Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Schedule 2.05(a) consists of: (i) the Company’s unaudited consolidated internal balance sheets as of May 31, 2017 (the “Latest Balance Sheet”) and the related internal statements of income for the respective five (5)-month period then ended, (the “Unaudited Interim Financial Statements”), and (ii) the Company’s and its Subsidiaries’ consolidated balance sheets as of December 31, 2016, December 31, 2015, and December 31, 2014, together with the statements of income and cash flows for the three (3) fiscal years then ended (the “Year-end Financial Statements”), in each case, excluding Spectrum Logistics, Inc. (the statements described in clauses (i) and (ii) of this Section 2.05(a), collectively, the “Financial Statements”). Except as set forth on Schedule 2.05(a), the Year-end Financial Statements present fairly, in all material respects, the consolidated financial position, cash flows and results of operations of the Company, as of the times and for the periods referred to therein, in conformity with GAAP consistently applied throughout the periods covered thereby, except for the absence of footnote disclosures. The Unaudited Interim Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations of the Company, as of the times and for the periods referred to therein, in material conformity with GAAP consistently applied throughout the periods covered thereby, except for (I) the absence of footnote disclosures, and (II) changes resulting from normal, recurring year-end adjustments.
Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Each of the consolidated financial statements of the Company (including, in each case, any notes and schedules thereto) included or incorporated by reference in the Company SEC Documents (collectively, the “Company Financial Statements”): (i) as of their respective filing dates with the SEC (if amended, as of the date of the last such amendment, with respect to the consolidated financial statements that are or amended and restated therein), complied in all material respects with applicable accounting requirements and the rules and regulations of the SEC; (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto, as permitted by Regulation S-X promulgated by the SEC, and, in the case of interim financial statements, for normal and recurring year-end adjustments that are not material in amount or nature and as may be permitted by the SEC on Form 10-Q or any successor or like form under the Exchange Act, and the absence of certain footnotes); and (iii) present fairly in all material respects the consolidated financial position, assets and Liabilities and the consolidated statements of operations and comprehensive income, cash flows and stockholders’ equity of the Company and the consolidated Subsidiaries of the Company as of the dates and for the periods referred to therein. Except as have been described in the Company SEC Documents, there are no unconsolidated Subsidiaries of the Company, and neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC.
Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Each of the consolidated financial statements of the Company (including, in each case, any notes and schedules thereto) included in the Company SEC Reports (if amended, as of the date of the last such amendment) (collectively, the “Company Financial Statements”) (i) complied as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC, and (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and, in the case of unaudited financial statements, for normal and recurring year-end adjustments that are not material in amount or nature and as may be permitted by the SEC on Form 10-Q or any successor or like form under the Exchange Act, and the absence of footnotes) and present fairly in all material respects the consolidated financial position and the consolidated statements of operations, cash flows and stockholders’ equity of the Company and its consolidated Subsidiaries as of the dates and for the periods referred to therein.
Financial Statements; Undisclosed Liabilities; Internal Controls. (a) The financial statements of ICBC (including any related notes thereto) included in the ICBC Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of ICBC and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown.
Financial Statements; Undisclosed Liabilities; Internal Controls. (a) SNBV has previously made available to 1st Service copies of (i) the balance sheet of SNBV at December 31, 2005, and the related statements of operations, changes in stockholders’ equity and cash flows for the period from inception at April 14, 2005 through December 31, 2005, accompanied by the audit report of BDO, independent auditors with respect to SNBV, and (ii) the unaudited balance sheet of SNBV at May 31, 2006 and the related unaudited statements of operations for the five months then ended (the “SNBV Financial Statements”). The SNBV financial statements (including any related notes thereto) were, and the financial statements of SNBV to be delivered pursuant to Section 7.8 will be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present or will fairly present, as applicable, in all material respects, the consolidated financial position of SNBV and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of SNBV and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements (including those required by Governmental Entities) and reflect only actual transactions. BDO has not resigned or been dismissed as independent auditors of SNBV as a result of or in connection with any disagreements with SNBV on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Seller has previously furnished to Purchaser: (i) the audited consolidated balance sheet as of December 31, 2017 of the Seller and its Subsidiaries and the related statements of income, cash flows and stockholders’ equity for the 12-month period then ended (which includes comparisons to the 12-month period ending December 31, 2016) (collectively, the “Seller Financial Statements”), (ii) the unaudited consolidated balance sheet as of December 31, 2018 of the Group Companies (the “Latest GM Balance Sheet”) and the related statement of income for the 12-month period then ended (collectively, the “GM Financial Statements”) and (iii) the unaudited trial balances as of December 31, 2018 of FidelityLink (the “Latest FidelityLink Trial Balances”) and the related statement of income for the 12-month period then ended (which includes comparisons to the 12-month period ending December 31, 2017) (collectively, the “FidelityLink Financial Information” and, together with the Seller Financial Statements and the GM Financial Statements, the “Financial Statements”). The Seller Financial Statements have been derived from the books of account and other financial records of Seller and its Subsidiaries, have been prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the financial condition, results of operations and cash flows of Seller and its Subsidiaries as of the times and for the periods referred to therein. The GM Financial Statements have been derived from the books of account and other financial records of the Group Companies, have been prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the financial condition and results of operations of the Group Companies as of the times and for the period referred to therein, subject to normal recurring year-end adjustments and the absence of footnote disclosures. The FidelityLink Financial Information has been derived from the books of account and other financial records of FidelityLink and presents fairly in all material respects the financial condition and results of operations of FidelityLink as of the times and for the periods referred to therein, subject to normal recurring year-end.
Financial Statements; Undisclosed Liabilities; Internal Controls. (a) The Company has previously furnished to Purchaser: (i) the unaudited consolidated balance sheet as of September 30, 2016 of the Company and its Subsidiaries (the "Latest Balance Sheet") and the related statements of income and cash flows for the 9-month period then ended and (ii) the audited consolidated balance sheet as of December 31, 2015 and the related statements of income and cash flows for the 12-month period then ended of the Company and its Subsidiaries (which includes comparisons to the 12-month period ending December 31, 2014) (collectively, the "Financial Statements"). The Financial Statements have been derived from the books of account and other financial records of the Company or its Subsidiaries, have been prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries (taken as whole) as of the times and for the periods referred to therein, subject in the case of the unaudited financial statements to (x) the absence of footnote disclosures and (y) changes resulting from normal year-end adjustments.
Financial Statements; Undisclosed Liabilities; Internal Controls. (a) True and complete copies of (i) the audited balance sheets of the Company as of December 31, 2003, and December 31, 2002, and the related audited statements of operations, stockholders' equity and cash flows for the years then ended, together with all related notes thereto (collectively referred to herein as the "Initial Financial Statements"); (ii) the unaudited balance sheet of the Company as of September 30, 2004, and the related statements of operations, stockholders' equity and cash flows for the nine (9) months ended September 30, 2004 (collectively referred to herein as the "September 30th Financial Statements"); and (iii) the unaudited balance sheet of the Company as of December 31, 2004 (the "Reference Balance Sheet"), and the related statements of operations, stockholders' equity and cash flows for the twelve (12) months ended December 31, 2004 (collectively referred to herein as the "Interim Financial Statements, and, with the Initial Financial Statements and the September 30th Financial Statements, the "Financial Statements"), are attached to Section 3.6(a) of the Company Disclosure
Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Each of the consolidated financial statements of the Company (including, in each case, any notes and schedules thereto) included in the Company SEC Documents (if amended, as of the date of the last such amendment) (collectively, the “Company Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and, in the case of interim financial statements, for normal and recurring year-end adjustments that are not material in amount or nature and as may be permitted by the SEC on Form 10-Q or any successor or like form under the Exchange Act) and present fairly in all material respects the consolidated financial position and the consolidated results of operations, cash flows and stockholders’ equity of the Company and the consolidated Company Subsidiaries as of the dates and for the periods referred to therein. Except as have been described in the Company SEC Documents, there are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated by the SEC.
Financial Statements; Undisclosed Liabilities; Internal Controls. (a) Schedule 2.05(a) consists of: (i) the unaudited consolidated internal balance sheets of the Companies, Georgia Carolina Salvage, LLC, a Georgia limited liability company (“Georgia Carolina”) and STB Leasing as of August 31, 2018 (the “Latest Balance Sheet”) and the related internal statements of income for the respective eight (8) month period then ended, (the “Unaudited Interim Financial Statements”), and (ii) the reviewed consolidated balance sheets of the Companies, Georgia Carolina and STB Leasing as of December 31, 2017, December 31, 2016, and December 31, 2015, together with the statements of income and cash flows for the three (3) fiscal years then ended (the “Year-end Financial Statements”) (the statements described in clauses (i) and (ii) of this Section 2.05(a), collectively, the “Financial Statements”). Except as set forth on Schedule 2.05(a), the Year-end Financial Statements present fairly, in all material respects, the consolidated financial position, cash flows and results of operations of the Companies, Georgia Carolina and STB Leasing, as of the times and for the periods referred to therein, in conformity with GAAP consistently applied throughout the periods covered thereby. The Unaudited Interim Financial Statements present fairly, in all material respects, the consolidated financial position and results of operations of the Companies, Georgia Carolina, and STB Leasing, as of the times and for the periods referred to therein, in material conformity with GAAP consistently applied throughout the periods covered thereby, except for (I) the absence of statement of cash flows and footnote disclosures, (II) changes resulting from normal, recurring year-end adjustments and (III) the lack of consolidation of variable interest entities.
