated in the notes thereto), were derived from the books and records of Buyer Parent, are complete and correct in all material respects and present fairly, in all material respects, the consolidated financial position of Buyer Parent at and as of the respective dates thereof, and their consolidat...
Financial Statements; SEC Filings. (a) True and complete copies of the FEMSA Cerveza Financial Statements are included in the FEMSA Disclosure Letter (other than the FEMSA Cerveza Financial Statements and its Subsidiaries as at December 31, 2009, which shall be provided to the Heineken Parties as required by Section 2.2(a) hereof). The FEMSA Cerveza Financial Statements have been or, for 2009, will be, prepared in accordance with Mexican Financial Reporting Standards (“Mexican FRS”) applied on a consistent basis (except as stated in the notes thereto) and have been, or will be, as applicable, prepared based on the books and records of FEMSA Cerveza and its Subsidiaries regularly maintained by FEMSA’s management to prepare the audited financial statements of FEMSA in accordance with Mexican FRS standards, principles and practices and in accordance with the policies and principles stated in FEMSA’s financial statements, in each case applied on a consistent basis throughout the periods indicated and on that basis fairly present, in all material respects, the consolidated financial position, results of operations and cash flows, the consolidated balance sheets and the consolidated statements of income and of changes in financial position and stockholders’ equity of FEMSA Cerveza and its consolidated Subsidiaries as of the dates and for the periods referred to therein.
(b) The amounts of consolidated Working Capital of FEMSA Cerveza and its Subsidiaries as of the date hereof are consistent with the historical practice of Working Capital of FEMSA Cerveza and its Subsidiaries and, as of the date hereof, are sufficient for the maintenance of operations of the Company and the Company Subsidiaries in the ordinary course and the consolidated Working Capital, Cash and Net Debt of FEMSA Cerveza and its Subsidiaries have been managed only in the ordinary course since the Balance Sheet Date.
(c) FEMSA has heretofore made available to Heineken, true and complete copies of all forms, reports, schedules, statements and other documents filed by FEMSA with the SEC since January 1, 2007 (all such filed documents, together with all exhibits and schedules thereto and all information incorporated therein by reference, the “FEMSA SEC Filings”).
(d) Neither the Company nor any Company Subsidiary is required to file any form, report, schedule, statement or other document with the SEC.
Financial Statements; SEC Filings. (a) The Company has on a timely basis filed all forms, reports, and documents required to be filed by it with the Securities and Exchange Commission (“SEC”) since January 1, 2001. SCHEDULE 3.5 lists and (except to the extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) two days prior to the date of this Agreement) contains true and complete copies in the form filed with the SEC of (i) the Company’s Annual Reports on Form 10-K SB for each fiscal year of the Company ending on or after December 31, 1999; (ii) its Quarterly Reports on Form 10-Q SB for each of the first three fiscal quarters in each of the fiscal years of the Company referred to in clause (i) above; (iii) all proxy statements relating to the Company’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents since the beginning of the first fiscal year referred to in clause (i) above; (iv) all certifications and statements required by (A) Rule 13a-14 or 15d-14 under the Exchange Act or (B) 18 U.S.C. § 1350 (Section 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”)) with respect to any report referred to in clause (i) or (ii) above; (v) all other forms, reports, registration statements, and other documents (other than preliminary materials if the corresponding definitive materials are contained in Schedule 3.5) filed by the Company with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports, registration statements, and other documents referred to in clauses (i), (ii), (iii), (iv), and (v) above are, collectively, the “Company SEC Reports” and, to the extent available in full without redaction on the SEC’s web site through XXXXX two days prior to the date of this Agreement, are, collectively, the “Filed Company SEC Reports”); and (vi) all comment letters received by the Company from the staff of the SEC since January 1, 2001, and all responses to such comment letters by or on behalf of the Company. All matters and statements made in the certifications and statements referred to in clause (iv) above are accurate. The Company SEC Reports (x) were or will be prepared in accordance with the requirements of the Securities Act and the Exchange Act, as applicable, and the rules and regulations thereunder and (y) did not at the time they were filed with the SEC, or will not at the time they are filed wit...
Financial Statements; SEC Filings. (a) The Company’s financial statements (the “Financial Statements”) contained in its periodic reports filed with the Securities and Exchange Commission (the “SEC”) have been prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated, except that those Financial Statements that are not audited do not contain all footnotes required by U.S. GAAP. The Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities (contingent or otherwise). the Company is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization. the Company maintains a standard system of accounting established and administered in accordance with U.S. GAAP.
Financial Statements; SEC Filings. (a) The reports filed by ABC Funding with the Securities and Exchange Commission ("SEC") prior to the Effective Date (the "SEC Reports") (i) at the time filed (or if amended or superseded by a subsequent filing, then on the date of such filing) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as the case may be, and (ii) did not at the time they were filed (or if amended or superseded by a subsequent filing, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such SEC Reports or necessary in order to make the statements in such SEC Reports, in the light of the circumstances under which they were made, not misleading.
(b) Each of the consolidated financial statements, including, in each case, any related footnotes contained in the SEC Reports comply as to form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, as permitted by Form 10-Q or 8-K promulgated by the SEC), and fairly presented in all material respects the financial position of ABC Funding as of and at the respective dates indicated and the results of its operations and cash flows for the periods indicated, except that the unaudited interim consolidated financial statements do not contain certain footnote disclosures required by GAAP. The audited consolidated balance sheet of ABC Funding as of June 30, 2005 is referred to herein as the "ABC Balance Sheet."
Financial Statements; SEC Filings a. Source Rock’s financial statements contained in its periodic reports filed on XXXXX with the SEC were prepared in accordance with generally accepted accounting principles applicable in the United States of America (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated The financial statements attached as Schedule 2.9 fairly present the financial condition and operating results of Source Rock as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. Except as described in Schedule 2.2, Source Rock has no material liabilities (contingent or otherwise). Source Rock is not a guarantor or indemnitor of any indebtedness of any other person, entity or organization.
b. Source Rock made all its filings with the SEC that it was required to make under the Securities Act and the Exchange Act (the “Public Reports”). Each of the Public Reports complied in all material respects with the applicable provisions of the Securities Act the Exchange Act, and the Sarbanes/Oxley Act of 2002 (the “Sarbanes/Oxley Act”) and/or regulations promulgated thereunder. None of the Public Reports, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading. There is no event, fact or circumstance that would cause any certification signed by any officer of Source Rock in connection with any Public Report pursuant to the Sarbanes/Oxley Act to be untrue, inaccurate or incorrect in any respect.
Financial Statements; SEC Filings. The Purchaser has made available to the Company and each Seller its audited financial statements on a consolidated basis for the fiscal year ended December 31, 1999, all certified by KPMG LLP, and its unaudited financial statements on a consolidated basis as at and for the three-month period ended March 31, 2000 (collectively, the "Purchaser Financial Statements"). The Purchaser Financial Statements have been prepared in accordance with GAAP (except that the unaudited financial statements do not have notes thereto) applied on a consistent basis through the periods indicated and with each other. The Purchaser Financial Statements fairly present the financial condition and operating results of the Purchaser and its consolidated subsidiaries as of the date, and for the periods, indicated therein, subject to normal year-end audit adjustments. The Purchaser has also made available to the Company and each Seller copies of all filings made to date by the Purchaser with the SEC pursuant to the Exchange Act. No such filings with the SEC 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 therein, in light of the circumstances under which they were made, not misleading.
