Financial Statements; Undisclosed Liabilities; Other Documents. (a) The Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly the financial position, assets, liabilities and retained earnings of the Company as of the dates thereof and the revenues, expenses, results of operations, changes in financial position and cash flows of the Company for the periods covered thereby. The Financial Statements are in accordance with the books and records of the Company, do not reflect any transactions which are not bona fide transactions and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.
(b) Except as set forth in the Latest Balance Sheet, the Company has no liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due, other than trade payables and accrued expenses incurred in the ordinary course of business since the date of the Latest Balance Sheet.
Financial Statements; Undisclosed Liabilities; Other Documents. (a) For purposes of this Agreement, "Company Financial Statements" shall mean the audited financial statements of the Company as of October 31, 1999 and October 31, 1998 (including all notes thereto) and the unaudited financial statements of the Company as of April 30, 2000 which are included in the Company's Quarterly Report on Form 10-Q for the period ended April 30, 2000, consisting of the consolidated balance sheets at such dates and the related consolidated statements of income, stockholders' equity and cash flows. The Company Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly the financial position, assets and liabilities of the Company as at the dates thereof and the revenues, expenses, results of operations and cash flows of the Company for the periods covered thereby.
Financial Statements; Undisclosed Liabilities; Other Documents. (a) For purposes of this Agreement, "Parent Corporation Financial Statements" shall mean the audited financial statements of the Parent Corporation as of December 31, 1999 and December 31, 1998 (including all notes thereto), and the unaudited financial statements of the Parent corporation that are included in the Parent Corporation's Quarterly Report on Form 10-Q for the quarter ended March 26, 2000, consisting of the consolidated balance sheets at such dates and the related consolidated statements of income, stockholders' equity and cash flows for each of the twelve-month periods ended December 31, 1999, December 31, 1998 and December 31, 1997, and for the three month period ended March 26, 2000. The Parent Corporation Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly the financial position, assets and liabilities of the Parent Corporation as at the dates thereof and the revenues, expenses, results of operations and cash flows of the Parent Corporation for the periods covered thereby.
Financial Statements; Undisclosed Liabilities; Other Documents. (a) Accurate and complete copies of the Seller Financial Statements have previously been provided to Products. The Seller Financial Statements consistently and fairly present the consolidated financial position, assets and liabilities of Seller as of the dates thereof and the consolidated revenues, expenses and results of operations of Seller for the periods covered thereby, in each case in accordance with GAAP. The Seller Financial Statements have been prepared in accordance with the books and records of Seller. The Seller Financial Statements do not reflect any transactions which are not bona fide transactions other than sales between Seller and Seller's Affiliates and between Seller's Affiliates. The Seller Financial Statements do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.
(b) Except as reflected in the Latest Balance Sheet, the Company has no liabilities, Indebtedness or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due, other than accrued expenses incurred in the ordinary course of business since the Latest Balance Sheet Date. At the Effective Time, the Company will have no Indebtedness whatsoever and no liability, Indebtedness or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due, except for the Debt Repayment Amount. As of the Effective Time, the Debt Repayment Amount will not exceed $90,000,000.
Financial Statements; Undisclosed Liabilities; Other Documents. (a) Attached hereto as Schedule 1.1A are accurate and complete copies of the Financial Statements. The Financial Statements and the Statement consistently and fairly present the consolidated financial position, assets and liabilities of the Company as of the dates thereof and the consolidated revenues, expenses, and results of operations of the Company for the periods covered thereby. The Financial Statements are, and the Statement shall be, in accordance with the books and records of the Company. The Financial Statements do not, and the Statement shall not, reflect any transactions which are not bona fide transactions. The Financial Statements do not, and the Statement shall not, contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.
(b) Except as set forth in Schedule 3.5 or in the Latest Balance Sheet, the Company has no liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due, other than: (i) trade payables and accrued expenses incurred in the ordinary course of business since the date of the Latest Balance Sheet; and (ii) contingent liabilities of a nature, which, in accordance with GAAP, are not required to be reserved against in a balance sheet.
Financial Statements; Undisclosed Liabilities; Other Documents. (a) For purposes of this Agreement, the "STEAG Financial Statements" shall mean the separate audited financial statements of each of the STEAG Subsidiaries as of December 31, 1999 and December 31, 1998 (including all notes thereto) and the unaudited combined, consolidated financial statements of the STEAG Subsidiaries as of December 31, 1999 and December 31, 1998, consisting of the balance sheets at such dates and the related statements of income for the years then ended (except as otherwise specified in Section 3.5(a) of the STEAG Disclosure Schedule). The audited STEAG Financial Statements for each STEAG Subsidiary have been prepared in accordance with generally accepted accounting principles ("GAAP") applicable in the respective countries in which each STEAG Subsidiary is incorporated or organized, and the unaudited combined, consolidated STEAG Financial Statements have been prepared in accordance with U.S. GAAP, in each case consistently applied. The STEAG Financial Statements present fairly the financial position of the STEAG Subsidiaries as at the dates thereof and the results of operations of the STEAG Subsidiaries for the periods covered thereby, except for the absence of notes to the unaudited combined, consolidated STEAG Financial Statements.
Financial Statements; Undisclosed Liabilities; Other Documents. (a) For purposes of this Agreement, "Xxxxxxx Financial Statements" shall mean the audited financial statements of Xxxxxxx as of December 31, 1999 and December 31, 1998 (including all notes thereto), and the unaudited financial statements of Xxxxxxx included in Xxxxxxx'x Quarterly Report on Form 10-Q for the quarter ended March 26, 2000, consisting of the consolidated balance sheets at such dates and the related consolidated statements of income, stockholders' equity, and cash flows for each of the twelve-month periods ended December 31, 1999, December 31, 1998, and December 31, 1997, and the three month period ended March 26, 2000. The Xxxxxxx Financial Statements have been prepared in accordance with US GAAP consistently applied and present fairly the financial position, assets and liabilities of Xxxxxxx as at the dates thereof and the revenues, expenses, results of operations, and cash flows of Xxxxxxx for the periods covered thereby.
Financial Statements; Undisclosed Liabilities; Other Documents. (a) Accurate and complete copies of the Company Financial Statements have previously been provided to Purchaser. The Company Financial Statements consistently and fairly present the consolidated financial position, assets and liabilities of the Company and its Subsidiaries as of the dates thereof and the consolidated revenues, expenses and results of operations of the Company and its Subsidiaries for the periods covered thereby, in each case in accordance with GAAP. The Company Financial Statements have been prepared in accordance with the books and records of the Company. The Company Financial Statements do not reflect any transactions which are not bona fide transactions. The Company Financial Statements do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.
(b) Except as set forth in the Latest Balance Sheet, the Company and its Subsidiaries have no liabilities, Indebtedness or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due, other than accrued expenses incurred in the ordinary course of business since the date of the Latest Balance Sheet. At the Effective Time, the Company and its Subsidiaries will have no Indebtedness whatsoever other than as set forth on Schedule 3.2(b) and the up to $4.25 million letter of credit for workers' compensation and the $1.0 million guaranty of Indebtedness of EPP set forth in Schedule 4.6(b), and no liability, Indebtedness or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due, to Xxxxxx Aviation, LLC, Xxxxxx Europe GmbH, Xxxxxx Ventures, LLC, Xxxxxxx X. Xxxxxxxx, Xxxxxx Xxxxxxx or in respect of the Xxxxxxxx Sales Commissions or Manufacturers Agreement (other than amounts not to exceed $269,231, including payments made since the Latest Balance Sheet of $28,438, to Xxxxxxx X. Xxxxxxxx in connection with the termination of the Xxxxxxxx Agreement). The Company and its Subsidiaries have no liabilities that are not directly related to, and that did not arise directly out of, the business of the Company and its Subsidiaries. The Debt Repayment Amount as of the date hereof is approximately $67,050,000.
(c) No Corporation has any liabilities, Indebtedness or obligations, whether accrued, absolute, contingent or otherwise, whether due or to become due.
Financial Statements; Undisclosed Liabilities; Other Documents. No Material Adverse Effects; No Material Adverse Change.............16 4.8
Financial Statements; Undisclosed Liabilities; Other Documents. For purposes of this Agreement, "
