Financial Statements; Undisclosed Liabilities Sample Clauses

Financial Statements; Undisclosed Liabilities. (i) Schedule 4(j) sets forth (A) the unaudited consolidated balance sheet of the Company as of September 30, 1999 (the "Company Balance Sheet"), and the unaudited consolidated statement of income of the Company for the 9 month period ended September 30, 1999, and (B) the audited consolidated balance sheets of the Company as of December 31, 1997 and 1998, and the audited consolidated statements of income of the Company for the period August 25 to December 31, 1997 and for the year ended December 31, 1998, together with the notes to such financial statements (the financial statements described in clauses (A) and (B) above, together with any notes to such financial statements, are collectively referred to herein as the "Company Financial Statements"). The Company Financial Statements are in all material respects in accordance with the books and records of the Company and its consolidated Subsidiaries and have been prepared in conformity with generally accepted accounting principles consistently applied throughout the periods indicated (except in each case as described in the notes thereto) and on that basis fairly present in all material respects (subject, in the case of the unaudited statements referred to in (A) above, to normal, recurring year-end adjustments) the financial condition and results of operations of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated. (ii) The Company and its consolidated Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, threatened or otherwise), except (A) as disclosed, reflected or reserved against in the Company Balance Sheet, (B) items set forth in Schedule 4(j), (C) liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet that would not, individually or in the aggregate, result in a Company Material Adverse Effect and (D) Taxes (as defined in Section 4(A)(l)) with respect to the period after the date of the Company Balance Sheet. Without limiting the generality of the foregoing, the Company has no contingent obligations in excess of $60,000 with respect to any assets purchased by the Company pursuant to the agreement between the Company and DeKalb Office Environments with respect to purchases of Steelcase furniture. (iii) Except as set forth in Schedule 4(j), the amount of all accounts receivable, including...

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as at their respective dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP. (b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing. (c...

Financial Statements; Undisclosed Liabilities. (a) Section ‎3.4(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein. (b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions. (c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business ...

Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Triage Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectively, the “Financial Statements”). The Financial Statements have been prepared from the books of account and other financial records of the Triage Business in accordance with the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues and expenses and the 0000 X&X Information included in the Financial Statements present fairly in all material respects the revenues and expenses, and profit and loss information, of the Triage Business for the periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Triage Business set forth thereon as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entity. (b) The financial statements to be delivered under Section 6.14 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Triage Business in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Triage Business for t...

Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) of the Disclosure Schedule includes (i) the unaudited combined balance sheet of the Company and its Subsidiaries as of March 31, 2024 (the “Latest Balance Sheet”), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (subject to the absence of footnotes or, in the case of unaudited statements, normal year-end adjustments). (b) The books of account and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis. (c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed in the Latest Balance Sheet, (ii) Liabilities incurred in the Ordinary Course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into in the Ordinary Course of Business. (d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Busines...

Financial Statements; Undisclosed Liabilities. Schedule 3.09 contains --------------------------------------------- ------------- true and complete copies of (i) the audited balance sheets and related statements of operations and retained earnings and of cash flows for Orion and its consolidated Subsidiaries for the years ended December 31, 1995 and December 31, 1996 (the "Annual Statements"), (ii) the pro forma balance sheets for Orion and its consolidated Subsidiaries as at December 31, 1996 and March 31, 1997 (which March 31, 1997 balance sheet shall be delivered on or before May 8, 1997), adjusted to reflect distribution of the capital stock of Landmark to Seller as if it had occurred on the date thereof (the "Pro Forma Statements") and (iii) the balance sheets and related statements of operations for the three month periods ended March 31, 1996 and March 31, 1997 which shall be delivered on or before May 8, 1997 (collectively, the "Interim Statements" and, together with the Annual Statements and the Pro Forma Statements, the "Financial Statements"). The December 31, 1996 balance sheet referred to in clause (i) above is referred to herein as the "1996 Balance Sheet." Each of the Financial Statements has been prepared based on the books and records of Orion and its Subsidiaries in accordance with GAAP and their normal accounting practices, consistent with past practice and with each other, and present fairly the financial condition, results of operations and cash flows of Orion and its Subsidiaries as of the dates indicated or for the periods indicated, subject in the case of the Interim Statements to normal year-end audit adjustments, which adjustments in the aggregate are not material. The adjustments made to the balance sheet included in the Annual Statements and Interim Statements in the preparation of the Pro Forma Statements were reasonable in all material respects. Except as set forth on Schedule 3.09, there are no Liabilities of any ------------- Entertainment Company other than: (i) any Liability accrued as a Liability on the 1996 Balance Sheet; (ii) Liabilities specifically disclosed and identified as such in the schedules to this Agreement; (iii) Liabilities incurred since the date of the 1996 Balance Sheet that do not, and will not, individually or in the aggregate, have a Material Adverse Effect; and (iv) Liabilities incurred since the date of the 1996 Balance Sheet that have been incurred in the ordinary course of business of any of the Entertainment Companies.

Financial Statements; Undisclosed Liabilities. (a) Attached as Schedule 3.05(a) are the following financial statements of Seller (the “Financial Statements”): (i) the unaudited consolidated balance sheet of Seller for the fiscal years ended as of December 31, 2004 and December 31, 2005 and the related unaudited consolidated statement of income, (ii) the unaudited interim consolidated balance sheet of Seller as of November 30, 2006 (collectively, the “Reference Balance Sheet,” and the date of such balance sheet, the “Reference Balance Sheet Date”) and a consolidated statement of operations for the eleven months ended on the Reference Balance Sheet Date. The Financial Statements have been prepared primarily on a cash basis and not in accordance with U.S. generally accepted accounting principles (“GAAP”) The Financial Statements fairly present the consolidated financial condition, and results of operations of Seller as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of Seller. Seller has made available for inspection by Purchaser copies of all books of account relating to Seller. (b) Neither Seller nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether made in writing or made orally to any director, executive officer, or inside or outside legal counsel to Seller regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or its internal accounting controls. No attorney representing Seller, whether or not employed by Seller, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of their respective officers, directors, employees or agents to Seller’s board of directors or any committee thereof or to any director or officer of Seller. There have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of Seller’s chief executive officer, chief financial officer, general counsel or similar legal officer, Seller’s board of directors or any committee thereof. (c) Seller is not a party to, and does not have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement. (d) Seller has no Liabilities (whether known or unknown, whether abs...

Financial Statements; Undisclosed Liabilities. Other Documents. (a) For purposes of this Agreement, "AEC ---------------- Financial Statements" shall mean (x) the audited consolidated financial statements of AEC as of July 31, 1997 and July 27, 1996 and for the fiscal years then ended (including all notes thereto) and (y) the unaudited consolidated financial statements of AEC as of January 31, 1998 and January 25, 1997 and for the six months then ended consisting of the consolidated balance sheets at such dates and the related consolidated statements of operations, stockholders' equity and cash flows for the periods then ended which are included in the AEC SEC Documents (as defined in Section 4.6). The AEC Financial Statements have been prepared in ------------ accordance with GAAP consistently applied, present fairly the financial position, of AEC as at the dates thereof and the results of operations and cash flows of AEC for the periods covered thereby (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments), and are substantially in accordance with the financial books and records of AEC. (b) AEC does not have any liabilities or obligations of any nature, whether accrued, contingent, absolute or otherwise, which individually or in the aggregate could be reasonably expected to have an AEC Material Adverse Effect (as defined below) except (i) as set forth in the January 31, 1998 balance sheet (the "AEC Interim Balance Sheet") or (ii) liabilities or obligations incurred since January 31, 1998 in the ordinary and usual course of its business.

Financial Statements; Undisclosed Liabilities. (a) Mid Penn has previously made available, or will make available, to Riverview the Mid Penn Regulatory Reports. The Mid Penn Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the periods covered by such statements, and fairly present or will fairly present in all material respects the financial position, results of operations and changes in shareholders’ equity of Mid Penn as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Mid Penn has previously made available or will make available to Riverview the Mid Penn Financial Statements. The Mid Penn Financial Statements have been or will be prepared in accordance with GAAP, and (including the related notes where applicable) fairly present, or will fairly present, in each case in all material respects the consolidated financial position, results of operations and cash flows of Mid Penn and the Mid Penn Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof (subject in the case of the unaudited interim statements to normal year-end adjustments), in accordance with GAAP during the periods involved, except as indicated in the notes thereto and except in the case of any unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Mid Penn Financial Statements, neither Mid Penn nor Mid Penn Bank has had or will have any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Mid Penn Financial Statements or Mid Penn Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and except in the case of any unaudited statements to normal, recurring audit adjustments and, in the case of Mid Penn Regulatory Reports, the absence of footnotes. (d) The records, systems, controls, data and information of Mid Penn and the Mid Penn Subsidiaries are recorded, stored, maintained and operated under mea...