Financial Statements; Taxes. (a) Acquired Corporation has delivered to Buyer copies of the following financial statements of Acquired Corporation:
(i) Consolidated statements of financial condition as of December 31, 2003, 2004 and 2005;
(ii) Consolidated statements of income for each of the three years ended December 31, 2003, 2004 and 2005;
(iii) Consolidated statements of stockholders’ equity for each of the three years ended December 31, 2003, 2004 and 2005; and
(iv) Consolidated statements of cash flows for the three years ended December 31, 2003, 2004 and 2005. All of the foregoing financial statements are in all material respects in accordance with the books and records of Acquired Corporation and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such financial statements presents fairly as of its date the financial condition and results of operations of Acquired Corporation for the year then ended. Except as and to the extent reflected or reserved against in such financial statements (including the notes thereto), Acquired Corporation did not have, as of the date of such financial statements, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements or the notes thereto.
(b) Except as set forth on Schedule 5.4(b) to Acquired Corporation’s Disclosure Supplement, all Tax returns required to be filed by or on behalf of Acquired Corporation have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All Taxes shown on these returns to be due and all additional assessments received have been paid or will be paid before the date on which they would be delinquent. The amounts recorded for Taxes on the financial statements provided under Section 5.4(a) are, to the Knowledge of Acquired Corporation, sufficient in all material respects for the payment of all unpaid federal, state, county, local, foreign and other Taxes (including any interest or penalties) of Acquired Corporation accrued for or applicable to the period ended on the dates thereof, and all years and periods prior thereto and for which Acquired Corporation may at such dates have been liable in its own right or as a transferee of the Assets of, or as successor to,...
Financial Statements; Taxes. (a) Included in the GoEnergy Schedules are the audited balance sheets of GoEnergy as of July 31, 2010 and 2009, and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal years ended July 31, 2010 and 2009, together with the notes to such statements;
(b) All such financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) consistently applied on the date and throughout the periods involved. The GoEnergy balance sheets, statements of operations, stockholders’ equity and cash flows are true and accurate and present fairly as of their respective dates the financial condition of GoEnergy;
(c) GoEnergy has no liabilities or obligations, direct or indirect, matured or unmatured, contingent or otherwise, of any nature whatsoever, and has not (i) borrowed or agreed to borrow any funds, or incurred or become subject to, any material obligation or liability; (ii) paid or agreed to pay any material obligations or liabilities (direct or indirect, matured or unmatured, contingent or otherwise), such as a guaranty of any obligation; or (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties or rights, or canceled, or agreed to cancel, any debts or claims;
(d) GoEnergy has timely filed all state, federal and local income and franchise tax returns required to be filed by it from its inception to the date hereof. GoEnergy has no liabilities with respect to the payment of any federal, state, foreign, county, local or other taxes (including any deficiencies, interest or penalties); and
(e) The books and records, financial and otherwise, of GoEnergy are complete and correct and have been maintained in accordance with U.S. GAAP consistently applied throughout the periods involved.
Financial Statements; Taxes. (a) Included in the Amacan Schedules are (i) audited balance sheets of Amacan as of April 30, 1995 and 1994, and statements of operations, stockholders' equity and cash flows for the years ended April 30, 1995 and 1994, including the notes thereto, and (ii) an unaudited consolidated balance sheet of Amacan as of October 31, 1995, and the related unaudited statement of earnings for the six months ended October 31, 1995 (collectively, the "AMACAN FINANCIAL STATEMENTS").
(b) All of the Amacan Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. All of such balance sheets present fairly, as of their respective dates, the financial position of Amacan on such date. Amacan did not have, as the date of any of such balance sheet, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the notes thereto prepared in accordance with GAAP and all assets reflected therein present fairly the assets of Amacan in accordance with GAAP. The statements of income, stockholders' equity and cash flows present fairly the information required to be set forth therein under GAAP. Amacan maintains and will continue to maintain a standard system of accounting established and maintained in a manner permitting the preparation of financial statements in accordance with GAAP.
(c) Amacan has filed all tax returns and reports as required by law. All such returns and reports are accurate and correct in all material respects. Amacan has no liabilities with respect to the payment of any federal, state, county, local, foreign or other taxes (including any deficiencies, interest or penalties) accrued for or applicable to the period ended on the date of the most recent balance sheet included in the Amacan Schedules (the "AMACAN BALANCE SHEET") and all such dates and years and periods prior thereto and for which Amacan may at said date have been liable, except for taxes accrued but not yet due and payable. Included in the Amacan Schedules are copies of the federal and state income tax returns of Amacan filed since 1990. Except as set forth in the Amacan Schedules, none of such federal or state income tax returns has been examined or is currently being examined by the Internal Revenue Service or any other Governmental Authority. Amacan has not made any election pursuant to the Code (other than elections which relate solel...
Financial Statements; Taxes. 5 SECTION 3.8. TAXES........................................................6 SECTION 3.9. OFFERING.....................................................6 SECTION 3.10. PERMITS; GOVERNMENTAL AND OTHER APPROVALS...................6 SECTION 3.11. FORM 10-K...................................................6 SECTION 3.12.
Financial Statements; Taxes. (a) Acquired Corporation has delivered to BancGroup copies of the following financial statements of Acquired Corporation:
(i) Consolidated balance sheets as of December 31, 2001, December 31, 2002 and March 31, 2003;
(ii) Consolidated statements of income for each of the three years ended December 31, 2000, 2001 and 2002, and for the three months ended March 31, 2003;
(iii) Consolidated statements of cash flows for each of the three years ended December 31, 2000, 2001, and 2002, and for the three months ended March 31, 2003; and
(iv) Consolidated statements of changes in shareholders’ equity for the three years ended December 31, 2000, 2001 and 2002. All of the foregoing financial statements are in all material respects in accordance with the books and records of Acquired Corporation and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for changes required by GAAP, all as more particularly set forth in the notes to such statements. Each of such balance sheets presents fairly as of its date the financial condition of Acquired Corporation. Except as and to the extent reflected or reserved against in such balance sheets (including the notes thereto), Acquired Corporation did not have, as of the date of such balance sheets, any material Liabilities or obligations (absolute or contingent) of a nature customarily reflected in a balance sheet or the notes thereto. The statements of income, shareholders’ equity and cash flows present fairly the results of operation, changes in shareholders’ equity and cash flows of Acquired Corporation for the periods indi cated. The foregoing representations, insofar as they relate to the unaudited interim financial statements of Acquired Corporation for the three months ended March 31, 2003, are subject in all cases to normal recurring year-end adjustments and the omission of footnote disclosure.
Financial Statements; Taxes. 17 3.8 OFFERING....................................................................................... 18 3.9 PERMITS; GOVERNMENTAL AND OTHER APPROVALS...................................................... 18 3.10 SALES REPRESENTATIVES, CUSTOMERS AND KEY EMPLOYEES............................................. 18 3.11
Financial Statements; Taxes. (a) SSFC has delivered to Acquired Corporation copies of the audited financial statements dated as of June 30, 1997. All such financial statements are in all material respects in accordance with the books and records of SSFC and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated, all as more particularly set forth in the notes to such statements.
(b) All tax returns required to be filed by or on behalf of SSFC have been timely filed (or requests for extensions therefor have been timely filed and granted and have not expired), and all returns filed are complete and accurate in all material respects. All taxes shown on these returns to be due and all additional assessments received have been paid.
Financial Statements; Taxes. (a) The combined financial statements for the fiscal year ended December 31, 1992 (the "FINANCIAL STATEMENTS") delivered to AIG were prepared in accordance with generally accepted accounting principles, applied on a consistent basis during the periods involved (except as may be set forth in the notes thereto), and on that basis fairly present the combined
Financial Statements; Taxes. 16 5.5 Absence of Certain Changes or Events...........................................................17 5.6
Financial Statements; Taxes. 19.8.1 The audited financial statements, or as the case may be, the audited consolidated financial statements, most recently delivered to the Lender:
(A) were prepared in accordance with GAAP/IFRS consistently applied; and
(B) fairly represent the financial condition and operations (consolidated if applicable) of the relevant entity(ies) to which those financial statements relate during the relevant financial year, except, in each case, as disclosed to the contrary in those financial statements and, in the case of the Borrower, until it is required by Applicable Law or requested by the Lender to produce audited financial statements.
19.8.2 There has been no change in its business or financial condition (or the business or consolidated financial condition of the Group) since the date as of which the most recent financial statements were prepared which would, or would be reasonably likely to, have a Material Adverse Effect (where, for these purposes, the “most recent financial statements” means the financial statements, or as the case may be, the consolidated financial statements, most recently delivered to the Lender under this Agreement).
19.8.3 All members of the Group have duly complied with their obligations in relation to Taxes.
