Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

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.

Appears in 8 contracts

Samples: Contribution Agreement (General Maritime Ship Holdings LTD), Contribution Agreement (General Maritime Corp/), Contribution Agreement (General Maritime Ship Holdings LTD)

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Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Hxxxxx United (including any related notes thereto) included in the Hxxxxx United SEC Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of Hxxxxx United (trueincluding any related notes thereto) included in any Hxxxxx United SEC Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Hxxxxx United 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 Hxxxxx United and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with U.S. GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities that are fully reflected or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared reserved for in accordance with U.S. GAAP in the consolidated financial statements of Hxxxxx United included in its Annual Report on Form 10-K for the year ended December 31, 2004, as filed with the SEC, or (ii) liabilities incurred since December 31, 2004 in the ordinary course of business, neither Hxxxxx United nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, and whether due 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 Sheetto become due), except for liabilitiesand there is no existing condition, debts, situation or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date set 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 circumstances that could reasonably 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 expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Hudson United Bancorp), Merger Agreement (Td Banknorth Inc.), Merger Agreement (Toronto Dominion Bank)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of TD Banknorth (including any related notes thereto) included in the TD Banknorth SEC Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of TD Banknorth (trueincluding any related notes thereto) included in any TD Banknorth SEC Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of TD Banknorth 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 TD Banknorth and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with U.S. GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of TD Banknorth included in its Annual Report on Form 10-K for the date of year ended December 31, 2004, as filed with the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debtsSEC, or obligations (ii) liabilities incurred since December 31, 2004 in the ordinary course of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP business, neither TD Banknorth nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, and whether due 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 Sheetto become due), except for liabilitiesand there is no existing condition, debts, situation or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date set 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 circumstances that could reasonably 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 expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Hudson United Bancorp), Merger Agreement (Toronto Dominion Bank), Merger Agreement (Td Banknorth Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaserschedules) 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 basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Company and its Subsidiaries as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Wolf & Company, P.C. has not resigned (or informed Company that it intends to resign) or been dismissed as independent public accountants of the Company as at their respective dates and the results a result of operations (andor in connection with any disagreements with Company on a matter of accounting principles or practices, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyfinancial statement disclosure or auditing scope or procedure. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Company included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2022, as filed with the SEC, (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, ii) liabilities 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 since December 31, 2022 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the date of this Agreement; (iv) liabilities or obligations incurred directly as a result of this Agreement, or (v) liabilities set forth in Company Disclosure Schedule 3.09(b), neither Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement, or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse EffectEffect with respect to Company. (c) Company has made available to Buyer a copy of Company’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2022 which includes information regarding “off-balance sheet arrangements” effected by Company. (d) To the Knowledge of Company, Wolf & Company, P.C., which has expressed its opinion with respect to the audited financial statements of Company and its Subsidiaries (including the related notes) included in the Company Reports, is and has been throughout the periods covered by such financial statements “independent” with respect to Company within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board. Since To the Knowledge of Company as of the date of the Balance Sheetthis Agreement, there has been no material adverse change in the businessfact or circumstance exists that would prevent Wolf & Company, operationsP.C., assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, from being able to consent to the actual knowledge inclusion of its opinion with respect to Company’s audited financial statements for the General Partners and year ended December 31, 2022 to be incorporated by reference into the SellersJoint Proxy Statement-Prospectus when the Registration Statement (or any amendment thereto) is filed with the SEC or to express its opinion with respect to Company’s audited financial statements for the year ending December 31, no event has occurred or facts or circumstances exist which would 2023 to be reasonably likely filed with the SEC after the Effective Time as an exhibit to result in a Material Adverse Effect.Buyer’s Current Report on Form 8-K.

Appears in 2 contracts

Samples: Merger Agreement (Cambridge Bancorp), Merger Agreement (Eastern Bankshares, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included or incorporated by reference in the Company Reports, including reports on Forms 10-K and 10-Q, as of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, comply as to form in all material respects with the then applicable accounting requirements and the Interim Financial Statements published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (true"GAAP") applied on a consistent basis (except as may be indicated in the notes thereto and except in the case of unaudited statements, complete as permitted by Form 10-Q under the Exchange Act), and accurate copies fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations, changes in stockholders' equity and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments, none of which have been previously delivered and are reasonably likely to Purchaser) have been prepared from be materially adverse to the Company). The books and records of the Company on a consistent basis (andand its Subsidiaries have been, and are being, maintained, in the case of the Financial Statementsall material respects, 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 other legal and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyaccounting requirements. (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 There are no material liabilities, debts, liabilities or obligations of the type required to be reported on a Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, 31 determined, determinable, inchoate or otherwise (collectively, "Liabilities"), other than (i) Liabilities disclosed and provided for in the consolidated balance sheet (including of the footnotes thereto) prepared in accordance with GAAP (whether absoluteCompany as of December 31, accrued, contingent or otherwise and, 2003 set forth in the case of any such liabilitiesCompany's Annual Report on Form 10-K for the year ended December 31, debts, 2003 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 notes thereto, (including the footnotes thereto). Since the date of the Balance Sheetii) Liabilities incurred since December 31, 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 2003 in the ordinary course of business and that would not reasonably likely to have have, individually or in the aggregate, a Company Material Adverse Effect. Since the date of the Balance SheetEffect and (iii) other Liabilities that would not have, there has been no material adverse change individually or in the businessaggregate, operations, assets, condition (financial or otherwise), liabilities or results of operations of the a 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. (c) Except as set forth in Section 4.08 of the Company Disclosure Letter, as of the date hereof, there are no related party transactions or off-balance sheet structures or transactions with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in the Company Reports that are not reported or set forth in the Annual Meeting Proxy Statement.

Appears in 2 contracts

Samples: Merger Agreement (Brown Tom Inc /De), Agreement and Plan of Merger (Encana Corp)

Financial Statements; Undisclosed Liabilities. (a) Seller has delivered to Buyer (i) the unaudited balance sheet of the Company as of December 31, 2009 (the “Balance Sheet”), and the income statement of the Company for the year then ended, together with the schedules thereto and (ii) the unaudited balance sheet of the Company as of the Interim Balance Sheet Date (the “Interim Balance Sheet”) and the income statement for the period commencing on January 1, 2010 and ending on the Interim Balance Sheet Date, together with the schedules thereto (clauses (i) and (ii), collectively and as delivered to Buyer pursuant to Section 1.1(b), the “Financial Statements”). 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 substantially in accordance with the applicable books and records of the Company on a consistent basis (andand present fairly, 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 respects, the financial condition position of the Company as at their respective dates of the applicable dates, and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the applicable periods covered therebyin conformity with United States generally accepted accounting principles (“GAAP”), except as otherwise indicated in the Financial Statements and except for normal recurring year end adjustments and the lack of footnotes thereto. (b) As of the date of the Balance Sheet, other than those Except as set forth in any Section 4.6(b) of the Disclosure ScheduleLetter in connection with any other representation or warranty contained in this Agreement or as reflected, 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 reserved against 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 disclosed in the Balance Sheet or the exhibits to the applicable Financial Statement, as of the Balance Sheet Date, the Company did not have any liabilities or obligations that were not reflected, reserved against or otherwise disclosed in the Financial Statements and were required to be reflected on the Balance Sheet or otherwise disclosed in notes to 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 theretoif notes had been prepared) prepared in accordance with GAAP (whether absoluteand that, accrued, contingent individually 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 Sheetaggregate, 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 be material to the Company; provided, however, that the representations and warranties contained in this Section 3.5(b) shall not be deemed breached if such breach relates to a Material Adverse Effectmatter that is covered by a representation or warranty contained in Article 2 or 3 that is qualified by Knowledge of Seller or Seller’s Knowledge and such matter was not within the Knowledge of Seller.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Pinnacle Airlines Corp), Stock Purchase Agreement (Pinnacle Airlines Corp)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Acquiror (including any related notes and schedules thereto) included in the Interim Financial Statements Acquiror Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Acquiror and its 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 Acquiror and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Acquiror included in its Quarterly Report filed on Form 10-Q for the fiscal quarter ended September 30, 2010, as filed with the SEC 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since December 31, 2009 in the ordinary course of business consistent with past practice, neither Acquiror nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have 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 EffectEffect on Acquiror.

Appears in 2 contracts

Samples: Merger Agreement (People's United Financial, Inc.), Merger Agreement (Danvers Bancorp, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Schedule consists of the following financial statements (the “Financial Statements”): (i) the Company’s unaudited consolidated balance sheet as of May 31, 2012 and the Interim related statements of income and cash flows for the two-month period then ended, (ii) the Company’s audited consolidated balance sheet as of March 31, 2012 and the related statement of income and cash flows for the fiscal year then ended and (iii) the Company’s audited consolidated balance sheets as of March 31, 2010 and March 31, 2011 and the related statements of income and cash flows for the fiscal years then ended. The Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) based upon the information contained in the Company’s and its Subsidiaries’ books and records, 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 GAAP, consistently applied on a consistent basis) throughout the periods covered thereby indicated, and present fairly present in all material respects the financial condition condition, results of operations and cash flows of the Company and its Subsidiaries (taken as at their respective dates a whole) as of the times and for the results of operations (andperiods referred to therein, subject in the case of the Financial Statements, unaudited financial statements to (i) the cash flowsabsence of footnote disclosures and other presentation items and (ii) of the Company for the periods covered therebychanges resulting from normal year-end adjustments. (b) As There are no liabilities of the date Company or any of the Balance Sheetits Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than those set forth in Section 4.6(b(i) 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, liabilities provided for 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 2012 Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses disclosed 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 notes thereto; (including the footnotes theretoii) 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 since the date of the 2012 Balance Sheet; and (iii) other undisclosed liabilities which, there has been no material adverse change individually or in the businessaggregate, operations, assets, condition (financial or otherwise), liabilities or results of operations of are not material to the Company and its Subsidiaries, taken as a whole (and excluding obligations under contracts set forth on the Material Contracts Schedule or under other than general economic contracts and commitments entered into in the ordinary course of business which are not required to be disclosed thereon due to specified dollar thresholds or industry conditionsother limitations (but not liabilities for breaches thereof), 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).

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Campbell Soup Co)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements, including the notes thereto 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, supporting schedules included in the case of Registration Statement, the Financial StatementsPreliminary Prospectus and Prospectus, 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 position, cash flows and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company at the dates and for the periods covered thereby. to which they apply; and such financial statements have been prepared in conformity with generally accepted accounting principles (b) As of “GAAP”), consistently applied throughout the date of periods involved; and the Balance Sheet, other than those set forth supporting schedules included in Section 4.6(b) of the Disclosure Schedule, Registration Statement present fairly the Company had no material liabilities, debts, or obligations of the type information required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent stated therein. No other financial statements 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 supporting schedules are required to be reported on a included or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus. The Registration Statement discloses all material off-balance sheet transactions, arrangements, obligations (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwiseobligations), except for liabilities incurred and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the ordinary course Registration Statement, the Preliminary Prospectus and the Prospectus, (a) neither the Company nor Cellectar, Inc., its wholly owned subsidiary (the “Subsidiary”), has incurred any material liabilities or obligations, direct or contingent, (other than liabilities and obligations of business a type or nature not required under GAAP to be reflected in the Company’s financial statements, which, individually and in the aggregate, would not reasonably likely be expected to have a Material Adverse Effect. Since ), or entered into any material transactions other than in the date ordinary course of business, (b) neither the Company nor the Subsidiary has declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in or amendment to the terms of the Balance Sheetcapital stock of the Company or the Subsidiary or any grants under any stock compensation plan and, (d) there has not been no any material adverse change in the business, operations, assets, condition (financial Company’s or otherwise), liabilities the Subsidiary’s long-term 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 Effectshort-term debt.

Appears in 2 contracts

Samples: Underwriting Agreement (Novelos Therapeutics, Inc.), Underwriting Agreement (Novelos Therapeutics, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements To the best of the Company’s knowledge and belief, the Interim Financial Statements (true, Company has previously delivered to the Investor complete and accurate copies of which have been previously delivered the audited balance sheet of the Company as of December, 2011 (the “Latest Balance Sheet”) and (such statements of income and the Latest Balance Sheet being herein referred to Purchaser) have been prepared from as the “Latest Financial Statements”). The Latest Financial Statements are based upon the information contained in 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 and accurately present in all material respects the financial condition of the Company as at their respective of the dates thereof 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 referred to be reported on a balance sheet (including the footnotes thereto) therein. The Latest Financial Statements have been prepared in accordance with GAAP (whether absoluteas defined herein) applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), 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 and reflect all adjustments necessary to a fair and accurate statement 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 financial condition 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 for the interim periods presented. (b) To the best of the Company’s knowledge and belief, all accounts, books and ledgers related to the business of the Company and its subsidiaries are properly and accurately kept, are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. Neither the Company nor its subsidiaries have any of its material records, systems, controls, data, or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and there from) are not under the exclusive ownership (excluding licensed software programs) and direct control of the Company or its subsidiaries. (c) To the best of the Company’s knowledge and belief, except as and to the extent reflected in the Latest Balance Sheet, or any balance sheet subsequently filed with the SEC, the Company does not have any Liabilities (as defined herein) of any nature, other than general economic or industry conditions), and, to Liabilities incurred in the actual knowledge Ordinary Course of Business (as defined herein) since the date of the General Partners Latest Balance Sheet and Liabilities arising in connection with this Agreement and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effecttransactions contemplated herein.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Mondial Ventures Inc), Assignment and Bill of Sale (Egpi Firecreek, Inc.)

Financial Statements; Undisclosed Liabilities. (ai) GECS has previously delivered to PWG (A) the unaudited balance sheet of KP & Co. as of July 31, 1997 (the "July 31 Balance Sheet"), and (B) the unaudited balance sheet of KP & Co. as of December 31, 1996 (the financial statements described in clauses (A) and (B) above, together the "Financial Statements"). The Financial Statements have been, and the Interim Financial Statements Closing Balance Sheet will be, prepared in conformity with United States generally accepted accounting principles consistently applied (trueexcept in each case as described in any notes thereto, 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 Closing Balance Sheet will include only notes consistent with GAAP applied the notes to the Signing Balance Sheet) and on a consistent basis) throughout the periods covered thereby and that basis fairly present in all material respects (subject to normal, recurring year-end audit adjustments) the financial condition of the Company KP & Co. 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 therebydates thereof. (bii) 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 KP & Co. does not have any material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP any nature (whether accrued, absolute, accruedcontingent, contingent unasserted 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 Sheetotherwise), except for liabilities(1) as disclosed, debts, or obligations reflected or reserved against in the July 31 Balance Sheet or and the Financial Statements notes thereto, (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 thereto2) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the July 31 Balance Sheet, and (3) for liabilities and obligations with respect to Litigation against KP & Co. that is not reasonably likely required by United States generally accepted accounting principles to have be reflected or reserved against on a Material Adverse Effect. balance sheet of KP & Co. or in the notes thereto but is fully indemnified pursuant to Section 6.2 (it being understood that matters to be funded out of the Pre-Tax Reserve (as hereinafter defined) shall be deemed to be fully indemnified pursuant to Section 6.2). (iii) Since the date of the July 31 Balance Sheet, there has not been no any material adverse change in the businessfinancial condition, operationsproperties, assets, condition (financial assets or otherwise), liabilities or results business 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.KP & Co.

Appears in 2 contracts

Samples: Share Purchase Agreement (Paine Webber Group Inc), Share Purchase Agreement (General Electric Co)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of March 31, 2009 and the Interim Financial Statements (truerelated statements of income and cash flows of the Company for the three-month period ended as of such date, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reasonably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transactions contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Pure Biofuels Corp), Securities Purchase Agreement (Plainfield Asset Management LLC)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and schedules thereto) included in the Interim Financial Statements Company Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Company and its 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 Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Company included in its Annual Report on Form 10-K for the Financial Statements fiscal year ended September 30, 2013, as filed with the SEC; (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, ii) liabilities 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 since September 30, 2013 in amounts consistent with past practice (including such liabilities contained in the Company Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; (iv) liabilities or obligations incurred directly as a result of this Agreement; or (iv) liabilities that would not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect. Since the date , neither Company nor any of the Balance Sheetits Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, there has been no material adverse change in the business, operations, assets, condition (financial accrued or otherwise), liabilities contingent or results of operations of the Company (other than general economic otherwise and whether due or industry conditionsto become due), and, to the actual knowledge except as set forth in Company Disclosure Schedule 3.09, there is no existing condition, situation or set of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which that would reasonably be reasonably likely expected to result in such a Material Adverse Effectliability, other than pursuant to or as contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Peoples Federal Bancshares, Inc.), Merger Agreement (Independent Bank Corp)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has delivered to the Interim Financial Statements (trueParent the following financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as SCHEDULE 3.7: (i) Compiled, reviewed or management-prepared balance sheets of the Company dated December 31, 1997 and December 31, 1998 and compiled, reviewed or management-prepared statements of income, stockholders' equity and cash flows for each of the two (2) years ended December 31, 1997 and December 31, 1998, certified by the Chief Financial Officer of the Company (the "Year-End Company Financial Statements"); (ii) Management prepared balance sheets of the Company as of December 16, 1999 (herein the "Company Balance Sheet Date") and statements of income, stockholders' equity and cash flows for the period then ended, certified by the Chief Financial Officer of the Company (the "Interim Company Financial Statements", together with the Year-End Company Financial Statements, the "Company Financial Statements"); The Company Financial Statements 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 consistently during the periods covered thereby (except that the Interim Company Financial Statements are subject to normal year-end audit adjustments and do not include footnotes), and present fairly present in all material respects the financial condition of the Company as at their respective the dates of said statements and the results of their 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 Company Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure ScheduleSheet Date, the Company had no material liabilitiesliabilities of any nature, debtswhether accrued, 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, (including without limitation liabilities as guarantor or otherwise and, in with respect to obligations of others or contingent liabilities arising prior to the case of any such liabilities, debts, Company Balance Sheet Date) except liabilities stated or obligations in respect of any Taxes, as determined adequately reserved for on the basis of Tax Law as Company Financial Statements or reflected in effect Schedules furnished to Parent hereunder as of the date hereof. (c) As 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 Sheethereof, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred no liabilities of any liabilitiesnature, debtswhether accrued, 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), (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) except for liabilities (i) stated or adequately reserved against on the appropriate Company Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to Parent hereunder on the date hereof or (iii) 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 Effectconsistent with prior practices.

Appears in 2 contracts

Samples: Merger Agreement (Bizness Online Com), Merger Agreement (Miller Kirk)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and schedules thereto) included in the Interim Financial Statements Company Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Company and its 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 Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Company included in its Transition Report on Form 10-K for the fiscal year transition period from May 1, 2011 to March 31, 2012, as filed with the SEC 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since March 31, 2012 in the ordinary course of business consistent with past practice, neither Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and not reasonably likely whether due or 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 conditionsbecome due), and, except as set forth in Company Disclosure Schedule 3.09, there is no existing condition, situation or set of circumstances that could reasonably be expected to the actual knowledge result in such a liability that, either alone or when combined with all other liabilities of the General Partners and the Sellersa type not described in clause (i) or (ii), no event has occurred had, or facts or circumstances exist which would be reasonably likely expected to result in have, a Material Adverse EffectEffect on Company, other than pursuant to or as contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Mayflower Bancorp Inc)

Financial Statements; Undisclosed Liabilities. (a) Fox Chase has previously made available, or will make available, to Univest the Fox Chase Regulatory Reports. The Financial Statements Fox Chase 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 Interim Financial Statements (trueperiods covered by such statements, complete and accurate copies fairly present, or will fairly present, in all material respects, the financial position, results of which have been previously delivered to Purchaser) have been prepared from operations and changes in shareholders’ equity of Fox Chase as of and for the books periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and records pronouncements of the Company applicable Bank Regulators, applied on a consistent basis. (b) Fox Chase has previously made available, or will make available, to Univest the Fox Chase Financial Statements. The Fox Chase 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 Fox Chase and the Fox Chase Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof (and, subject in the case of the Financial Statementsunaudited interim statements to normal year-end adjustments and to any other adjustments described therein), in accordance with GAAP applied on a consistent basis) throughout during the periods covered thereby involved, except as indicated in the notes thereto and fairly present in all material respects the financial condition of the Company as at their respective dates and the results of operations (and, except in the case of unaudited statements to normal recurring audit adjustments and the Financial Statements, the cash flows) absence of the Company for the periods covered therebyfootnotes. (bc) As of the date of each balance sheet included in the Balance SheetFox Chase Financial Statements, other than those set forth in Section 4.6(b) of the Disclosure Scheduleneither Fox Chase nor Fox Chase Bank, the Company had no as applicable, has had, or will have, any material liabilities, debts, obligations 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 loss contingencies 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 nature (whether absolute, accrued, contingent or otherwise)) of a type required to be reflected in such Fox Chase Financial Statements or Fox Chase 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 unaudited statements to normal recurring audit adjustments and the absence of footnotes, except for liabilities incurred in the ordinary course of business and such liabilities, obligations or loss contingencies that, either alone or when combined with all similar liabilities, have not had or would not reasonably likely be expected to have a Material Adverse EffectEffect on Fox Chase. (d) The records, systems, controls, data and information of Fox Chase and the Fox Chase Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Fox Chase or any Fox Chase Subsidiary or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described in this Section 4.5(d). Since Fox Chase (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to Fox Chase, including its consolidated Fox Chase Subsidiaries, is made known to the chief executive officer and the chief financial officer of Fox Chase by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Fox Chase’s outside auditors and the audit committee of Fox Chase’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect Fox Chase’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Fox Chase’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Fox Chase’s auditors and audit committee and a copy has previously been made available to Univest. (e) Since December 31, 2014, (i) neither Fox Chase nor any 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), andFox Chase Subsidiaries nor, to the actual knowledge Knowledge of Fox Chase, any director, officer, employee, auditor, accountant or representative of Fox Chase or any of the General Partners Fox Chase Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fox Chase or any of the Fox Chase Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fox Chase or any of the Fox Chase Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fox Chase or any of the SellersFox Chase Subsidiaries, no event whether or not employed by Fox Chase or any of the Fox Chase Subsidiaries, has occurred reported evidence of a material violation of Securities Laws, breach of fiduciary duty or facts similar violation by Fox Chase or circumstances exist which would be reasonably likely any of its officers, directors, employees or agents to result in a Material Adverse Effectthe board of directors of Fox Chase or any committee thereof or to any director or officer of Fox Chase.

Appears in 2 contracts

Samples: Merger Agreement (Univest Corp of Pennsylvania), Merger Agreement (Fox Chase Bancorp Inc)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Acquiror (including any related notes and schedules thereto) included in the Interim Financial Statements Acquiror Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of Acquiror and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the Company as at their respective dates and for the results of operations periods shown all in accordance with GAAP (andsubject, in the case of unaudited statements, to normal year-end adjustments, and the Financial Statementsabsence of footnotes). The books and records of Acquiror and its Subsidiaries have been, the cash flows) of the Company for the periods covered therebyand are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities or obligations that are fully reflected or reserved for in the consolidated financial statements of Acquiror included in its Annual Report filed on Form 10-K for the fiscal year ended March 31, 2012, as filed with the SEC or otherwise disclosed in the Acquiror Reports filed subsequent to the date of the Balance Sheet, other than those set forth in Section 4.6(bfiling of such annual financial statements and prior to the date hereof or (ii) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteincurred since March 31, 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 2012 in the ordinary course of business business, neither Acquiror nor any of its Subsidiaries has incurred any liability or obligation of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) other than pursuant to or as contemplated by this Agreement, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have 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 EffectEffect on Acquiror.

Appears in 2 contracts

Samples: Merger Agreement (Ediets Com Inc), Merger Agreement (As Seen on TV, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of the Company (including any related notes and schedules thereto) included in the Company 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), were prepared in accordance with U.S. 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 the Company and its Subsidiaries and the Interim Financial Statements consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown (truesubject, complete and accurate copies in the case of unaudited statements, to normal year-end audit adjustments, none of which have been previously delivered is expected to Purchaser) have been prepared from be material, and to any other adjustments described therein, including the notes thereto). The books and records of the Company on a consistent basis (andand its Subsidiaries have been, in the case of the Financial Statementsand are being, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. The information with respect to the financial condition investment securities portfolio of the Company as at their respective dates and the results of operations (and, its Subsidiaries set forth in the case of the Financial Statements, the cash flowsSection 4.6(a) of the Company for the periods covered therebyDisclosure Schedule is true, correct and complete in all material respects. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date consolidated financial statements of the Balance SheetCompany included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007, as filed with the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilitiesSEC, debts, (ii) this Agreement or obligations of the type required to be reported on a balance sheet (including the footnotes theretoiii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since June 30, 2007 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), that either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect on 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 EffectCompany.

Appears in 2 contracts

Samples: Merger Agreement (Toronto Dominion Bank), Merger Agreement (Commerce Bancorp Inc /Nj/)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and accurate copies with the published rules and regulations of which have been previously delivered to Purchaser) the SEC (except, in the 39 case of unaudited statements, as permitted by the rules of the SEC), 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 basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes to them), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2020, as filed with the SEC, (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, ii) liabilities 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 since December 31, 2020 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to Buyer. (c) Ernst and Young LLP, which has expressed its opinion with respect to the date financial statements of Buyer and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results rules of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Appears in 2 contracts

Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Independent Bank Corp)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Banknorth (including any related notes thereto) included in the Banknorth Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of Banknorth (trueincluding any related notes thereto) included in any Banknorth Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Banknorth 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 Banknorth and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with U.S. GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Banknorth included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as filed with the SEC 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since June 30, 2004 in the ordinary course of business consistent with past practice, neither Banknorth nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and not reasonably likely whether due or 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 otherwisebecome due), liabilities and there is no existing condition, situation or results set 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 that could reasonably be reasonably likely expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Toronto Dominion Bank), Merger Agreement (Banknorth Group Inc/Me)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Interchange (including any related notes thereto) included in the Interchange SEC Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of Interchange (trueincluding any related notes thereto) included in any Interchange SEC Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Interchange 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 Interchange and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with U.S. GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities that are fully reflected or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared reserved for in accordance with U.S. GAAP in the consolidated financial statements of Interchange included in its Annual Report on Form 10-K for the year ended December 31, 2005, as filed with the SEC, or (ii) liabilities incurred since December 31, 2005 in the ordinary course of business, neither Interchange nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, and whether due 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 conditionsbecome due), and, to the actual knowledge best of the General Partners and the SellersInterchange’s Knowledge, there is no event has occurred existing condition, situation or facts or set of circumstances exist which would that could reasonably be reasonably likely expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Interchange Financial Services Corp /Nj/), Merger Agreement (Td Banknorth Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Acquiror (including any related notes and schedules thereto) included in the Interim Financial Statements Acquiror Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsSEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of Acquiror and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the Company as at their respective dates and for the results of operations periods shown all in accordance with GAAP (andsubject, in the case of unaudited statements, to normal year-end adjustments, and the Financial Statementsabsence of footnotes). The books and records of Acquiror and its Subsidiaries have been, the cash flows) of the Company for the periods covered therebyand are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities or obligations that are fully reflected or reserved for in the consolidated financial statements of Acquiror included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2010, as filed with the SEC or otherwise disclosed in the Acquiror Reports filed subsequent to the date of the Balance Sheet, other than those set forth in Section 4.6(bfiling of such annual financial statements and prior to the date hereof or (ii) of the Disclosure Schedule, the Company had no material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteincurred since December 31, 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 2010 in the ordinary course of business consistent with past practice, neither Acquiror nor any of its Subsidiaries has incurred any liability or obligation of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation, that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have 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 EffectEffect on Acquiror.

Appears in 2 contracts

Samples: Merger Agreement (Schwab Charles Corp), Merger Agreement (optionsXpress Holdings, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules thereto) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Buyer and its 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 Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since December 31, 2012 in the ordinary course of business consistent with past practice, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have 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 EffectEffect on Buyer.

Appears in 2 contracts

Samples: Merger Agreement (Mayflower Bancorp Inc), Merger Agreement (Independent Bank Corp)

Financial Statements; Undisclosed Liabilities. (a) The Company has delivered to Buyer (i) the financial statements for the Company for the fiscal years ended March 31, 2009, 2010 and 2011, (ii) the interim financial statements for the Company for the period ended June 30, 2012, copies of each of which are attached as Schedule 2.4(a)(i) (the financial statements referred to in clause (i) and (ii) are referred to herein as the “Financial Statements”). The balance sheets of the Company dated as of June 30, 2012 included in the Financial Statements are referred to herein as the “Current Balance Sheets.” The Financial Statements fairly present the financial position of the Company at each of the balance sheet dates and the Interim Financial Statements (true, complete and accurate copies results of which have been previously delivered to Purchaser) have been prepared from operations for the periods covered thereby. The books and records of the Company on a consistent basis (andfully and fairly reflect all of its transactions, in properties, assets and liabilities. There are no special or non-recurring items of income or expense during the case of periods covered by the Financial Statements, and the balance sheets included in accordance with GAAP applied on the Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets. The Financial Statements reflect all adjustments necessary for a consistent basis) throughout the periods covered thereby and fairly present in all material respects fair presentation of 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 therebyinformation contained therein. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedulehereof, the Company had no material liabilitiesdoes not have any, debtsand with respect to the Leased Real Property (as defined in Section 2.12(k)) there are no, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (obligations, 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 except: (i) to the extent reflected on the Current Balance Sheets and not heretofore paid or discharged; (ii) liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since consistent with past practice since the date of the Current Balance SheetSheets which, individually and in the aggregate, are not material and are of the same character and nature as the obligations, duties and liabilities set forth on the Current Balance Sheets; (iii) liabilities incurred in the ordinary course of business prior to the date of the Current Balance Sheets which were not required to be recorded thereon and which, in the aggregate, are not material; and (iv) liabilities and obligations specifically disclosed in Schedule 2.4(b). (c) Except as set forth on Schedule 2.4(c) hereto, there has been is no material adverse change in Indebtedness and/or capitalized equipment lease obligations of the businessCompany, operationsor with respect to the Leased Real Property, assetsas of the date hereof. (d) As of the date hereof, condition (financial or otherwise), liabilities or results of operations there is no other indebtedness of the Company (other than general economic or industry conditions), and, owing to the actual knowledge any of the General Partners and Seller Parties or any other director, officer or Employee of the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectCompany.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (XPO Logistics, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of the Company (including any related notes and schedules thereto) included in the Company 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, the Securities Act and the Interim Financial Statements (trueExchange Act, complete and accurate copies with the rules and regulations of which have been previously delivered to Purchaser) the SEC with respect thereto, have been prepared from the books and records of the Company on a consistent basis in accordance with U.S. GAAP (except as may be disclosed therein and, in the case of the Financial Statementsunaudited financial statements, in accordance with GAAP applied on a consistent basis) throughout as permitted by the periods covered thereby SEC, and except that the unaudited financial statements are subject to normal year-end and audit adjustments), and fairly present present, in all material respects respects, the consolidated financial condition position of the Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as at their respective of the dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyshown. Except as have been described in the Company Reports, there are no unconsolidated Subsidiaries of the Company. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are reflected or reserved against for in the Balance Sheet consolidated financial statements of the Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 or the Financial Statements notes thereto, as filed with the SEC, (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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since September 30, 2021 in the ordinary course of business and consistent with past practice, (iii) liabilities incurred pursuant to or as expressly permitted by this Agreement or any other Transaction Document, (iv) liabilities that have been discharged or paid in full prior to the date of this Agreement or (v) liabilities that would not have or reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect. Since , neither the date Company nor any of the Balance Sheetits Subsidiaries has incurred any liability or obligations of any nature whatsoever (whether absolute, there has been no material adverse change in the business, operations, assets, condition (financial accrued or contingent or otherwise), liabilities whether due or results of operations of the Company (other than general economic to become due) and whether or industry conditions)not required by U.S. GAAP to be disclosed, and, to the actual knowledge of the General Partners and the Sellers, no event has occurred reflected or facts or circumstances exist which would be reasonably likely to result reserved for in a Material Adverse Effectconsolidated balance sheet or the notes thereto.

Appears in 2 contracts

Samples: Merger Agreement (Moneygram International Inc), Merger Agreement (Moneygram International Inc)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules thereto) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Buyer and its 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 Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the fiscal year ended December 31, 2011, as filed with the SEC 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since December 31, 2011 in the ordinary course of business consistent with past practice, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have 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 EffectEffect on Buyer.

Appears in 2 contracts

Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Central Bancorp Inc /Ma/)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Attached hereto as Schedule 4.8 are the Interim Financial Statements following (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 statements referred to in clauses (i) and (ii) below being collectively referred to as the “Historical Financials”): (i) unaudited balance sheet of the Company as at their respective dates of December 31, 2006, December 31, 2005, and the results December 31, 2004, and statements of operations (and, in the case income and retained earnings for each of the Financial Statementsthree years then ended, which have not been reviewed by the cash flowsoutside accounting firm of the Company; and (ii) unaudited, management prepared financial statements of the Company for the periods covered thereby. (b) As consisting 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 close of business of the Balance Sheetday immediately prior to the Effective Date (the “Most Recent Fiscal Month End”), except and a statement of operations for liabilitiesthe appropriate period then ended. The Historical Financials (including, debtsin each case, or obligations reflected or reserved against in the Balance Sheet or related schedules and notes, if any) fairly present the Financial Statements (including the footnotes thereto). Since the date financial position 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 as of the type required to be reported on a respective dates of such balance sheet (including sheets and 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 for the respective periods covered by such statements of income, and have not been prepared in accordance with GAAP. (other than general economic b) Except as set forth on Schedule 4.8(b) hereto, the Company does not have any liabilities (whether known or industry conditionsunknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes), andexcept for (i) liabilities set forth on the Latest Balance Sheet (rather than in any notes thereto), and (ii) liabilities that have arisen after the Most Recent Fiscal Month End in the ordinary course of business. (c) None of the Company nor any of its officers, directors or, to the actual knowledge Knowledge of the General Partners and Company, any of their respective Affiliates (i) is contemplating the Sellersfiling of a petition under the Bankruptcy Laws with respect to the Company, no event has occurred or facts the liquidation of all or circumstances exist which would be reasonably likely to result in a Material Adverse Effectany major portion of its or their assets or properties, or (ii) is aware of any Person contemplating the filing of any petition against the Company under the Bankruptcy Laws. The Company is not contemplating materially changing its Business, as such Business is being conducted on the date hereof.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Real Goods Solar, Inc.), Stock Purchase Agreement (Real Goods Solar, Inc.)

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 financial statements of the Company on (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of the Company and its 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 the Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date consolidated financial statements of the Balance SheetCompany included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2010, as filed with the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, SEC or obligations of the type required to be reported on a balance sheet (including the footnotes theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since December 31, 2009 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and not reasonably likely whether due or 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 otherwisebecome due), liabilities and there is no existing condition, situation or results set 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 that could reasonably be reasonably likely expected to result in such a Material Adverse Effectliability, other than pursuant to or as contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (People's United Financial, Inc.), Merger Agreement (Danvers Bancorp, Inc.)

Financial Statements; Undisclosed Liabilities. (a) Correct and complete copies of the Financial Statements have been made available to the Purchaser. 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 basis during 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 involved (andsubject, in the case of unaudited financial statements, to (i) normal, recurring year-end audit adjustments, and (ii) the absence of footnotes). The Financial StatementsStatements fairly present, in all material respects, the consolidated financial position, results of operations, cash flows) flows and changes in stockholders’ equity of the Company and its Subsidiaries as of the dates thereof and for the periods covered therebythen ended (subject, in the case of unaudited interim statements, to (A) normal, recurring year-end audit adjustments, and (B) the absence of footnotes). (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, Neither the Company had no material liabilitiesnor any of its Subsidiaries has any liabilities which, debtsif known, or obligations of the type would be required to be reported reflected or reserved against on a consolidated balance sheet (including of the footnotes thereto) Company 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)footnotes thereto, except for liabilities, debts, or obligations liabilities (i) reflected or reserved against in on the balance sheet of the Company and its Subsidiaries as of May 31, 2007 (the “Balance Sheet Date”), (ii) incurred after 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 Date in the ordinary course of business and consistent with past practices, (iii) as contemplated by this Agreement or otherwise in connection with the Transactions, or (iv) as would not reasonably likely be expected, individually or in the aggregate, to have a Material Adverse Effect. Since . (c) As of May 31, 2007, the date of amount equal to (i) the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations aggregate consolidated Indebtedness of the Company and its Subsidiaries of a type required to be reflected on a balance sheet prepared in accordance with GAAP, minus (other than general economic or industry conditionsii) the aggregate consolidated cash and cash equivalents held by the Company and its Subsidiaries, calculated in accordance with GAAP in a manner consistent with the preparation of the most recent audited balance sheet included in the Financial Statements (to the extent not inconsistent with GAAP (“Net Indebtedness”), and, was equal 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$150,000,000.

Appears in 2 contracts

Samples: Stock Purchase Agreement (American Airlines Inc), Stock Purchase Agreement (Amr Corp)

Financial Statements; Undisclosed Liabilities. (a) The audited condensed combined financial statements and unaudited condensed combined interim financial statements of Company included or incorporated by reference in the Filed SEC Documents filed by Company (the “Company Business Financial Statements and the Interim Financial Statements Information”) (true, complete and accurate copies of which have been previously delivered to Purchaseri) have been prepared were derived from the books of account and other financial records of the Company on a consistent basis Vista Outdoor and its Subsidiaries, (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basisii) throughout the periods covered thereby and present fairly present in all material respects the financial condition position of the Company as at their respective dates Business and the results of operations and changes in cash flows of the Company Business as of the dates thereof and for the periods covered thereby (andsubject, in the case of the Financial Statementsunaudited interim financial statements, the cash flowsto normal year-end audit adjustments, none of which are expected to be material), and (iii) of the Company for were prepared in accordance with GAAP, applied in all material respects on a consistent basis during the periods covered therebythereby (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, none of which are expected to be material). (b) As of the date of the Balance Sheet, other than those set forth Except as reflected or reserved against in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilitiesBusiness Financial Information, debts, or obligations neither Company nor any of the type its consolidated Subsidiaries has any Liabilities of a nature required to be reported on disclosed in 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 Liabilities (i) incurred after the Company Business Balance Sheet Date in the ordinary course of business and (none of which are a Liability resulting from a breach of contract, infringement, misappropriation, tort, violation of Law or any Environmental Liability), (ii) as contemplated by this Agreement or the CSG-Vista Outdoor Merger Agreement or otherwise incurred in connection with the Transactions or the CSG-Vista Outdoor Transactions, or (iii) that, individually or in the aggregate, have not been, or would not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheetbe, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of to the Company Business, taken as a whole. (other than general economic c) Neither Company nor any Company Subsidiary has applied for or industry conditions), and, obtained a loan or second draw pursuant 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 EffectPPP.

Appears in 2 contracts

Samples: Merger Agreement (Revelyst, Inc.), Merger Agreement (Vista Outdoor Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of September 30, 2008 and the Interim Financial Statements (truerelated statements of income and cash flows of Holdings for the three-month and nine-month periods ended as of such dates, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reasonably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transaction contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, 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.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Pure Biofuels Corp), Securities Purchase Agreement (Plainfield Asset Management LLC)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Parent (including any related notes and schedules thereto) included in the Interim Financial Statements Parent Reports complied as to form, as of their respective dates of filing with the SEC or the applicable Canadian securities regulatory authority (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC or the applicable Canadian securities regulatory authority with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the applicable Canadian regulatory authorities), have been prepared in accordance with Canadian GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of Parent and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the Company as at their respective dates and for the results of operations periods shown (andsubject, in the case of unaudited statements, to normal year-end audit adjustments, none of which is expected to be material, and to any other adjustments described therein, including the Financial Statementsnotes thereto). The books and records of Parent and its Subsidiaries have been, the cash flows) of the Company for the periods covered therebyand are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Parent included in its Quarterly Report to Shareholders filed on Form 6-K for the quarter ended July 31, 2007, as filed with the SEC or otherwise disclosed in the Parent Reports filed subsequent to the date of the Balance Sheetfiling of such quarterly financial statements and prior to the date hereof, other than those set forth in Section 4.6(b(ii) of the Disclosure Schedule, the Company had no material liabilities, debtsthis Agreement, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoiii) 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 since July 31, 2007 in the ordinary course of business consistent with past practice, neither Parent nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), which has had, or would be reasonably likely expected to have 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 EffectEffect on Parent.

Appears in 2 contracts

Samples: Merger Agreement (Toronto Dominion Bank), Merger Agreement (Commerce Bancorp Inc /Nj/)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been --------------------------------------------- Company has previously delivered to PurchaserBuyer copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) have present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared from in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company on a consistent basis (andand the Company Subsidiaries, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby which books and fairly present records are complete and accurate in all material respects the financial condition of the Company as at their respective dates and the results of operations (and, have been maintained in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyall material respects in accordance with Applicable Law. (b) As Except for (i) those liabilities that are reflected or reserved against on the Com pany Balance Sheet and (ii) liabilities incurred in the ordinary course of business since the date of the Company Balance SheetSheet and which would not have, other than those set forth individually or in Section 4.6(b) of the Disclosure Scheduleaggregate, a Company Material Adverse Effect, the Company had has no material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (any nature, whether absolute, accrued, contingent or otherwise andand whether due or to become due, in the any case of any such liabilities, debts, or obligations in respect of any Taxes, as determined which are required by GAAP to be shown on the basis of Tax Law as in effect as a consolidated balance sheet 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 EffectCompany.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Commercial Federal Corp), Stock Purchase Agreement (Commercial Federal Corp)

Financial Statements; Undisclosed Liabilities. (a) The Sagicor Financial Statements and the Interim Financial Statements Statements: (true, complete and accurate copies of which have been previously delivered to Purchaseri) have been were prepared from the books and records of the Company in all material respects in accordance with IFRS applied 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 (except (x) as may be indicated in the notes to such financial statements, or (y) for the fact that the unaudited financial statements may not contain footnotes and other presentation items and are subject to normal year-end adjustments); and (ii) fairly present in all material respects the consolidated financial condition position of the Company Sagicor Group as at their of the respective dates thereof and the consolidated results of operations (and, in the case and cash flows of the Financial Statements, the cash flows) of the Company Sagicor Group 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 SheetSeptember 30, 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 Sheet2018, there has been no material adverse change in Sagicor’s financial accounting policies, methods or practices. (b) Sagicor does not intend to correct or restate, nor to the businessKnowledge of Sagicor, operationsis there any basis for any correction or restatement of, assetsany aspect of the Sagicor Financial Statements. The selected financial data and the summary financial information included in the Sagicor Filings have been compiled on a basis consistent with that of the Sagicor Financial Statements. (c) There are no material off-balance sheet transactions, condition arrangements, obligations (financial including contingent obligations) or otherwise), other relationships of Sagicor with unconsolidated entities or other Persons. (d) No member of the Sagicor Group has any liabilities or results obligations of operations any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise of such member of the Company (Sagicor Group required to be recorded or reflected on or reserved for or disclosed in a consolidated balance sheet of any member of the Sagicor Group, including the notes thereto, under IFRS, other than general economic liabilities or industry conditions), and, to obligations that: (i) are reflected or recorded on the actual knowledge consolidated balance sheet of Sagicor (including in the notes thereto) as of the General Partners Sagicor Balance Sheet Date (the “Sagicor Balance Sheet”); (ii) were incurred since the Sagicor Balance Sheet Date in the Ordinary Course and would not reasonably be expected to have, individually or in the Sellersaggregate, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Sagicor Material Adverse Effect; (iii) are incurred in connection with the transactions contemplated by this Agreement; (iv) have been discharged or paid in full prior to the execution of this Agreement; or (v) are permitted by this Agreement or disclosed in Section 3.06(d) of the Sagicor Disclosure Schedule.

Appears in 2 contracts

Samples: Arrangement Agreement (Sagicor Financial Co Ltd.), Arrangement Agreement

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of TD (including any related notes thereto) included in the TD Reports filed on or prior to the date hereof complied, and the Interim Financial Statements financial statements of TD (trueincluding any related notes thereto) included in any TD Reports filed after the date hereof will comply, complete and accurate copies as to form, as of which have been previously delivered their respective dates of filing with the SEC or any Canadian securities regulatory authority, as the case may be (or, if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC or such Canadian securities regulatory authority with respect thereto, have been, or will be, as the case may be, prepared in accordance with Canadian GAAP (andexcept, in the case of unaudited statements, as otherwise permitted by the Financial Statements, in accordance with GAAP rules of the applicable Canadian securities regulatory authorities) applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of TD 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 TD and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with Canadian GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of TD included in its Annual Report on Form 40-F for the fiscal year ended October 31, 2003, as filed with the SEC (the “TD Annual Report”) or otherwise disclosed in TD Reports filed subsequent to the date of the Balance SheetTD Annual Report and prior to the date hereof, other than (ii) liabilities incurred since October 31, 2003 in the ordinary course of business consistent with past practice, (iii) those liabilities set forth in Section 4.6(b) of the TD Disclosure ScheduleSchedule and (iv) liabilities that would not, the Company had no material liabilities, debts, individually 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 liabilitiesaggregate, 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 reasonably 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 expected to have a Material Adverse Effect. Since the date Effect on TD, neither TD nor any of the Balance Sheetits Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) and there has been is no material adverse change in the businessexisting condition, operations, assets, condition (financial situation or otherwise), liabilities or results set 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 that could reasonably be reasonably likely expected to result in such a Material Adverse Effectliability other than pursuant to or as contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (Banknorth Group Inc/Me), Merger Agreement (Toronto Dominion Bank)

Financial Statements; Undisclosed Liabilities. (a) Univest has previously made available, or will make available, to Fox Chase the Univest Regulatory Reports. The Financial Statements Univest 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 Interim Financial Statements (trueperiods covered by such statements, complete and accurate copies fairly present or will fairly present, in all material respects, the financial position, results of which have been previously delivered to Purchaser) have been prepared from operations and changes in shareholders’ equity of Univest as of and for the books periods ended on the dates thereof, in accordance with applicable regulatory accounting principles, including, but not limited to, all applicable rules, regulations and records pronouncements of the Company applicable Bank Regulators, applied on a consistent basis. (b) Univest has previously made available, or will make available, to Fox Chase the Univest Financial Statements. The Univest 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 Univest and the Univest Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof (and, subject in the case of the Financial Statementsunaudited interim statements to normal year-end adjustments), in accordance with GAAP applied on a consistent basis) throughout during the periods covered thereby and fairly present in all material respects the financial condition of the Company involved, except as at their respective dates and the results of operations (and, indicated 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, notes thereto and except 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 unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Balance Sheet)Univest Financial Statements, except for neither Univest nor Univest Bank has had or will have any material liabilities, debts, obligations or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date loss contingencies 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 nature (whether absolute, accrued, contingent or otherwise)) of a type required to be reflected in such Univest Financial Statements or Univest 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 Univest Regulatory Reports, the absence of footnotes, except for liabilities incurred in the ordinary course of business and such liabilities, obligations or loss contingencies that, either alone or when combined with all similar liabilities, have not had or would not reasonably likely be expected to have a Material Adverse EffectEffect on Univest. (d) The records, systems, controls, data and information of Univest and the Univest Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Univest or any Univest Subsidiary or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.5(d). Since Univest (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, (ii) has implemented and maintains disclosure controls and procedures to ensure that material information relating to Univest, including its consolidated Univest Subsidiaries, is made known to the chief executive officer and the chief financial officer of Univest by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Univest’s outside auditors and the audit committee of the Balance Sheet, there has been no Univest’s board of directors (A) any significant deficiencies and material adverse change weaknesses in the businessdesign or operation of internal control over financial reporting that are reasonably likely to adversely affect Univest’s ability to record, operationsprocess, assetssummarize and report financial information and (B) any fraud, condition whether or not material, that involves management or other employees who have a significant role in Univest’s internal controls over financial reporting. These disclosures (financial or otherwise)if any) were made in writing by management to Univest’s auditors and audit committee and a copy has previously been made available to Fox Chase. (e) Since December 31, liabilities or results of operations of the Company 2014, (other than general economic or industry conditions), andi) neither Univest nor any Univest Subsidiary nor, to the actual knowledge Knowledge of Univest, any director, officer, employee, auditor, accountant or representative of Univest or any Univest Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the General Partners accounting or auditing practices, procedures, methodologies or methods of Univest or any Univest Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Univest or any Univest Subsidiary has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Univest or any Univest Subsidiary, whether or not employed by Univest or any Univest Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Univest or any of its officers, directors, employees or agents to the Sellers, no event has occurred board of directors of Univest or facts any committee thereof or circumstances exist which would be reasonably likely to result in a Material Adverse Effectany director or officer of Univest.

Appears in 2 contracts

Samples: Merger Agreement (Univest Corp of Pennsylvania), Merger Agreement (Fox Chase Bancorp Inc)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and schedules thereto) included in the Interim Financial Statements Company Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Company and its 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 Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet consolidated financial statements of Company included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2011, as filed with the SEC 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since March 31, 2011 in the ordinary course of business consistent with past practice, neither Company nor any of its Subsidiaries has incurred any material liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement, that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have 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 EffectEffect on Company.

Appears in 2 contracts

Samples: Merger Agreement (Independent Bank Corp), Merger Agreement (Central Bancorp Inc /Ma/)

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 consolidated financial statements of the Company on a consistent basis included or incorporated by reference in Forms 10-Q and 10-K filed by the Company with the SEC since December 31, 2019 (andcollectively, the “Financial Statements”), comply or when submitted or filed will comply, as the case may be, in all material respects with the case applicable requirements of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout Securities Act and the periods covered thereby Exchange Act and present fairly or when submitted and filed will present fairly in all material respects the financial condition position, results of operations and cash flows of the Company and its consolidated subsidiaries, taken as at their respective dates and the results of operations (anda whole, in the case as of the Financial Statements, the cash flows) of the Company dates indicated and for the periods specified therein. The Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods and at the dates covered therebythereby (except as disclosed therein). The ARO Note constitutes a bona fide receivable of the applicable Debtor(s) and is properly reflected on the Company’s financial statements in accordance with GAAP, has not been forgiven or made subject to an assignment or right of set-off and has not been amended, modified, or forgiven in whole or in part. (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 There are no material liabilities, debts, liabilities or obligations of the type Company or any of the other Debtors of any kind whatsoever, whether accrued, contingent, absolute, determined or determinable, and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability or obligation, in each case, that would be required by GAAP, consistently applied, to be reported reflected on a the balance sheet of the Company other than: (including i) liabilities or obligations disclosed and provided for in the footnotes theretoconsolidated balance sheet of the Company and its Subsidiaries as of December 31, 2019 or in the notes thereto;(ii) prepared liabilities or obligations incurred in accordance with GAAP or in connection with this Agreement, (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, iii) liabilities 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 Sheetsince December 31, there has been no material adverse change 2019 or disclosed in the businessCompany SEC Documents, operations, assets, condition (financial or otherwise), iv) liabilities or results of operations of the Company obligations that have been discharged or paid in full or (other than general economic v) liabilities or industry conditions), and, obligations that would not be material to the actual knowledge of the General Partners and the SellersDebtors, no event has occurred or facts or circumstances exist which would be reasonably likely to result in taken as a Material Adverse Effectwhole.

Appears in 2 contracts

Samples: Restructuring Support Agreement (Valaris PLC), Backstop Commitment Agreement (Valaris PLC)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaserschedules) 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 basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes thereto), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Xxxxx & Young LLP has not resigned (or informed Xxxxx that it intends to resign) or been dismissed as independent public accountants of Buyer as a result of or in connection with any disagreements with Buyer on a matter of accounting principles or practices, 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 therebystatement disclosure or auditing scope or procedure. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2022, as filed with the SEC, (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, ii) liabilities 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 since December 31, 2022 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the date of this Agreement; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability, other than pursuant to or as contemplated by this Agreement, or that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse EffectEffect with respect to Buyer. (c) Buyer has made available to Company a copy of Buyer’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2022 which includes information regarding “off balance sheet arrangements” effected by Buyer. (d) To the Knowledge of Buyer, Xxxxx and Young LLP, which has expressed its opinion with respect to the audited financial statements of Buyer and its Subsidiaries (included the related notes) included in the Buyer Reports, is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board. Since To the Knowledge of Buyer as of the date of the Balance Sheetthis Agreement, there has been no material adverse change in the business, operations, assets, condition (financial fact or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, circumstance exists that would prevent Xxxxx and Young LLP from being able to consent to the actual knowledge inclusion of its opinion with respect to Company’s audited financial statements for the General Partners and year ending December 31, 2022 to be incorporated by reference into the SellersJoint Proxy Statement-Prospectus when the Registration Statement (or any amendment thereto) is filed with the SEC or express its opinion with respect to Buyer’s audited financial statements for the year ending December 31, no event has occurred or facts or circumstances exist which would 2023 to be reasonably likely to result in a Material Adverse Effect.filed with the SEC as part of Buyer’s Annual Report on Form 10-K.

Appears in 2 contracts

Samples: Merger Agreement (Eastern Bankshares, Inc.), Merger Agreement (Cambridge Bancorp)

Financial Statements; Undisclosed Liabilities. (a) The consolidated financial statements of Parent included in the Parent SEC Documents (the “Parent Financial Statements Statements”) as of their respective dates (if amended, as of the date of the last such amendment) comply as to form in all material respects with applicable accounting requirements and the Interim Financial Statements (truepublished rules and regulations of the SEC with respect thereto, 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) basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly present in all material respects the consolidated financial condition position of the Company Parent as at their respective of such dates and the consolidated results of operations (andand cash flows of Parent for such periods, except as otherwise noted therein. Except as set forth in the case of the Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the cash flows) of aggregate, have a Parent Material Adverse Effect. Parent has not had any disagreement with its independent public accounting firm that required disclosure in the Company for the periods covered therebyParent SEC Reports. (b) As There are no liabilities or obligations of Parent or the date of the Balance SheetParent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise), other than those set forth in Section 4.6(b(i) 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, liabilities or obligations reflected or reserved against in the Balance Sheet or the Parent Financial Statements 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for current liabilities incurred in the ordinary course of business since December 31, 2017, (iii) liabilities and not reasonably likely to obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, 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 Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Dominion Energy Inc /Va/), Merger Agreement (Dominion Energy Midstream Partners, LP)

Financial Statements; Undisclosed Liabilities. (a) TLLP’s Annual Report on Form 10‑K filed with the SEC on February 24, 2015 (the “TLLP 10‑K”) sets forth a true and complete copy of the consolidated audited statements of operations, changes in partners’ capital and cash flows for each of the three years in the period ended December 31, 2014 and balance sheets as of December 31, 2014 and 2013 for TLLP, including the notes thereto (the financial statements set forth in the TLLP 10‑K are collectively referred to as the “TLLP Financial Statements”). The TLLP 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) basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly present in all material respects the financial condition of the Company TLLP as at their respective of such dates and the results of operations (andof TLLP for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the TLLP Financial Statements, the cash flowsthere are no “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Company for Exchange Act), where the periods covered therebypurpose of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, TLLP in the TLLP Financial Statements or any TLLP SEC Report. TLLP has not had any disagreement with its independent public accounting firm requiring disclosure in the TLLP SEC Reports. (b) As There are no liabilities or obligations of TLLP, TLLP General Partner or the date TLLP Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of the Balance Sheetfederal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than those set forth in Section 4.6(b(i) 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, liabilities or obligations reflected or reserved against in the Balance Sheet or the TLLP Financial Statements 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for current liabilities incurred in the ordinary course of business since December 31, 2014, and not reasonably likely to (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, 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 TLLP Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (QEP Midstream Partners, LP), Merger Agreement (Tesoro Logistics Lp)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of September 30, 2007 and the Interim Financial Statements (truerelated statements of income and cash flows of Holdings for the three-month and nine-month periods ended as of such dates, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reasonably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transaction contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Plainfield Asset Management LLC)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has previously delivered to the Interim Financial Statements (true, Investors complete and accurate copies of which have been previously delivered the audited balance sheet of the Company as of December 31, 2006 (the “Latest Balance Sheet”) and the unaudited statements of income of the Company quarter ended June 30, 2007 (such statements of income and the Latest Balance Sheet being herein referred to Purchaser) have been prepared from as the “Latest Financial Statements”). The Latest Financial Statements are based upon the information contained in 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 and accurately present in all material respects the financial condition of the Company as at their respective of the dates thereof 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 referred to be reported on a balance sheet (including the footnotes thereto) therein. The Latest Financial Statements have been prepared in accordance with GAAP (whether absoluteas defined herein) applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), 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 and reflect all adjustments necessary to a fair and accurate statement 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 financial condition 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 for the interim periods presented. (b) All accounts, books and ledgers related to the business of the Company and its subsidiaries are properly and accurately kept, are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. Neither the Company nor its subsidiaries have any of its material records, systems, controls, data, or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership (excluding licensed software programs) and direct control of the Company or its subsidiaries. (c) Except as and to the extent reflected in the Latest Balance Sheet, the Company does not have any Liabilities (as defined herein) of any nature (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted), other than general economic or industry conditions), and, to Liabilities incurred in the actual knowledge Ordinary Course of Business (as defined herein) since the date of the General Partners Latest Balance Sheet and Liabilities arising in connection with this Agreement and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effecttransactions contemplated herein.

Appears in 1 contract

Samples: Series B Convertible Preferred Stock Purchase Agreement (Nighthawk Systems Inc)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has delivered to the Interim Financial Statements (trueParent the following financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as SCHEDULE 3.7: (i) Compiled, reviewed or management-prepared balance sheets of the Company dated December 31, 1998 and December 31, 1999 and compiled, reviewed or management-prepared statements of income, stockholders' equity and cash flows for each of the two (2) years ended December 31, 1998 and December 31, 1999, certified by the Chief Financial Officer of the Company (the "Year-End Company Financial Statements"); (ii) Management prepared balance sheets of the Company as of May 31, 2000 (herein the "Company Balance Sheet Date") and statements of income, stockholders' equity and cash flows for the five (5) months then ended, certified by the Chief Financial Officer of the Company (the "Interim Company Financial Statements", together with the Year-End Company Financial Statements, the "Company Financial Statements"); The Company Financial Statements 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 consistently during the periods covered thereby thereby, and present fairly present in all material respects the financial condition of the Company as at their respective the dates of said statements and the results of their 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 Company Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure ScheduleSheet Date, the Company had no material liabilitiesliabilities of any nature, debtswhether accrued, 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, (including without limitation liabilities as guarantor or otherwise and, in with respect to obligations of others or contingent liabilities arising prior to the case of any such liabilities, debts, Company Balance Sheet Date) except liabilities stated or obligations in respect of any Taxes, as determined adequately reserved for on the basis of Tax Law as Company Financial Statements or reflected in effect Schedules furnished to Parent hereunder as of the date hereof. (c) As 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 Sheethereof, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred no liabilities of any liabilitiesnature, debtswhether accrued, 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), (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) except for liabilities (i) stated or adequately reserved against on the appropriate Company Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to Parent hereunder on the date hereof or (iii) 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 Effectconsistent with prior practices.

Appears in 1 contract

Samples: Merger Agreement (Bizness Online Com)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of June 30, 2008 and the Interim Financial Statements (truerelated statements of income and cash flows of Holdings for the three-month and six-month periods ended as of such dates, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reason-ably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transaction contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pure Biofuels Corp)

Financial Statements; Undisclosed Liabilities. (a) The Company has previously furnished to CABO: (i) the unaudited consolidated balance sheet as of July 31, 2020 of the Company and its Subsidiaries (the "Latest Balance Sheet") and the related statements of income and cash flows for the seven-month period then ended and (ii) the audited consolidated balance sheet as of December 31, 2019 and the related statements of income and cash flows for the 12-month period then ended of the Company and its Subsidiaries (collectively, the "Financial Statements"). The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared derived from the books of account and other financial records of the Company on a consistent basis (andor its Subsidiaries, in the case of the Financial Statements, have been prepared in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby GAAP, consistently applied, and present 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 and its Subsidiaries (other than general economic or industry conditionstaken 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. (b) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any liabilities), andexcept for liabilities (i) reflected or reserved against on the Latest Balance Sheet, (ii) incurred after the date of the Latest Balance Sheet in the ordinary course of business, (iii) incurred in connection with the Transactions, (iv) disclosed on Section 2.6(b) of the Disclosure Schedule or (v) that are not and would not reasonably be expected to be, individually, material to the Company and its Subsidiaries, taken as a whole. (c) The Company and its Subsidiaries maintain a system of internal accounting controls that are designed to provide reasonable assurance that all transactions are, in all material respects, (i) executed in accordance with management's general or specific authorizations and (ii) recorded as necessary to permit materially correct preparation of financial statements in accordance with GAAP. Since January 1, 2019, no director, manager or officer of the Company or any of its Subsidiaries or, to the actual Knowledge of the Company, auditor or accountant thereof, has received or otherwise had or obtained knowledge of (A) any material weakness or significant deficiency regarding the General Partners accounting or auditing practices, procedures, methodologies or methods of the Company and its Subsidiaries or their respective internal accounting controls or (B) any fraud that involves any director, manager or officer of the Sellers, no event has occurred Company or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectany of its Subsidiaries.

Appears in 1 contract

Samples: Equity Purchase Agreement (Cable One, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements books of account and other financial records of the Interim Financial Statements (trueCompany, complete and accurate copies all of which have been previously delivered made available to Purchaser) Buyer, are correct and complete in all material respects, represent actual bona fide transactions and have been prepared from maintained in accordance with sound business and accounting practices. Each transaction is properly and accurately recorded in the books and records of the Company. The Company maintains an adequate system of internal accounting controls and does not engage in or maintain any off-the-books accounts or transactions. (b) Attached hereto as Schedule 3.8 are the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the “Company Historical Financials”): (i) the Company’s audited balance sheets and statements of income, retained earnings and cash flows as of and for its fiscal years ended December 31, 2004, 2005 and 2006; and (ii) the Company’s unaudited interim balance sheet and statements of income, retained earnings and cash flows as of and for the six months ended June 30, 2007 (the “Company Current Financials”). The Company Historical Financials (including, in each case, the related schedules and notes, if any) fairly present the financial condition, results of operations and changes in financial position of the Company as of and for the respective dates and periods covered thereby and were prepared in accordance with Mexican GAAP applied on a consistent basis (andthroughout the periods covered thereby subject, in the case of the Financial StatementsCompany Current Financials, in accordance with GAAP applied on a consistent basisto year-end audit adjustments (which will not be material) 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 lack of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyfootnotes and other presentation items. (bc) As of the date of the Balance Sheet, other than those Except as set forth in Section 4.6(b) of the Disclosure Scheduleon Schedule 3.8(c), 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 does not have any liabilities (whether absoluteknown or unknown, accruedwhether direct or indirect, contingent whether absolute or otherwise andcontingent, in the case of whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any such liabilities, debts, or obligations in respect of any liability for 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 (i) liabilities set forth in the Balance Sheet or the Financial Statements Company Current Financials, and (including the footnotes thereto). Since the date of the Balance Sheet, ii) liabilities that have arisen after 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 Current Financials in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since business. (d) On the date of hereof and immediately prior to the Balance SheetClosing Date, 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 Effectis Solvent.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nascent Wine Company, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Company has made available (or will upon receipt of same from the Company’s auditor) to the Carmell Parties a true and complete copy of the audited consolidated balance sheets of the Company as of December 31, 2022 and December 31, 2021 and the Interim related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows of the Company for each of the years then ended (collectively, the “Company Financial Statements”). The Company Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaserincluding the notes thereto) have been (A) were 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) basis throughout the periods covered thereby and indicated (except as may be indicated in the notes thereto), (B) fairly present present, in all material respects respects, the financial condition position, results of operations and cash flows of the Company as at their respective dates the date thereof and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. period indicated therein, except as otherwise specifically noted therein, (bC) 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 were audited in accordance with GAAP the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (whether absoluteD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on Exchange Act and the basis of Tax Law as Securities Act in effect as of the date of the Balance Sheethereof (including Regulation S-X or Regulation S-K, as applicable), except for liabilities, debts, or obligations reflected or reserved against . (b) Except (i) as set forth in the Balance Sheet or the Company Financial Statements 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities Liabilities incurred in the ordinary course of business as of December 31, 2022 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (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 contemplated hereby or thereby and (iv) for Liabilities that are not and would not reasonably likely be expected to be, individually or in the aggregate, material to the Company, the Company has no Liabilities required by GAAP to be reflected or reserved against in the consolidated balance sheet as of December 31, 2022 included in the Company Financial Statements. (c) The Company has established and maintains a system of internal accounting controls that is 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 GAAP and to maintain accountability for the Company’s assets. (d) The Company has not received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) a “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a Material Adverse Effect. Since significant role in the date internal controls over financial reporting of the Balance SheetCompany. (e) All of the accounts receivable, there has been no material adverse change whether billed or unbilled, of the Company arose in the ordinary course of business, operationsare carried at values determined in accordance with GAAP consistently applied, assetsare not subject to any valid set-off or counterclaim, condition (financial do not represent obligations for goods sold on consignment, on approval or otherwise)on a sale-or-return basis or subject to any other repurchase or return arrangement, liabilities or results and are collectible except to the extent of operations reserves therefor set forth in the audited consolidated balance sheets of the Company as of December 31, 2022 or, for accounts receivable arising subsequent to such date, as reflected on the books and records of the Company (which accounts receivable are recorded in accordance with GAAP consistently applied). No Person has any Lien on any accounts receivable of the Company and no request or agreement for deduction or discount has been made with respect to any accounts receivable of the Company. Section 3.4(e) of the Company Disclosure Schedule sets forth the aging of the accounts receivable of the Company as of date disclosed thereon. (f) All inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other than general economic or industry conditionsinventories (“Inventory”), andwhether or not reflected on the Company’s balance sheet, consists of a quality and quantity usable and salable in the ordinary course of business, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value and is disclosed on Section 3.4(f)of the actual knowledge Company Disclosure Schedule or for which adequate reserves have been established and is disclosed on Section 3.4(f) of the General Partners Company Disclosure Schedule. All Inventory is owned by the Company free and clear of all Liens, and no Inventory is held on a consignment basis. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the Sellerspresent circumstances of the Company and are sufficient to fulfill all outstanding orders, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectcontracts and commitments of the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carmell Corp)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Schedule ‎3.5(a) sets forth the Interim Financial Statements (true, complete and accurate correct copies of which have been previously delivered to Purchaserthe following financial statements: (a) the audited consolidated balance sheet of the Company as of each of December 31, 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, changes in shareholders’ equity and cash flows of the Company for the fiscal years then ended (and footnotes thereto), and (b) the unaudited consolidated balance sheet of the Company Entities as of December 31, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company Entities for the 12-month period then ended. Except as set forth in Schedule ‎3.5(a), the foregoing financial statements (including the notes thereto, if any) have been prepared from and are consistent with the books and records of the Company on a consistent basis Entities and present fairly, in all material respects, the consolidated financial position of the Company Entities as of the dates referred to for such financial statements and the consolidated results of their operations and their cash flows for the periods referred to therein, and have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the notes thereto and subject, in the case of the unaudited financial statements, to the lack of footnote disclosures (none of which, if presented, would materially differ from those in the audited financial statements of the Company) and, in the case of the Financial StatementsLatest Balance Sheet, to normal and recurring year-end adjustments, the effect of which would not, individually or in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all aggregate, be material respects the financial condition of to the Company Entities, taken 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 therebya whole). (b) As Except as set forth in Schedule ‎3.5(b), the Company Entities do not have any material liabilities or obligations (whether matured or unmatured, fixed or contingent or otherwise) (collectively, “Liabilities”), and, to the Knowledge of the Company, there is no existing condition that would reasonably be expected to result in such a material Liability, except (i) Liabilities specifically reflected on and adequately reserved against in the Latest Balance Sheet or specifically disclosed in the notes thereto, (ii) Liabilities in respect of trade or business obligations that have arisen since 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 Latest 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 or under executory contracts entered into in the ordinary course of business (other than as a result of any breach or default thereunder) and not reasonably likely to have a Material Adverse Effect. Since the date (iii) Liabilities disclosed on another section of the Balance SheetSchedules. Except as shall be taken into account in the Closing Statement (as finally determined in accordance with Section ‎1.12), there has been is no material adverse change in the business, operations, assets, condition (financial Indebtedness or otherwise), liabilities or results of operations Unpaid Sellers’ Transaction Expenses of the Company (other than general economic or industry conditions), and, to the actual knowledge Entities as 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 EffectAdjustment Calculation Time.

Appears in 1 contract

Samples: Merger Agreement (Charles River Laboratories International, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Seller has previously delivered to Purchaser the Interim Financial Statements (truefollowing financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as Section 4.6(a) of the Disclosure Schedule: (i) Unaudited balance sheets for the Company as of December 31, 1996 (herein the "Base Balance Sheet"), and December 31, 1995 and unaudited statements of income, retained earnings and cash flows for the years then ended prepared in accordance with the cash method of accounting; and Said financial statements have been prepared by the Company from the its books and records of the Company on a consistent basis (andrecords, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the financial condition of the Company as at their respective the dates of said statements and the results of their operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebythereby in accordance with the cash method of accounting. (b) As of the date of the Base Balance Sheet, other than those set forth there were no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, relating to the Company, except liabilities (i) stated or adequately reserved against on the Base Balance Sheet or the notes thereto, (ii) specifically disclosed in Section 4.6(b) of the Disclosure Schedule, Schedule furnished to Purchaser hereunder on the Company had no material liabilities, debtsdate hereof and attached hereto, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoiii) 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 consistent with the terms of this Agreement subsequent to have a Material Adverse Effect. Since the date of the Base Balance Sheet. (c) There are no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, relating to the Company, except liabilities (i) stated or adequately reserved against on the Base Balance Sheet or the notes thereto, (ii) specifically disclosed in Section 4.6(c) of the Disclosure Schedule, or (iii) incurred in the ordinary course of business consistent with the terms of this Agreement subsequent to the date of the Base Balance Sheet. (d) As of the date of the Interim Base Balance Sheet, there has been were no material adverse change liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, relating to the Company, except liabilities (i) stated or adequately reserved against on the Interim Base Balance Sheet or the notes thereto, (ii) specifically disclosed in Section 4.6(d) of the Disclosure Schedule furnished to Purchaser hereunder on the date hereof and attached hereto, or (iii) incurred in the businessordinary course of business consistent with the terms of this Agreement subsequent to the date of the Interim Base Balance Sheet. (e) There are no liabilities or obligations of any nature, operationswhether accrued, assetsabsolute, condition (financial contingent or otherwise), asserted or unasserted, known or unknown, relating to the Company, except liabilities (i) stated or results of operations adequately reserved against on the Interim Base Balance Sheet or the notes thereto, (ii) specifically disclosed in Section 4.6(e) of the Company Disclosure Schedule, or (other than general economic or industry conditions), and, iii) incurred in the ordinary course of business consistent with the terms of this Agreement subsequent to the actual knowledge date 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 EffectInterim Base Balance Sheet.

Appears in 1 contract

Samples: Merger Agreement (Monarch Dental Corp)

Financial Statements; Undisclosed Liabilities. (a) Schedule 4.5(a) contains (i) the audited consolidated balance sheet of the Company as of December 31, 2006 (the “Year-End Balance Sheet”) and the related audited consolidated statements of income and cash flows for the fiscal year then ended, together with the appropriate notes to such financial statements and the report thereon of Xxxxx Xxxxxxx & Co., Ltd. (the “Year-End Financials”) and (ii) the unaudited consolidated balance sheet of the Company (the “Interim Balance Sheet”) as of March 31, 2007 (the “Balance Sheet Date”) and the related unaudited statements of income and cash flows for the six (6) months then ended (the “Interim Financials” and, together with the Year-End Financials, the “Financial Statements”). The Financial Statements and the Interim Financial Statements (truea) comply in all material respects with applicable accounting requirements, complete and accurate copies of which have been previously delivered to Purchaser(b) 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 basis consistent basiswith prior periods (except as otherwise noted therein), and (c) throughout the periods covered thereby and fairly present fairly, in all material respects respects, the consolidated financial condition position of the Company Parties as at of their respective dates dates, and the consolidated results of their operations and their cash flows for the periods presented therein (andsubject, in the case of the Financial StatementsInterim Financials, the cash flows) of the Company for the periods covered therebyto normal year-end adjustments). (b) As Except as set forth on Schedule 4.5(b), none of the date Company Parties has any liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, which are not shown or which are in excess of amounts shown or reserved for in the Interim Balance Sheet, and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability or obligation, other than than: (i) liabilities or obligations of the same nature as 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 Interim 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 reasonably incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of consistent with past practices since the Balance SheetSheet Date, there has been no material adverse change or (ii) liabilities and obligations that would not, individually or in the businessaggregate, operations, assets, condition be material to the Company Parties taken as a whole (financial or otherwiseit being understood that for purposes of this Section 4.5(b)(ii), liabilities or results of operations of obligations that, individually or in the Company (other than general economic or industry conditionsaggregate, exceed $75,000 shall be material), 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.

Appears in 1 contract

Samples: Merger Agreement (New Ulm Telecom Inc)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Attached hereto as Schedule 4.8 are the Interim Financial Statements following (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 statements referred to in clauses (i) and (ii) below being collectively referred to as the “Historical Financials”): (i) reviewed unaudited balance sheet of the Company as at their respective dates of December 31, 2007, and the results of operations (and, in the case of the Financial Statements, the cash flows) unaudited balance sheet of the Company as of December 31, 2006, and December 31, 2005, and statements of income and retained earnings for each of the periods covered thereby.three years then ended, which have not been reviewed by the outside accounting firm of the Company; and (bii) As unaudited, management prepared financial statements of the date Company consisting 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 as of September 30, 2008 and a statement of operations for the nine months then ended. The Historical Financials (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise andincluding, in each case, the case related schedules and notes, if any) fairly present the financial position of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect Company as of the date respective dates of such balance sheets and 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 for the respective periods covered by such statements of income, and have not been prepared in accordance with GAAP. (other than general economic b) Except as set forth on Schedule 4.8(b) hereto, the Company does not have any liabilities (whether known or industry conditionsunknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes) required to be reflected on a balance sheet prepared in accordance with GAAP, except for (i) liabilities set forth on the Latest Balance Sheet (or in any notes thereto), and(ii) liabilities that have arisen after the date of the Latest Balance Sheet in the ordinary course of business, (iii) liabilities incurred in connection with the transactions contemplated hereby, or (iv) liabilities which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (c) None of the Company nor any of its officers, directors or, to the actual knowledge Knowledge of the General Partners and Seller, any of their respective Affiliates (i) is contemplating the Sellersfiling of a petition under the Bankruptcy Laws with respect to the Company, no event has occurred or facts the liquidation of all or circumstances exist which would be reasonably likely to result in a Material Adverse Effectany major portion of its or their assets or properties, or (ii) is aware of any Person contemplating the filing of any petition against the Company under the Bankruptcy Laws. The Company is not contemplating materially changing its Business, as such Business is being conducted on the date hereof.

Appears in 1 contract

Samples: Merger Agreement (Real Goods Solar, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of the Company and the Interim Financial Statements (trueSubsidiaries comply in all material respects with applicable accounting requirements, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from are consistent with the books and records of the Company and the Subsidiaries, as applicable, and, with respect to the Company, the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (and“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto, or in the case of unaudited interim financial statements, to the Financial Statementsextent they may exclude footnotes or may be condensed or summary 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 position of the Company and the Subsidiaries as at their respective of and for the dates thereof and the results of operations (andand cash flows for the periods then ended, subject, in the case of the Financial Statementsunaudited statements, the cash flows) of the Company for the periods covered thereby. (b) As of the date of the Balance Sheetto normal, other than those immaterial, year-end audit adjustments. Except as set forth in Section 4.6(b) 3.8 of the Disclosure Schedule, neither the Company had no nor any Subsidiary has any material liabilities, debts, obligation or obligations of liability other than (a) liabilities set forth on the type required to be reported on a Company’s consolidated balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteas of September 30, accrued2009, contingent or otherwise and, as set forth in the case of any such liabilitiesCompany’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, debts, or obligations in respect of any Taxes2009, as determined filed with the Commission on November 16, 2009 (the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilitiesand (b) liabilities and obligations which have arisen since September 30, 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 2009 in the ordinary course of business business, consistent in nature and not reasonably likely to have a Material Adverse Effectamount with past practices (none of which results from breach of contract, breach of warranty, tort, infringement, claim or lawsuit). Since the date As of the Balance SheetClosing and at the Effective Date, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (will have paid all liabilities, debts and lease obligations then due and owing other than general economic or industry conditions), and, to fees and expenses incurred in connection with the actual knowledge of the General Partners transactions contemplated by this Agreement and the Sellersdocuments referred to herein, no event has occurred or facts or circumstances exist which would fees and expenses will be reasonably likely to result in a Material Adverse Effectpaid as provided by the Flow of Funds.

Appears in 1 contract

Samples: Securities Purchase Agreement (Senetek PLC /Eng/)

Financial Statements; Undisclosed Liabilities. (a) The Sellers have delivered to the Buyer true and complete copies of each Company's (i) audited balance sheets and related statements of income, Sellers' equity and cash flows for and as of the years ended December 31, 1996 and December 31, 1997 and all notes and schedules to such balance sheets and (ii) unaudited balance sheet and related statements of income at and as of the monthly period ending January 31, 1998 (the balance sheet as of January 31, 1998 being referred to herein as a "JANUARY BALANCE SHEET") (collectively, and including any footnotes to such audited statements, the "FINANCIAL STATEMENTS"). 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 in accordance with GAAP in accordance with each Company's historical accounting practices (except for changes noted in the books footnotes thereto or in SCHEDULE 4.5) and records of the Company applied on a consistent basis (andthroughout the periods covered and present fairly each Company's financial position, results of operations and changes in financial position as of the dates and for the periods indicated, subject in the case of the unaudited Financial Statements, Statements only to normal year-end adjustments (none of which will be material in accordance with GAAP applied on a consistent basisamount) throughout and the periods covered thereby and fairly present in all material respects omission of footnotes. Copies of the financial condition of the Company statements described herein are attached 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 therebySCHEDULE 4.4(a). (b) As of the date of the Balance Sheet, other Other than those as set forth in Section 4.6(b) of the Disclosure ScheduleSCHEDULE 4.4(b), the no 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 January Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date financial liabilities of the Balance Sheetany nature, 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), of the type that should be reflected on the January Balance Sheet, except for (i) liabilities incurred that are reflected or reserved against in such Company's January Balance Sheet and (ii) liabilities and obligations not required by GAAP to be reflected on a balance sheet and that individually or in the ordinary course of business aggregate do not have, and are not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheethave, 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Dobson Communications Corp)

Financial Statements; Undisclosed Liabilities. (ai) The Company Parties have delivered to Purchasers the balance sheets, statements of cash flows and statements of income of the Company Parties as of the twelve month periods ending December 31, 2019 and December 31, 2018 (the “Unaudited Annual Financial Statements”) and the balance sheets and statements of income for the ten (10) month period ending October 31, 2021 (the “Interim Financial Statements”), and will have delivered to Purchasers prior to Closing the audited balance sheets, statements of cash flows and statements of income of the Company Parties as of the twelve (12) month periods ending December 31, 2020 (the “Audited Financial Statements,” and, collectively with the Unaudited Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”). The Audited Financial Statements, (i) will have been prepared in accordance with the books and records of the Company Parties (which books and records are and will be true, complete and correct in all material respects), (ii) fairly represent the assets, liabilities and financial position of the Company Parties and the results of operations and changes in financial position of the Company Parties as of the dates and for the periods indicated and (iii) will have been prepared in conformity with the respective Accounting Principles. The Unaudited Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from in accordance with the books and records of the Company on a consistent basis Parties (andwhich books and records are true, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby complete and fairly present correct in all material respects respects) on a basis consistent with past practice in all material respects. (ii) The Company Parties do not have any Liability that would be required by the financial condition of respective Accounting Principles to be reflected on a consolidated balance sheet (or the Company as at their respective dates and the results of operations (and, in the case of the Financial Statements, the cash flowsnotes thereto) of the Company Parties, except for any such Liability (A) set forth on the periods covered thereby. (b) As face of the date of the Most Recent Balance SheetSheets (or in any notes thereto), other than those set forth in (B) listed on Section 4.6(b4.1(d)(ii) 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 theretoC) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, that has arisen in the case Ordinary Course 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 Business since the date of the Most Recent Balance SheetSheets, (which does not arise out of, relate to or result from and which is not in the nature of and was not caused by any breach of contract, breach of warranty, tort, infringement or any violation of Law by any Company Party), except for liabilities, debts, (D) obligations to pay 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 perform arising under 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 Contract (other than general economic any liability or industry conditionsobligations arising out of, resulting from or caused by from any breach by any Company Party of such Material Contract), and(E) created pursuant to this Agreement or any Related Agreement or arising in connection with the transactions contemplated hereby or thereby or (F) Liabilities that would not reasonably be expected, individually or in aggregate, to the actual knowledge be materially adverse any Company Party, taken as a whole. Section 4.1(d)(ii) of the General Partners Disclosure Schedule lists all Indebtedness of each Company Party outstanding on the date hereof. (iii) All Accounts Receivable reflected on the Most Recent Balance Sheets represent valid and to Sellers’ Knowledge, undisputed obligations of each obligor thereof arising from bona fide sales actually made or services actually performed in the Ordinary Course of Business. Except as set forth in Section 4.1(d)(iii) of the Disclosure Schedule, to Sellers’ Knowledge, there is no event has occurred contest or facts claim under any Contract with any obligor of any Account Receivable reflected on the Most Recent Balance Sheets regarding the amount or circumstances exist which would be reasonably likely to result in a Material Adverse Effectvalidity of such Account Receivable.

Appears in 1 contract

Samples: Purchase Agreement (Medicine Man Technologies, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and are set forth in Section 3.6(a) of the Interim Company Disclosure Schedule. Each of the balance sheets included in the Financial Statements (trueincluding any related notes and schedules thereto) fairly presents, complete in all material respects, the consolidated financial position of the Company and accurate copies its Subsidiaries as of which have been previously delivered to Purchaserits date, and each of the statements of income and cash flows included in the Financial Statements (including any related notes and schedules thereto) have been prepared from fairly presents, in all material respects, the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with the books and records of the Company on a consistent basis and GAAP (and, in the case except that such Financial Statements which are unaudited do not contain all of the footnotes required under GAAP and are subject to normal year-end adjustments). (b) The balance sheet dated as of May 31, 2004 and the statement of income and statement of cash flows for the Company and its Subsidiaries for the five months ended May 31, 2004 (the "Recent Financial Statements, ") are set forth in Section 3.6(b) of the Company Disclosure Schedule and were each prepared in accordance with the normal practices of the Company, under GAAP applied on a consistent basis) throughout (except that the periods covered thereby Recent Financial Statements do not contain all of the footnotes required under GAAP), and fairly present reasonably reflect in all material respects the financial condition combined results of operations of the Company as at their respective dates and its Subsidiaries for the results periods set forth therein, subject to normal recurring year-end adjustments. (c) Neither the Company nor any of operations its Subsidiaries has any material Liability, which is required to be disclosed on a balance sheet prepared in accordance with GAAP, other than (and, in i) Liabilities shown on the case of the Financial Statements, the cash flows) of unaudited balance sheet for the Company for the periods covered thereby. three months ended March 28, 2004 and (bii) 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 Liabilities incurred in the ordinary course of business and not since March 28, 2004, none of which would, individually or in the aggregate, reasonably likely be expected 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. (d) The books of account, minute books and other records of the Company and each of its Subsidiaries, all of which have been made available to Purchaser, are complete and correct in all material respects and have been maintained in all material respects in accordance with sound business practices. The accounts, books and records of the Company and each of its Subsidiaries, are maintained in a manner consistent with past practice and have recorded therein in all material respects the results of operations and the assets and liabilities of the Company and each of its Subsidiaries, required to be reflected under GAAP. The Company and its Subsidiaries maintain a system of accounting and internal controls sufficient in all material respects to provide reasonable assurances that financial transactions are executed in accordance with the general and specific authorization of the management of the Company and Subsidiaries. There are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that would reasonably be expected to adversely affect the Company's ability to record, process, summarize and report financial information, and there is no fraud, whether or not material, that involves management or, to the knowledge of the Company, other employees who have a significant role in the Company's internal controls and the Company has provided to Purchaser copies of any written materials relating to the foregoing.

Appears in 1 contract

Samples: Merger Agreement (Journal Register Co)

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to Purchaser an accurate copy of (i) the audited balance sheet of the Company as of December 31, 2017 and 2018 and the audited statements of operations, stockholders' equity and cash flows for the periods ended December 31, 2017 and 2018, together with the notes thereto and auditor's reports thereon (the "Annual Financial Statements"), and (ii) the unaudited balance sheet of the Company as of May 31, 2019 (the "Balance Sheet Date") and the unaudited statements of operations and cash flows for the period then ended (the "Interim Financial Statements" and, together with the Annual Financial Statements, the "Financial Statements"). The Financial Statements present fairly, in all material respects, the financial position of the Company as of the dates thereof and the Interim results of operations of the Company for the periods covered by such statements, in accordance with GAAP, except as disclosed therein, which GAAP treatment has been consistently applied through the periods covered by the Financial Statements (true, complete and accurate copies of which have been previously delivered subject to Purchaserany required changes in GAAP during such periods) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Interim Financial Statements, in accordance with GAAP applied on a consistent basisexcept for (A) throughout customary year-end adjustments (the periods covered thereby effect of which would not reasonably be expected to be materially adverse), and fairly present in all material respects (B) the financial condition omission of the Company as at their respective dates and the results of operations footnote disclosures (andthat, if presented, would not differ materially from those presented in the case of the Annual 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 The Company had has no material liabilities, debts, liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (any nature, whether absolute, accrued, contingent or otherwise andand whether due or to become due, 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 that would have to be reported disclosed on a balance sheet (including of the footnotes thereto) Company prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwisewith GAAP being applied consistently as described in Section 3.6(a) above), as of the Closing, except for liabilities (i) as disclosed in the balance sheet in the Interim Financial Statements, (ii) incurred in the ordinary course of business since the Balance Sheet Date, (iii) arising under any Contract disclosed on Section 3.11 of the Disclosure Schedule or not required to be disclosed therein, (iv) liabilities to be included in the computation of Indebtedness, Transaction Expenses or Working Capital and (v) any liabilities or obligations that are not material. (c) Section 3.6(c) of the Disclosure Schedule sets forth all of the outstanding Indebtedness of the Company as of the Closing. (d) As of the Closing, there are not, to the Company's Knowledge, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to have a Material Adverse Effect. Since adversely effect in any material respect 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 ability of the Company to record, process, summarize and report financial information, and (ii) 143905334.14 any fraud, whether or not material, that involves management or other than general economic or industry conditions), and, employees who have a significant role in internal controls over financial reporting with respect 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 EffectCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Astronics Corp)

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 financial statements of the Company on Bank and its Subsidiaries (including any related notes and schedules thereto) included in the Bank Reports complied as to form, as of their respective dates of filing with or furnishing to the OTS (or, if amended or superseded by a consistent basis 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 OTS with respect thereto (andexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Financial StatementsOTS), were prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby and involved (except as may be disclosed therein), fairly present present, in all material respects respects, the consolidated financial condition position of the Company Bank and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as at their respective of the dates and for the results of operations periods shown (andsubject, in the case of unaudited statements, to normal year-end audit adjustments, none of which is expected to be material, and to any other adjustments described therein, including the Financial Statementsnotes thereto), and have been prepared from, and are in accordance with, the cash flows) books and records of the Company for Bank and its Subsidiaries. The books and records of the periods covered therebyBank 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 and reflect only actual transactions. Ernst & Young LLP has not resigned or been dismissed as independent public accountants of the Bank as a result of or in connection with any disagreements with the Bank on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b4.5(b) of the Bank Disclosure ScheduleSchedule sets forth the unaudited pro forma consolidated balance sheet for the Bank and its Subsidiaries giving effect to the disposition of certain of the Excluded Assets, together with a calculation of Tangible Common Equity giving effect to the disposition of the Excluded Assets, in each case as of the fiscal year ended September 30, 2008 (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements were prepared in good faith, fairly present, in all material respects, the Company had no material liabilities, debts, or obligations consolidated financial position of the type required Bank and its Subsidiaries, collectively giving effect to the disposition of the Excluded Assets, as of the dates shown (subject to normal year-end audit adjustments and the absence of footnotes, none of which is expected to be reported on a balance sheet (including material, and to any other adjustment described therein), and have been prepared from, and are in accordance with, the footnotes thereto) books and records of the Bank and its Subsidiaries. The Audited Financial Statements will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (whether absoluteexcept as may be disclosed therein), accrued, contingent or otherwise andwill fairly present, in all material respects, the case consolidated financial position of any the Bank and its Subsidiaries, giving effect to the disposition of the Excluded Assets, and the consolidated results of operations, changes in stockholders’ equity and cash flows of such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect companies as of the date dates and for the periods shown (subject to any other adjustment described therein, including the notes thereto), and will be prepared from, and be in accordance with, the books and records of the Balance Sheet), except Bank and its Subsidiaries. (c) Except for liabilities, debts, or obligations (i) those liabilities that are fully reflected or reserved against for in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date consolidated balance sheet of the Balance SheetBank included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008, as filed with the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilitiesOTS, debts, (ii) this Agreement or obligations of the type required to be reported on a balance sheet (including the footnotes theretoiii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since June 30, 2008 in the ordinary course of business consistent with past practice, neither the Bank nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) that either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii) has had, or would be reasonably expected to have, a Material Adverse Effect on the Bank. (d) The records, systems, controls, data and information of the Bank and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Bank or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non- direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 4.5(d). The Bank (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Bank, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Bank by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to the Bank’s outside auditors and the audit committee of the Bank’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Bank’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a Material Adverse Effectsignificant role in the Bank’s internal controls over financial reporting. Since These disclosures were made in writing by management to the Bank’s auditors and audit committee. As of the date hereof, there is no reason to believe that the Bank’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Balance Sheet, there has been no material adverse change in Xxxxxxxx-Xxxxx Act of 2002 (the business, operations, assets, condition (financial or otherwise“Xxxxxxxx-Xxxxx Act”), liabilities or results of operations of the Company (other than general economic or industry conditions)without qualification, 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 Effectwhen next due.

Appears in 1 contract

Samples: Stock Purchase Agreement (Capital One Financial Corp)

Financial Statements; Undisclosed Liabilities. (ai) The Financial Statements and Seller has delivered to the Interim Financial Statements (trueBuyer the following financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as Section 3(p) of the Seller Disclosure Schedule: (A) Unaudited balance sheets of the Business, as of March 31, 2002 (the "BASE BALANCE SHEET") and March 31, 2001, certified by the Seller's chief financial officer. (B) Unaudited income statements of the Business for the fiscal years ended March 31, 2002 and 2001 and for the months ended April 30, 2002, May 31, 2002 and June 30, 2002, certified by the Seller's chief financial officer. All of such financial statements except as set forth in Section 3(p) of the Seller Disclosure Schedule, (I) 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 consistently during the periods covered thereby thereby, (II) are complete and fairly present correct in all material respects and present fairly the financial condition of the Company as Business at their respective the dates of said statements and the results of its operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby, (III) contain and reflect adequate provisions for all reasonably anticipated liabilities with respect to the periods then ended and all prior periods, and (IV) with respect to contracts and commitments for the sale of products or other goods or services by the Seller, contain and reflect adequate reserves for all reasonably anticipated material losses and costs and expenses. (bii) As The Seller has no liabilities of any nature relating to the Business, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of the Seller relating to the Business or the conduct of the Business, regardless of whether claims in respect thereof have been asserted), whether or not of a type required to be shown on a balance sheet prepared in accordance with GAAP, except liabilities (i) stated or adequately reserved against on the Base Balance Sheet, (ii) reflected in Section 3(p) of the Seller Disclosure Schedule, (iii) incurred in the Ordinary Course of Business between the date of the Base Balance SheetSheet and the date of this Agreement, other than those set forth in or (iv) permitted by this Agreement. (iii) Section 4.6(b3(p) of the Seller Disclosure Schedule, Schedule sets forth all administrative functions necessary to operate the Company had no material liabilities, debts, or obligations of Business as currently conducted by 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 Seller for which expenses are not reflected on the basis of Tax Law as income statements referred to 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 theretoSection 3(p)(i)(B) 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 Effectabove.

Appears in 1 contract

Samples: Asset Purchase Agreement (Inverness Medical Innovations Inc)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Section 4.06(a) of the Interim Financial Statements (Disclosure Letter sets forth true, complete and accurate correct 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, . The Financial Statements have been derived from the Records of the Seller Group and prepared in all material respects in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition position of the Company Business as at their respective of the dates thereof and the results of operations and cash flows of the Business for the periods shown therein (andsubject, in the case of the Interim Financial Statements, to normal year-end adjustments), except that (i) the cash flowsBusiness has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis and (ii) the Financial Statements (A) do not include statements of the Company for the periods covered therebyshareholders’ equity and (B) have not been reviewed or audited by Seller Parent’s independent financial accountants and may lack footnotes and other presentation items required by GAAP. (b) As There are no Liabilities of the date Business of the Balance Sheetany nature (whether accrued, other than those set forth in Section 4.6(babsolute, contingent or otherwise) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type that would be required to be reported reflected on or reserved against 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)GAAP, except for liabilities, debts, or obligations Liabilities (i) reflected or reserved against in the Balance Sheet or the Interim Financial Statements 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 theretoii) 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 since the date of Interim Balance Sheet Date, (iii) that are Excluded Liabilities or will be reflected in Closing Working Capital, (iv) incurred by entering into this Agreement or the Balance Sheetother Transaction Documents or otherwise incurred in connection with the Transactions or (v) as would not, there has been no material adverse change individually or in the businessaggregate, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, reasonably be expected to be materially adverse 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 EffectBusiness.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ashland Global Holdings Inc)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements unaudited balance sheet of the Company as of September 30, 2007 and the Interim Financial Statements (truerelated statements of income and cash flows of Holdings for the three-month and nine-month periods ended as of such dates, complete and accurate copies of which have been previously delivered in each case were furnished or made available to Purchaser) have been prepared from the books and records of Purchaser prior to the Company on a consistent basis (anddate hereof, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the consolidated financial condition of the Company as and its subsidiaries at their respective dates the date of said financial statements and the consolidated results of operations (and, for the period covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the case notes to said financial statements and subject, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the Financial Statementsaggregate, would be material) and the cash flows) absence of the Company for the periods covered therebyfootnotes. (b) As Except as fully disclosed in the financial statements previously delivered to the Purchaser, and except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, hereof no liabilities or obligations with respect to the Company had no material liabilities, debts, or obligations any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise andand whether or not due) which, either individually or in the case aggregate, could reason-ably be expected to be material to the Company or any of any such liabilitiesits subsidiaries. Except as set forth on Schedule 5.07 to the Loan Agreement, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Balance Sheet)assertion against it of any liability or obligation of any nature whatsoever that is not fully disclosed in the financial statements previously delivered to the Purchaser or referred to in the immediately preceding sentence which, except for liabilitieseither individually or in the aggregate, debtscould reasonably be expected to be material to the Company or any of its subsidiaries. (c) After giving effect to the transaction contemplated hereby, nothing has occurred that has had, or obligations reflected could reasonably be expected to have, either individually or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheetaggregate, 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.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pure Biofuels Corp)

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Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has delivered to the Interim Financial Statements (trueParent the following financial statements, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as Schedule 3.7: (i) Compiled, reviewed or management-prepared balance sheets of the Company dated December 31, 1996, December 31, 1997, and December 31, 1998, and compiled, reviewed or management-prepared statements of income, stockholders' equity and cash flows for each of the three (3) years ended December 31, 1996, 1997 and 1998, certified by the Treasurer of the Company (the "Year-End Company Financial Statements"); (ii) Draft balance sheets of the Company as of June 30, 1999 (herein the "Company Balance Sheet Date") and statements of income, stockholders' equity and cash flows for the six months then ended, certified by the Treasurer of the Company (the "Interim Company Financial Statements", together with the Year-End Company Financial Statements, the "Company Financial Statements"); The Company Financial Statements 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 consistently during the periods covered thereby (except that the Interim Company Financial Statements are subject to normal year-end audit adjustments and do not include footnotes), and present fairly present in all material respects the financial condition of the Company as at their respective the dates of said statements and the results of their 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 Company Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure ScheduleSheet Date, the Company had no material liabilitiesliabilities of any nature, debtswhether accrued, 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(including without limitation liabilities as guarantor or otherwise with respect to obligations of others or contingent liabilities arising prior to the Company Balance Sheet Date), in the case of any such liabilities, debts, except liabilities stated or obligations in respect of any Taxes, as determined adequately reserved for on the basis of Tax Law as Company Financial Statements or reflected in effect Schedules furnished to Parent hereunder as of the date hereof. (c) As 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 Sheethereof, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred no material liabilities of any liabilitiesnature, debtswhether accrued, 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 otherwiseotherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be), except for liabilities (i) stated or adequately reserved against on the appropriate Company Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to Parent hereunder on the date hereof or (iii) 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 Effectconsistent with prior practices.

Appears in 1 contract

Samples: Merger Agreement (Bizness Online Com)

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 consistently applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the financial condition position, assets and liabilities of the Company as at their respective of the dates thereof and the results of operations (andoperations, in the case of the Financial Statementsrevenues, the expenses and cash flows) flows of the Company for the periods covered thereby. (b) As . The Financial Statements are in accordance with the books and records of the date Company, do not reflect any transactions that 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 Balance Sheetcircumstances in which they were made, other than those not misleading. Except as set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, Schedule 3.5 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 Latest Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any no liabilities, debts, claims or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (obligations, whether accrued, absolute, accrued, contingent or otherwise), except for liabilities whether due or to become due, other than trade payables and accrued expenses incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since consistent with past practice since the date of the Latest Balance Sheet. No Adverse Effects or Changes. Except as listed on Schedule 3.6, there since the date of the Latest Balance Sheet the Company has been no material adverse change not: suffered any Material Adverse Effect; suffered any damage, destruction or Loss to any of its assets or properties (whether or not covered by insurance) in excess of $10,000 individually or $20,000 in the businessaggregate which has not been repaired; taken any action or entered into or authorized any Contract or transaction other than in the ordinary course of business and consistent with past practice; sold, operationsconveyed, assetsassigned or otherwise transferred any of its assets or properties, condition except sales of inventory in the ordinary course of business and consistent with past practice; waived, released or canceled any material claims against third parties or debts owing to it, or any rights which have any value (financial in the case of debts or right with value in excess of $20,000 in the aggregate); made any changes in its accounting systems, policies, principles, practices or methods; entered into, authorized or permitted any transaction with Seller, Xxxxxxxxx or any of their Affiliates; authorized for issuance, issued, sold, delivered or agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of its capital stock or any other securities, or amended any of the terms of any such securities; split, combined or reclassified any shares of its capital stock, declared, set aside or paid any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or redeemed or otherwise acquired any securities of the Company; made any borrowings, incurred any debt (other than trade payables, draws under the Company's existing revolving line of credit and other business expenses not in excess of $10,000 in the aggregate, all of which have been made or incurred in the ordinary course of business and consistent with past practice), liabilities or results assumed, guaranteed, endorsed (except for the negotiation or collection of operations negotiable instruments in transactions in the ordinary course of business and consistent with past practice) or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any other Person, or made any payment or repayment in respect of any indebtedness to any Affiliates of the Company (or other than general economic in the ordinary course of business and consistent with past practice); made any loans, advances or industry conditions)capital contributions to, andor investments in, any other Person; entered into, adopted, amended or terminated any bonus, profit sharing, compensation, termination, stock option, stock appreciation right, restricted stock, performance unit, pension, retirement, deferred compensation, employment, severance or other employee benefit agreement, trust, plan, fund or other arrangement for the benefit or welfare of any director, officer or employee, or increased in any manner the compensation or fringe benefits of any director, officer or employee or paid any benefit not required by any existing plan and arrangement or entered into any contract, agreement, commitment or arrangement to do any of the foregoing; acquired, leased or encumbered any assets outside the ordinary course of business or any assets which are material to the actual knowledge Company; made any Tax election or settled or compromised any federal, state, local or foreign Tax liability, or waived or extended the statute of limitations in respect of any such Taxes; paid any amount, performed any obligation or agreed to pay any amount or perform any obligation, in settlement or compromise of any suits or claims of liability against the Company or any of its directors, officers, employees or agents; or terminated, modified, amended or otherwise altered or changed any of the General Partners terms or provisions of any Contract, except in the ordinary course of business and consistent with past practice, or paid any amount not required by Law or by any Contract in excess of $10,000 in the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectaggregate.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mmi Products Inc)

Financial Statements; Undisclosed Liabilities. Seller has delivered to Buyer the financial statements and financial information described on Schedule 6(c) (a) collectively, the "Financial Statements"). The ------------- Financial Statements and the Interim Financial Statements (true, are 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 Seller as of the Company as at their dates of the respective dates Financial Statements and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company Seller 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 which the Financial Statements relate, provided that the Financial Statements are subject to normal year-end adjustments (including which will not be material individually or in the footnotes theretoaggregate). Since the date of the Balance Sheetmost recent Financial Statements, the Company there has conducted its businesses not been any change in the ordinary course consistent with past practice and business, financial condition, operations or results of operations of Seller that could have a Material Adverse Effect. Seller has not incurred any liabilities, no debts, liabilities or obligations (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due including any liability for taxes) except (i) liabilities set forth on the face of or reflected on the most recent Financial Statements, (ii) liabilities which have arisen since the date 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 most recent Financial Statements in the ordinary course of business and are included as Assumed Payables or Assumed Accrued Liabilities, (iii) liabilities that are not reasonably likely required by generally accepted accounting principles to be set forth on the face of or reflected on the most recent Financial Statements but have a Material Adverse Effect. Since the date of the Balance Sheetbeen disclosed to Buyer, there has been no material adverse change and (iv) liabilities and obligations that are not, individually or in the businessaggregate, 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 Effectmaterial.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kadant Inc)

Financial Statements; Undisclosed Liabilities. (a) Section 4.5(a) of the Company Disclosure Schedule contains true, correct and complete copies of (a) an unaudited consolidated balance sheet and related consolidated statements of income and cash flows of the Company Group as of July 31, 2022 (the “Balance Sheet Date”) and (b) an audited consolidated balance sheet and related consolidated statements of income and cash flows (including all related notes and schedules) of the Company Group for the fiscal years ended January 31, 2022 and January 31, 2021 (the “Financial Statements”). 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 consolidated financial condition position of the Company and its consolidated Subsidiaries, as at their the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (andsubject, in the case of the Financial Statementsunaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the cash flowsnotes thereto, none of which are individually or in the aggregate material to the Company Group, taken as a whole) in conformity with GAAP (except, in the case of the Company unaudited statements for the absence of footnotes and other presentation items and for normal year-end adjustments, none of which are individually or in the aggregate material to the Company Group, taken as a whole) applied on a consistent basis during the periods covered therebyinvolved. (b) As No member 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 Group has any material liabilities, debts, obligations, or obligations claims against any of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP them (whether absolute, accruedcontingent, contingent matured 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 Sheetunmatured), except for liabilities, debts, or those liabilities and obligations (i) reflected or reserved against in on the balance sheet of the Company, and its consolidated Subsidiaries as of the Balance Sheet or the Financial Statements Date (including the footnotes notes thereto). Since ) included in the date of Financial Statements, (ii) incurred after 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 Sheet Date in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since consistent with past practices, or (iii) as of the date of the Balance Sheethereof, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations as set forth on Section 4.5(b) of the Company Disclosure Schedule. (other than c) The Company Group has devised and maintained systems of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with the appropriate officer’s general economic or industry conditions), and, specific authorization and (ii) transactions are recorded as reasonably necessary to permit the actual knowledge preparation of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result financial statements in a Material Adverse Effectconformity with GAAP.

Appears in 1 contract

Samples: Share Purchase Agreement (PTC Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Parent (including any related notes and schedules thereto) included in the Interim Financial Statements Parent Reports complied as to form, as of their respective dates of filing with the SEC or the applicable Canadian securities regulatory authority (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC or the applicable Canadian securities regulatory authority with respect thereto (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the applicable Canadian regulatory authorities), have been prepared in accordance with Canadian GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of Parent and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the Company as at their respective dates and for the results of operations periods shown (andsubject, in the case of unaudited statements, to normal year-end audit adjustments, none of which is expected to be material, and to any other adjustments described therein, including the Financial Statementsnotes thereto). The books and records of Parent and its Subsidiaries have been, the cash flows) of the Company for the periods covered therebyand are being, maintained in all material respects in accordance with Canadian GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated financial statements of Parent included in its Quarterly Report to Shareholders filed on Form 6-K for the quarter ended January 31, 2010, as filed with the SEC or otherwise disclosed in the Parent Reports filed subsequent to the date of the Balance Sheet, other than those set forth in Section 4.6(b) filing of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required such quarterly financial statements and prior 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 hereof, (ii) this Agreement and the Balance Sheet), except for liabilities, debts, Related Agreements 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 theretoiii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred since January 31, 2010 in the ordinary course of business consistent with past practice, neither Parent nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), has had, or would be reasonably likely expected to have 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 EffectEffect on Parent.

Appears in 1 contract

Samples: Agreement and Plan of Merger (South Financial Group Inc)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has previously delivered to the Interim Financial Statements (true, Purchaser complete and accurate copies of which have been previously delivered the audited balance sheet of the Company as of December 31, 2007 (the “Latest Balance Sheet”) and the audited statements of income of the Company for the year ended December 31, 2007 (such statements of income and the Latest Balance Sheet being herein referred to Purchaser) have been prepared from as the “Latest Financial Statements”). The Latest Financial Statements are based upon the information contained in 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 and accurately present in all material respects the financial condition of the Company as at their respective of the dates thereof and the results of operations for the periods referred to therein. The Latest Financial Statements have been prepared in accordance with GAAP (andas defined herein) applicable to audited financial statements, in the case and reflect all adjustments necessary to a fair and accurate statement of the Financial Statements, the cash flows) financial condition and results of operations of the Company for the periods covered therebypresented. (b) As All accounts, books and ledgers related to the business of the date Company and its subsidiaries are properly and accurately kept, are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. Neither the Company nor its subsidiaries have any of its material records, systems, controls, data, or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership (excluding licensed software programs) and direct control of the Balance Sheet, other than those set forth in Section 4.6(bCompany or its subsidiaries. (c) of Except as and to 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, extent reflected 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 Latest Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has does not incurred have any liabilities, debts, or obligations Liabilities (as defined herein) of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP any nature (whether accrued, absolute, accruedcontingent, contingent unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted), except for liabilities other than Liabilities incurred in the ordinary course Ordinary Course of business and not reasonably likely to have a Material Adverse Effect. Since Business (as defined herein) since the date of the Latest Balance Sheet, there has been no material adverse change Sheet and Liabilities arising 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 connection with this Agreement and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectContemplated Transactions .

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (Enigma Software Group, Inc)

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 PurchaserSection 4.07(a) have been prepared from the books and records of the Company on a consistent basis (and, in the case Disclosure Letter sets forth true and correct copies of the Financial Statements, . The Financial Statements have been derived from the Records of the Transferred Entities and prepared in all material respects in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial condition position of the Company Business as at their respective of the dates thereof and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company Business for the periods covered therebyshown therein, except (i) that the Business has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis, including (without limitation) allocations or adjustments related to healthcare charges and stock compensation, (ii) as relates to Taxes and (iii) that the Financial Statements (A) do not include statements of shareholders’ equity or cash flows and (B) have not been reviewed or audited by the Seller’s independent financial accountants and may lack footnotes and other presentation items required by GAAP. (b) As There are no Liabilities of the date Transferred Entities of the Balance Sheetany nature (whether accrued, other than those set forth in Section 4.6(b) of the Disclosure Scheduleabsolute, the Company had no material liabilitiescontingent or otherwise), debts, or obligations of the type that would be required to be reported reflected 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)GAAP, except for liabilities, debts, or obligations Liabilities (i) reflected or reserved against in the Financial Statements, (ii) incurred since December 31, 2021 (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 theretoDate”) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and business, (iii) that will be reflected in Closing Working Capital or Closing Indebtedness or (iv) as would not reasonably likely be expected, individually or in the aggregate, to have be material to the Business and the Transferred Entities, taken as a Material Adverse Effect. Since the date whole. (c) The system of internal controls over financial reporting of the Balance Sheet, there has been no material adverse change in Seller (as it relates to the business, operations, assets, condition (financial or otherwiseTransferred Entities and the Business), liabilities or results taken as a whole, is designed to provide reasonable assurance that transactions are recorded in all material respects as necessary to permit preparation 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 financial statements in a Material Adverse Effectaccordance with GAAP.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Altra Industrial Motion Corp.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Company (including any related notes and the Interim Financial Statements (trueschedules thereto) complied as to form, complete and accurate copies as of which have been previously delivered to Purchaser) their respective dates, in all material respects, with all applicable accounting requirements, 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 basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Company and its 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 Company and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Company for the Financial Statements fiscal year ended December 31, 2014; (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, ii) liabilities 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 since December 31, 2014 in amounts consistent with past practice; (iii) liabilities that have a Material Adverse Effect. Since been discharged or paid in full before the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition Effective Date; or (financial or otherwise), iv) liabilities or results obligations incurred directly as a result of operations this Agreement, neither Company nor any of the Company its Subsidiaries has incurred any material liability of any nature whatsoever (other than general economic whether absolute, accrued or industry conditionscontingent or otherwise and whether due or to become due), and, there is no existing condition, situation or set of circumstances that would reasonably be expected to the actual knowledge result in such a liability, other than pursuant to or as contemplated by this Agreement or that, either alone or when combined with all other liabilities of the General Partners and the Sellers, no event a type not described in (i) or (ii) has occurred had or facts or circumstances exist which would be reasonably likely expected to result in have, a Material Adverse EffectEffect on the Company.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Corp)

Financial Statements; Undisclosed Liabilities. (ai) The CNB has previously delivered or made available to OPOF and OPNB accurate and complete copies of the CNB 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 (andwhich, in the case of the balance sheets of CNB as of December 31, 2016 and 2015 and the statements of operations, comprehensive income, changes in shareholders’ equity and cash flows of CNB for the years ended December 31, 2016 and 2015, are accompanied by the audit report of Yxxxx, Hxxx & Bxxxxxx, P.C. The CNB Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and Statements fairly present in all material respects or will fairly present, as the case may be, the financial condition of CNB as of the Company as at their respective dates set forth therein, and the results of operations (andoperations, changes in stockholders’ equity and cash flows of CNB for the respective periods or as of the respective dates set forth therein, in the each case of the Financial Statementsin accordance with GAAP, the cash flows) of the Company for the periods covered therebyexcept in each case as may be noted therein. (bii) As of The CNB Financial Statements have been or will be, as the date of the Balance Sheetcase may be, 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 GAAP, except as stated therein. The audits of CNB have been conducted in accordance with generally accepted auditing standards of the United States of America. (whether absoluteiii) Since December 31, accrued2016, contingent or otherwise and, CNB has not incurred any liability other than in the case ordinary course of any such liabilitiesbusiness consistent with past practices (excluding the incurrence of expenses related to this Agreement and the Transaction). (iv) Since December 31, debts2016, 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 A) CNB has conducted its businesses in the ordinary and usual course consistent with past practice practices (excluding the incurrence of expenses related to this Agreement and the Transaction) and (B) no event has not incurred occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any liabilities, debts, or obligations paragraph of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent this Section 5.03 or otherwise), except for liabilities incurred in the ordinary course of business and not is reasonably likely to have a Material Adverse EffectEffect with respect to CNB. (v) Except for mortgage loans and participations CNB has entered into the ordinary course of business, no agreement pursuant to which any Loans or other assets have been or shall be sold by CNB entitles the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by CNB, to cause CNB to repurchase such Loans or other assets or the buyer to pursue any other form of recourse against CNB. Since December 31, 2016, no cash, stock or other dividend or any other distribution with respect to the date capital stock of CNB has been declared, set aside or paid. In addition, no shares of capital stock of CNB have been purchased, redeemed or otherwise acquired, directly or indirectly, by CNB since December 31, 2016, and no agreements have been made to do the foregoing. (vi) CNB maintains a system of internal accounting controls sufficient to provide reasonable assurances that all material information concerning CNB is made known on a timely basis to permit the preparation 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, CNB Financial Statements and any public disclosure documents relating 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 EffectCNB.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Old Point Financial Corp)

Financial Statements; Undisclosed Liabilities. (a) The Sellers have delivered to Parent the (i) (A) reviewed consolidated statements of income, changes in stockholder’s equity and cash flows of the Company and its Subsidiaries for the fiscal years ended March 31, 2016, 2017 and 2018 and (B) reviewed consolidated balance sheets of the Company and its Subsidiaries as at such dates, and (ii) (A) unaudited interim consolidated comparative statements of income, changes in stockholder’s equity and cash flows for the period ending May 31, 2018 and (B) an unaudited interim comparative consolidated balance sheet as of the end of such date (the financial statements described in the foregoing clauses (i) and (ii), collectively, the “Company Financial Statements”). The Company Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared were derived from the books and records of the Company and its Subsidiaries and present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP, except as otherwise noted therein or on a consistent basis (andSchedule 3.6(a), and subject, in the case of the Financial Statementsunaudited interim financial statements, in accordance with GAAP applied on a consistent basis) throughout to the periods covered thereby absence of footnotes 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 therebyto normal year-end adjustments. (b) As of Except as disclosed in the date of the Balance Sheet, other than those set forth Company Financial Statements or in Section 4.6(b) of the Disclosure ScheduleSchedule 3.6(b), the Company had and the Subsidiaries have no material liabilities, debts, liabilities or financial commitments or obligations of the type any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, required to be reported reflected or reserved on a balance sheet (including or disclosed in 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)GAAP, 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 theretoi) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities those which have been incurred in the ordinary course of business and not reasonably likely to have in a Material Adverse Effect. Since manner consistent with the date of Company’s or the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition applicable Subsidiary’s past practices; (financial or otherwise), ii) liabilities or results of operations of obligations for performance under Contracts; or (iii) liabilities, potential liabilities or financial obligations disclosed specifically as such in this Agreement or the Company (other than general economic or industry conditions), and, Schedules 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 Effectthis Agreement.

Appears in 1 contract

Samples: Merger Agreement (Ennis, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, Each Purchaser has heretofore been furnished with complete and accurate correct copies of which have been previously delivered to Purchasereach of the following: (i) have been prepared from the books and records audited consolidated balance sheet of the Company on a consistent basis (andand its Subsidiaries as of December 31, 2001, as included in the case Company’s Annual Report on Form 10-K with respect to the fiscal year then ended, as filed by the Company with the SEC; and (ii) the unaudited consolidated balance sheet of the Financial StatementsCompany and its Subsidiaries as of March 31, 2002 (the “Balance Sheet Date”), as included in the Company’s Quarterly Report on Form 10-Q with respect to the quarter then ended, as filed by the Company with the SEC. Schedule 3.7 sets forth the pro forma consolidated balance sheet of the Company and its Subsidiaries as of Balance Sheet Date, taking into account the issuance on the Initial Closing Date and Second Closing Date of all of the Shares contemplated hereby as being issued on such dates (assuming each Purchaser purchases the Shares set forth next to such Purchaser’s name on Exhibit A attached hereto). (b) The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date was prepared in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby generally accepted accounting principles and fairly present in all material respects presents the financial condition of the Company and its Subsidiaries as at their respective dates and the results of operations (andBalance Sheet Date, in the case of the Financial Statements, the cash flows) of subject to normal year-end audit adjustments. Neither the Company for the periods covered thereby. (b) As nor any 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, its Subsidiaries has any liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteany nature, 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), which are not described in such unaudited balance sheet except for (i) liabilities incurred that may have arisen in the ordinary and usual course of business since the Balance Sheet Date and that individually or in the aggregate do not have and could not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change effect on the Company and its Subsidiaries, taken as a whole, (ii) liabilities not required to be disclosed in accordance with generally accepted accounting principles, (iii) liabilities arising under this Agreement or the Related Agreements, and (iv) other liabilities and obligations expressly disclosed in the business, operations, assets, condition Schedules to this Agreement. (financial or otherwise), liabilities or results of operations c) The pro forma consolidated balance sheet of the Company (referred to in Section 3.7(a)(ii) has been prepared by management of the Company on a reasonable basis taking into consideration the effect of the Plan of Recapitalization and the transactions contemplated hereby as of the Initial Closing Date and none of the Company and its management is aware of any fact which casts doubt on the accuracy or completeness thereof. After giving effect to the Plan of Recapitalization and the transactions contemplated hereby and by the Related Agreements, neither the Company nor any of its Subsidiaries will have any material liabilities, contingent or otherwise, which are not referred to in such balance sheet or in the notes thereto other than general economic liabilities not required to be disclosed in accordance with generally accepted accounting principles and liabilities arising under this Agreement 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 EffectRelated Agreements.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nuvox Inc /De/)

Financial Statements; Undisclosed Liabilities. (a) The books of account and related records of Seller fairly reflect in all material respects Seller’s assets, liabilities and transactions. Schedule 3.6 sets forth the following financial statements (the “Financial Statements”): (x) the balance sheets of Seller as of December 31, 2020, 2019 and 2018 and the related statements of income and stockholder’s equity and cash flows for the years ended December 31, 2020, 2019 and 2018, and (y) the balance sheet of Seller as of the Balance Sheet Date, and the related statements of income and Founder’s equity and cash flows for the three (3)-month period ended on the Balance Sheet Date (the “Interim Financial Statements”). The Financial Statements and Interim Financial Statements fairly present, in all material respects, the financial position of Seller and the results of its operations and cash flows as of the respective dates and for the respective periods indicated therein and have been prepared consistent with Seller’s historical accounting methods, applied in a manner consistent with past principles and practices, including with respect to the preparation of the Financial Statements. The Interim Financial Statements fairly present, in all material respects, the financial position of Seller and the results of its operations and cash flows as of the respective dates and for the respective periods indicated therein and have been prepared consistent with Seller’s historical accounting methods, applied in a manner consistent with past principles and practices, except that the Interim Financial Statements (trueare subject to normal year-end adjustments, complete and accurate copies none of which have been previously delivered are expected to Purchaser) be material in amount or nature. The Financial Statements and Interim Financial Statements have been prepared from and are in accordance with 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 therebySeller. (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 Seller does not have 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), liabilities except for liabilities, debts, (a) liabilities reflected on or obligations reflected or accrued and 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 theretob) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course Ordinary Course of business and not reasonably likely to have a Material Adverse Effect. Since the date of Business after the Balance Sheet, there has been no Sheet Date (none of which is material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results from, arises out of, or relates to any material breach or violation of, or default under, a contractual obligation or requirement of operations Law). (c) Seller is not a party to, nor has it any commitment to become a party to: (i) any joint venture, off-balance sheet partnership, or any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among Seller, on the one hand, and any other Person, including any structured finance, special purpose, or limited purpose Person, on the other hand); or (ii) any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the Company (other than general economic or industry conditionsU.S. Securities and Exchange Commission), 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (VerifyMe, Inc.)

Financial Statements; Undisclosed Liabilities. (ai) The Financial Statements audited consolidated balance sheets and related audited statements of consolidated income, cash flow and stockholders' equity of LiQ as at and for the Interim Financial Statements fiscal year of LiQ ended January 31, 2000, (trueii) the unaudited consolidated balance sheet and related unaudited consolidated statements of income, complete cash flow and accurate copies stockholders' equity of which have been previously delivered to Purchaser) have been prepared from LiQ, as at and for the books and records of three months ended April 30, 2000, together with the Company on a consistent basis (andnotes thereto, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and present fairly present in all material respects the financial condition position of the Company as LiQ at their respective such dates and the results of its operations (and, in the case of the Financial Statements, the and its cash flows) of the Company flows for the periods covered thereby. then ended, and (biii) 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 consolidated balance sheet (including the footnotes thereto"BALANCE SHEET") prepared in accordance with GAAP of LiQ at January 31, 2000 (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 BALANCE SHEET DATE") 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 all material liabilities 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 (LiQ, whether absolute, accrued, contingent or otherwise, as of the date thereof, in each case, to the extent required by United States generally accepted accounting principles, consistently applied ("GAAP"). Except as disclosed in Section 3.2(d) of the LiQ Disclosure Schedule, except for LiQ does not have any liabilities, whether or not of a kind required by GAAP to be set forth on a financial statement, other than (a) liabilities incurred since January 31, 2000 in the ordinary course of business (none of which is a liability for breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and fully reflected as liabilities on the books and records of LiQ, (b) liabilities disclosed and reflected as liabilities on the financial statements or (c) liabilities which would not reasonably be likely to have a Material Adverse Effect. Effect on LiQ. (ii) Since the date of the Balance Sheet, Sheet Date there has not been no material adverse change any event or development resulting in the business, operations, assets, condition (financial a Material Adverse Effect or otherwise), liabilities any event 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 development which would reasonably be reasonably likely expected to result in a Material Adverse Effect.Effect on LiQ. (iii) Since the Balance Sheet Date there has been no declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of LiQ.

Appears in 1 contract

Samples: Merger Agreement (Envision Development Corp /Fl/)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Attached hereto as SCHEDULE 2.6(a)(i) are unaudited statements of income of the Business for the nine-month period ended September 30, 2004 and the Interim Financial year ended December 31, 2003 (collectively, the "INCOME STATEMENTS"). The Income Statements (truei) except as specifically noted therein, 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 United States generally accepted accounting principles ("GAAP") applied on a consistent basisconsistently with Seller's past practices and (ii) throughout the periods covered thereby are complete and correct in all material respects except as specifically noted therein and present 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) Business as of the Company such dates and for the periods covered thereby. SCHEDULE 2.6(a)(ii) also includes certain financial information relating to the Business and such information is complete and correct in all material respects and presents fairly in all material respects the information it purports to state at the dates and for the periods presented in such information. (b) As of the date hereof, Seller and TLP have no liabilities of any nature relating to the Business, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or contingent or potential liabilities relating to the conduct of the Balance SheetBusiness or the activities of TLP prior to the date hereof, other than those set forth regardless of whether claims in Section 4.6(b) respect thereof have been asserted), whether or not of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the a type required to be reported shown on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP GAAP, except (whether absolute, accrued, contingent or otherwise and, i) liabilities reflected 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 Schedules furnished to Buyer hereunder as of the date hereof (only to the extent of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements amount so disclosed) and (including the footnotes thereto). Since the date ii) prorations of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent expenses made between Seller and Buyer with past practice and has not incurred any liabilities, debts, or obligations of the type required respect to be reported on a balance sheet (including the footnotes thereto) prepared Laundry Leases made in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course terms 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 Effectthis Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Mac-Gray Corp)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Seller has delivered to the Interim Financial Statements (trueBuyer the following financial statements of the Seller, complete and accurate copies of which have been previously delivered to Purchaserare attached hereto as SCHEDULE 5.6: (i) Balance Sheet prepared by Seller's accountants, Xxxxxxx Xxxxxxxxx & Company, P.C.] dated December 31, 1998; and (ii) Management prepared monthly profit and loss statements dated January 1999 through October 31, 1999. The Financial Statements 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 accounting principles applied on a consistent basis) throughout consistently during the periods covered thereby (except that the interim financial statements are subject to normal year-end audit adjustments and do not include footnotes), and present fairly present in all material respects the financial condition of the Company as Seller at their respective the dates of said statements and the results of their 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 ScheduleSheet Date, the Company Seller had no material liabilitiesLiabilities of any nature, debtswhether accrued, 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, (including without limitation liabilities as guarantor or otherwise and, in with respect to obligations of others or contingent liabilities arising prior to the case of any such liabilities, debts, Balance Sheet Date) except liabilities stated or obligations in respect of any Taxes, as determined adequately reserved for on the basis of Tax Law as Financial Statements or reflected in effect Schedules furnished to Buyer hereunder as of the date hereof. (c) As 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 Sheethereof, the Company Seller has conducted its businesses in the ordinary course consistent with past practice and has not incurred no Liabilities of any liabilitiesnature, debtswhether accrued, 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), (including without limitation liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due or contingent liabilities arising prior to the date hereof or the Closing, as the case may be) except liabilities (i) stated or adequately reserved for liabilities on the appropriate Financial Statement or the notes thereto, (ii) reflected in Schedules furnished to the Buyer hereunder on the date hereof or (iii) incurred in the ordinary course of business of the Seller consistent with prior practices. (d) All financial information delivered to KPMG, LLP and not reasonably likely to have a Material Adverse Effect. Since the Buyer in connection with their audit of the Seller's financial statements as of the date hereof are true and correct in all material respects and reflect all liabilities 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 Seller as of the Company (other than general economic or industry conditions)date(s) of such information, and, to and have been prepared in accordance with accounting principles applied consistently during 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 Effectperiods covered thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bizness Online Com)

Financial Statements; Undisclosed Liabilities. (ai) The Seller has delivered to the Purchaser copies of (i) the unaudited balance sheet of the Seller and related statements of profit and loss and shareholders equity as of and for the fiscal year ended January 31, 1999, and (ii) the unaudited balance sheet and statements of profit and loss and shareholders equity of the Seller as of and for the eight months ended September 30, 1999 (the "Most Recent Financial Statements" and, collectively with the financial statements referred to in clause (i), the "Financial Statements.") The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaserincluding any notes thereto) 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) basis throughout the periods covered thereby and present fairly present in all material respects the financial condition of the Company Seller as at their respective of such dates and the results of operations (and, in the case of the Seller for such periods; PROVIDED, HOWEVER, that the Most Recent Financial Statements, the cash flows) of the Company for the periods covered therebyStatements are subject to normal year-end adjustments and lack footnotes and other presentation items. (bii) As The Seller does not have any liability (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for Taxes), except for (i) liabilities set forth on the face of the Most Recent Balance Sheet, (ii) executory liabilities under Contracts to which the Seller or any of its assets may be bound, (iii) liabilities reflected on the Disclosure Schedule, and (iv) liabilities which have arisen in the Ordinary Course of Business since the date of the Most Recent Balance Sheet, other than those set forth in Section 4.6(b. ss.5B(e)(ii) 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 Schedule sets forth as of the date of the Most Recent Balance SheetSheet a true and correct listing of the indebtedness of the Seller described in clauses (i), 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 ii) and (iii) 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 definition 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 EffectFunded Indebtedness.

Appears in 1 contract

Samples: Asset Purchase Agreement (Raven Industries Inc)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Balance Sheets as of the Balance Sheet Date and the Interim Financial Statements (related unaudited statements of profit and loss for the 12-month period ended on the Balance Sheet Date, in each case, true, correct and complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records are set forth on Section 3.06 of the Company on a consistent basis Disclosure Schedule (andthe “Financial Statements”), (i) fairly present in all material respects, in the case of the Financial Statements, in accordance conformity with GAAP applied on a consistent basis) throughout basis (except as set forth in Section 3.06 of the periods covered thereby Disclosure Schedule and fairly present subject to the absence of notes and normal year-end adjustments which are not individually or in all the aggregate material respects to the Business), the financial condition position of the Company Purchased Subsidiaries and the Business as at their respective of the dates thereof and the results of operations of the Purchased Subsidiaries and the Business for the period then ended and (andii) have been prepared from, and are in accordance with, and accurately reflect the books and records of Seller and its Subsidiaries in all material respects. Notwithstanding the foregoing, (x) the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and has received certain allocated charges and credits which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the Business would incur on a standalone basis or on an integrated basis within another organization, (y) all such allocated charges and credits have been made in accordance with GAAP consistently applied and (z) Buyer acknowledges and agrees that the Financial Statements are not pro forma financial statements giving effect to the transactions contemplated by this Agreement. Seller maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting related to the Business. There is not (A) any significant deficiencies or material weaknesses in the case design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Financial Statementsability to record, process, summarize and report financial information related to the cash flowsBusiness and (B) of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company for internal controls over financial reporting related to the periods covered therebyBusiness. (b) As Neither Seller nor any of its Subsidiaries has any claims or Liabilities in respect 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 Business that would be required to be reported reflected or reserved on a an audited balance sheet of the Business (including the footnotes notes 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)GAAP, 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 theretoi) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred Liabilities arising under Contracts entered into in the ordinary course of business (other than as a result of breach of Contract, tort, infringement, violation of Applicable Law, claim or lawsuit), (ii) Liabilities reflected on the Financial Statements, (iii) Liabilities arising under or incurred in connection with this Agreement or any other Transaction Document, (iv) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business consistent with past practice, (v) Liabilities relating to a subject matter that is addressed in any other representations and warranties contained in this Article 3 or in Article 8 or Article 9 or (vi) other Liabilities that would not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheetbe expected, there has been no material adverse change individually or in the businessaggregate, operationsto result in material Liability to the Business, assetstaken as a whole, condition (financial or otherwise), liabilities or results of materially impair the operations of the Company (other than general economic or industry conditions)Business, 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 taken as a Material Adverse Effectwhole.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (V F Corp)

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 audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2020, included in the annual report on a consistent basis (andForm 20-F filed with the SEC(the “Financial Statements”) and the unaudited consolidated financial statements of the Company and its Subsidiaries for the nine months ended September 30, 2021 filed with the SEC prior to the date hereof, present fairly, in the case of the Financial Statementsall material respects, in accordance with GAAP applied on a consistent basis) throughout International Financial Reporting Standards as issued by the periods covered thereby and fairly present in all material respects International Accounting Standards Board (“IFRS”), the financial condition condition, results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis as at their respective dates of such date and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebysuch period. (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 There are no material liabilities, debts, liabilities or material obligations of the type Company or any of the other Debtors of any kind whatsoever and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a material liability or material obligation, in each case, that would be required by IFRS, consistently applied, to be reported reflected on a the balance sheet of the Company, other than: (including i) liabilities or obligations disclosed and provided for in the footnotes theretoFinancial Statements, (ii) prepared liabilities or obligations incurred in accordance with GAAP or in connection with this Agreement, the Restructuring Documents or the Restructuring Transactions, (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, iii) liabilities 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 Sheetsince December 31, there has been no material adverse change 2020 or disclosed in the businessCompany SEC Documents, operations, assets, condition or (financial or otherwise), iv) liabilities or results of operations of the Company (other than general economic obligations that have been discharged 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 paid in a Material Adverse Effectfull.

Appears in 1 contract

Samples: Backstop Commitment Agreement

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and its consolidated Subsidiaries included or incorporated by reference in the Company Reports, including reports on Forms 10-K and 10-Q, as of their respective dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, comply as to form in all material respects with the then applicable accounting requirements and the Interim Financial Statements published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles in the United States (true“GAAP”) applied on a consistent basis (except as may be indicated in the notes thereto and except in the case of unaudited statements, complete as permitted by Form 10-Q under the Exchange Act), and accurate copies fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations, changes in stockholders’ equity and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments, none of which have been previously delivered and are reasonably likely to Purchaser) have been prepared from be materially adverse to the Company). The books and records of the Company on a consistent basis (andand its Subsidiaries have been, in the case of the Financial Statementsand are being, maintained 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 other legal and accounting requirements. Neither the Company as at their respective dates and the results nor any of operations (and, its Subsidiaries owns or leases any assets in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyCanada or derives any revenues from Canada. (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 There are no material liabilities, debts, liabilities or obligations of the type required to be reported on a Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable, inchoate or otherwise (collectively, “Liabilities”), other than (i) Liabilities disclosed and provided for in the consolidated balance sheet (including of the footnotes thereto) prepared in accordance with GAAP (whether absoluteCompany as of December 31, accrued, contingent or otherwise and, 2003 set forth in the case of any such liabilitiesCompany’s Annual Report on Form 10-K for the year ended December 31, debts, 2003 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 notes thereto and (including the footnotes thereto). Since the date of the Balance Sheetii) Liabilities incurred since December 31, 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 2003 in the ordinary course of business and that would not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheethave, there has been no material adverse change individually or in the businessaggregate, operations, assets, condition (financial or otherwise), liabilities or results of operations of the a 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. (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for physical assets is compared with the existing physical assets at reasonable intervals and appropriate actions are taken with respect to any differences. Except as disclosed in the Company Reports filed with the SEC between January 1, 2004 and the date hereof, there are no related party transactions or off-balance sheet structures or transactions with respect to the Company or any of its Subsidiaries that would be required to be reported or set forth in the Company Reports that are not so reported or set forth.

Appears in 1 contract

Samples: Merger Agreement (Prima Energy Corp)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, Each Purchaser has heretofore been furnished with complete and accurate correct copies of which have been previously delivered to Purchasereach of the following: (i) have been prepared from the books and records audited consolidated balance sheet of the Company on a consistent basis (andand its Subsidiaries as of December 31, 2000, as included in the case Company’s Annual Report on Form 10-K with respect to the fiscal year then ended, as filed by the Company with the SEC; and (ii) the unaudited consolidated balance sheet of the Financial StatementsCompany and its Subsidiaries as of June 30, 2001 (the “Balance Sheet Date”), as included in the Company’s Quarterly Report on Form 10-Q with respect to the quarter then ended, as filed by the Company with the SEC. Schedule 4.7 sets forth the pro forma consolidated balance sheet of the Company and its Subsidiaries as of Balance Sheet Date, taking into account the issuance of all of the Units and the Series D Warrants as contemplated hereby. (b) The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date was prepared in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby generally accepted accounting principles and fairly present in all material respects presents the financial condition of the Company and its Subsidiaries as at their respective dates and the results of operations (andBalance Sheet Date, in the case of the Financial Statements, the cash flows) of subject to normal year-end audit adjustments. Neither the Company for the periods covered thereby. (b) As nor any 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, its Subsidiaries has any liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteany nature, 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), which are not described in such unaudited balance sheet except for (i) liabilities incurred that may have arisen in the ordinary and usual course of business since the Balance Sheet Date and that individually or in the aggregate do not have and could not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change effect on the Company and its Subsidiaries, taken as a whole, (ii) liabilities not required to be disclosed in accordance with generally accepted accounting principles, (iii) liabilities arising under this Agreement or the Related Agreements, and (iv) other liabilities and obligations expressly disclosed in the business, operations, assets, condition Schedules to this Agreement. (financial or otherwise), liabilities or results of operations c) The pro forma consolidated balance sheet of the Company (referred to in Section 4.7(a)(ii) has been prepared by management of the Company on a reasonable basis taking into consideration the effect of the transactions contemplated hereby as of the Closing Date and none of the Company and its management is aware of any fact which casts doubt on the accuracy or completeness thereof. After giving effect to the transactions contemplated hereby and by the Related Agreements, neither the Company nor any of its Subsidiaries will have any material liabilities, contingent or otherwise, which are not referred to in such balance sheet or in the notes thereto other than general economic liabilities not required to be disclosed in accordance with generally accepted accounting principles and liabilities arising under this Agreement 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 EffectRelated Agreements.

Appears in 1 contract

Samples: Securities Purchase Agreement (Nuvox Inc /De/)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Company has made available to ARYA a true and complete copy of the audited consolidated balance sheet of the Company as of December 31, 2019 (the “Latest Balance Sheet”) and the Interim related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Company for the year then ended (the “Financial Statements”), which are attached as Section 3.4(a) of the Company Disclosure Schedules. The Financial Statements (trueincluding the notes thereto, complete and accurate copies of which have been previously delivered to Purchaserif applicable) have been (A) were 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) basis throughout the periods covered thereby indicated (except as may be specifically indicated in the notes thereto), and (B) fairly present present, in all material respects respects, the financial condition of the Company as at their respective dates and the position, results of operations (andoperations, in the case of the Financial Statements, the and cash flows) flows of the Company for the periods covered therebyperiod indicated therein. (b) As of the date of the Balance Sheet, other than those Except (i) as 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 Latest Balance Sheet (and the date of the Balance Sheetnotes thereto), except (ii) 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 Liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since since the date of the Latest Balance SheetSheet (excluding any Liabilities directly or indirectly related to a breach of Contract, there has been no material adverse change in the businessbreach of warranty, operationstort, assetsProceeding or violation of, condition (financial or otherwisenon-compliance with Law), liabilities (iii) for Liabilities incurred in connection with the negotiation, preparation or results execution of operations this Agreement or any Ancillary Documents, the performance by the Company of its covenants or agreements in this Agreement or any Ancillary Document to which it is or will be a party or the consummation of the transactions contemplated hereby or thereby (including, for the avoidance of doubt, the Company Expenses), (iv) executory obligations under Contracts (excluding any Liabilities directly or indirectly related to a breach of Contract), (v) that are expressly permitted pursuant to or incurred in accordance with Section 5.1(b) (including as set forth in Section 5.1(b)(i)-(vi) of the Company Disclosure Schedules) and (other than general economic vi) for Liabilities that are not and would not reasonably be expected to be, individually or industry conditions)in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities. (c) The Group Companies have established and maintain 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 GAAP and to maintain accountability for the Group Companies’ assets. The Group Companies maintain and, to for all periods covered by the actual knowledge Financial Statements, have maintained books and records of the General Partners Group Companies in the ordinary course of business that are accurate and complete and reflect the Sellersrevenues, expenses, assets and liabilities of the Group Companies in all material respects. (d) Except as set forth on Section 3.4(d) of the Company Disclosure Schedules, since January 1, 2019, (a) as of the date hereof, no event Group Company has occurred received any written complaint, allegation, assertion or facts claim that there is (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies, or circumstances exist which would be reasonably likely to result (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies or (b) fraud, whether or not material, that involves management or other employees of the Group Companies who have a Material Adverse Effectsignificant role in the internal controls over financial reporting of the Group Companies.

Appears in 1 contract

Samples: Business Combination Agreement (ARYA Sciences Acquisition Corp III)

Financial Statements; Undisclosed Liabilities. (a) The Company has made available to Priveterra true and complete copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2022, 2021, and 2020 and the related audited consolidated statement of operations and comprehensive loss, statement of convertible preferred stock and deficit and statement of cash flows of the Company and its Subsidiaries for each of the years then ended (collectively, the “Audited Company Financial Statements” or the “Company Financial Statements”). The Company Financial Statements (including the notes thereto) and, when delivered pursuant to Section 5.7, the Additional Company Financial Statements and the Interim Financial Statements any pro forma financial statements, (true, complete and accurate copies of which have been previously delivered to Purchaseri) have been were 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) basis throughout the periods covered thereby and fairly present indicated (except as may be indicated in all material respects the financial condition of the Company as at their respective dates and the results of operations notes thereto), (and, ii) in the case of the Audited Company Financial Statements and the Additional Company Financial Statements, when delivered pursuant to Section 5.7 only, fairly present, in all material respects, as applicable, the financial position, results of operations and cash flows) flows of the Company and its Subsidiaries as at the date thereof and for the periods covered thereby. period indicated therein, except as otherwise specifically noted therein, (biii) 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 liabilitiesthe Audited Company Financial Statements and the Additional Company Financial Statements, debtssolely when delivered pursuant to Section 5.7, or obligations will be audited in respect accordance with the standards of any Taxesthe PCAOB and contain an unqualified report of the Company’s auditors when filed as part of the Registration Statement/Proxy Statement, as determined on and (iv) comply in all material respects with the basis applicable accounting requirements and with the rules and regulations of Tax Law as the SEC, the Exchange Act and the Securities Act in effect as of the date hereof (including Regulation S-X or Regulation S-K, as applicable); provided that, the Unaudited Company Financial Statements do not include all of the Balance Sheet), except notes or the information contained in such notes as required by GAAP for liabilities, debts, or obligations reflected or reserved against complete financial statements and are subject to normal year-end adjustments. (b) Except (i) as set forth in the Balance Sheet or the Company Financial Statements 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities Liabilities incurred in the ordinary course of business as of December 31, 2021 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of the respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, and (iv) for Liabilities that are not reasonably likely to have a Company Material Adverse Effect. Since , the date of the Balance Sheet, there has been Company and its Subsidiaries have no material adverse change Liabilities required by GAAP to be reflected or reserved against in the businessconsolidated balance sheet as of December 31, operations2021 included in the Company Financial Statements. (c) The Company has established and maintains a system of internal accounting controls that is 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 GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets, condition . (financial or otherwise), liabilities or results of operations d) Except as set forth on Section 3.5(d) of the Company Disclosure Schedules, in the past two (other than general economic 2) years, neither the Company nor any of its Subsidiaries has received any written complaint, allegation, assertion or industry conditions)claim, andwritten or otherwise, to that there is (i) a “significant deficiency” in the actual knowledge internal controls over financial reporting of the General Partners Company and its Subsidiaries, (ii) a “material weakness” in the Sellersinternal controls over financial reporting of the Company and its Subsidiaries, no event has occurred or facts (iii) fraud, whether or circumstances exist which would be reasonably likely to result not material, that involves management or other employees of the Company or its Subsidiaries who have a significant role in a Material Adverse Effectthe internal controls over financial reporting of the Company and its Subsidiaries.

Appears in 1 contract

Samples: Business Combination Agreement (Strathspey Crown Holdings Group, LLC)

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 Section 2.7 of the Company on a consistent basis Disclosure Schedule contains true, correct and complete copies of (and, in i) the case audited balance sheets of the Company as of December 31, 2018, 2017, and 2016 and the related statements of income and cash flows for the fiscal years then ended, together with the appropriate notes to such financial statements and (ii) the unaudited balance sheet of the Company as of May 31, 2019 (the “Balance Sheet” and the date of the Balance Sheet, the “Balance Sheet Date”) and the related unaudited statements of income and cash flows for the five (5) months then ended (collectively, the “Financial Statements”). Except as set forth on Section 2.7 of the Company Disclosure Schedule, the Financial Statements in accordance with GAAP applied on a consistent basis) basis throughout the periods covered thereby thereby, except as may be indicated in the notes thereto and subject, in the case of unaudited Financial Statements, to the absence of (x) footnotes and (y) normal year-end adjustments (that are consistent in magnitude, scope and nature with the past practices of the Company). The Financial Statements fairly present present, in all material respects respects, the financial condition position and results of operations and cash flow of the Company as at of their respective dates and for the results of operations (andrespective periods covered thereby, subject, in the case of the Financial Statements, Balance Sheet and the related unaudited statements of income and cash flows, to the absence of (x) footnotes and (y) normal year-end adjustments that are consistent in magnitude, scope and nature with the past practices of the Company for the periods covered therebyCompany. (b) As The books and records of the date Company fully and fairly reflect all transactions, properties, assets and liabilities of the Company. The Financial Statements have been derived from the accounting records of the Company, represent only bona fide transactions, and reflect the consistent application of such accounting principles throughout the periods covered thereby. The Company is not subject to any liability, whether absolute, contingent, accrued, known, unknown or otherwise, which is not shown or which is in excess of amounts shown or reserved for in 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 liabilities reasonably incurred after 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 Date in the ordinary course of business and not reasonably likely to have consistent with past practice (none of which arises from any breach of contract, breach of warranty, tort or violation of law). (c) Except as set forth in Section 2.7(c) of the Company Disclosure Schedule, since January 1, 2019, a Company Material Adverse Effect. Since Effect has not occurred and, to the Company’s Knowledge, none is threatened or pending. (d) All accounts receivable of the Company that are reflected on the Balance Sheet or on the accounting records of the Company as of the date hereof (collectively, the “Accounts Receivable”) (i) represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business, and (ii) have arisen (A) from bona fide transactions in the ordinary course of business, and (B) under valid and enforceable Contracts to which the Company is a party. All Accounts Receivable are good and collectible in the ordinary course of business at the aggregate recorded amounts thereof, net of any applicable allowance for doubtful accounts reflected in the Balance Sheet, there has been no material adverse change which allowance will be determined on a basis consistent with the basis used in determining the allowance for doubtful accounts reflected in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations Balance Sheet. Except as set forth in Section 2.7(d) of the Company (other than general economic Disclosure Schedule, there is no contest, claim, or industry conditions)right of set-off, and, of any Accounts Receivable relating to the actual knowledge amount or validity of such Accounts Receivable. (e) All accounts payable of the General Partners Company reflected on the Balance Sheet and arising after the Sellersdate thereof are the result of bona fide transactions and have been paid or are not yet due and payable, no event except for accounts payable that are being disputed in good faith in an appropriate manner. (f) In the conduct of its business, the Company and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations. There has occurred not been to the Company’s Knowledge, any fraud that involves management or facts or circumstances exist which would be reasonably likely to result other employees who have a significant role in a Material Adverse Effectthe internal controls of the Company.

Appears in 1 contract

Samples: Merger Agreement (SIMPLICITY ESPORTS & GAMING Co)

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 PurchaserAcquiror) have been prepared from the books and records of the Company entities shown on a consistent basis (and, in the case of the audited 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 SPVs as at their respective dates and the results of operations (and, in the case of the audited Financial Statements, the cash flows) of the Company SPVs for the periods covered thereby. (b) As of the date of the each Balance Sheet, other than those set forth in Section 4.6(b4.06(b)(1) of the Disclosure Schedule, the Company SPVs had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet prepared in accordance with GAAP (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, and in the case of any such liabilities, debts, 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 applicable Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the each Balance Sheet, the Company has SPVs have conducted its their respective businesses in the ordinary course consistent with past practice and has have not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet prepared in accordance with GAAP (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 each Balance Sheet, there has have been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities liabilities, or results of operations of the Company SPVs (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the SellersTransferors' knowledge, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect. The only indebtedness of the SPVs or the Maltese entities to which the KENTUCKY and WEST VIRGINIA Vessels are to be transferred prior to Closing or incurred by the Vessels at the Closing Date will be (A) the indebtedness listed in Section 4.06 (b)(2) of the Disclosure Schedule which indebtedness will include new debt with terms and conditions reasonably satisfactory to Acquiror in an aggregate amount of up to $10 million and which indebtedness will not aggregate in excess of $59,000,000 and (B) current liabilities, other than for borrowed money, reflected or reserved against in the SPV's or entity's Balance Sheet delivered to Acquiror or otherwise incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Contribution Agreement (General Maritime Ship Holdings LTD)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules thereto) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered if amended or superseded by a subsequent filing prior to Purchaser) have been prepared from the books and records date hereof, as of the Company on a consistent basis 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 (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects, the consolidated financial position of Buyer and its 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 Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2014, as filed with the SEC, (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, ii) liabilities 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 since December 31, 2014 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have 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 EffectEffect on Buyer.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Corp)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and Company has previously delivered to the Interim Financial Statements (true, Investors complete and accurate copies of which have been previously delivered the audited balance sheet of the Company as of December 31, 2006 (the “Latest Balance Sheet”) and the unaudited statements of income of the Company for the 3-month period ended June 30, 2007 (such statements of income and the Latest Balance Sheet being herein referred to Purchaser) have been prepared from as the “Latest Financial Statements”). The Latest Financial Statements are based upon the information contained in 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 and accurately present in all material respects the financial condition of the Company as at their respective of the dates thereof 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 referred to be reported on a balance sheet (including the footnotes thereto) therein. The Latest Financial Statements have been prepared in accordance with GAAP (whether absoluteas defined herein) applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), 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 and reflect all adjustments necessary to a fair and accurate statement 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 financial condition 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 for the interim periods presented. (b) All accounts, books and ledgers related to the business of the Company and its subsidiaries are properly and accurately kept, are complete in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. Neither the Company nor its subsidiaries have any of its material records, systems, controls, data, or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership (excluding licensed software programs) and direct control of the Company or its subsidiaries. (c) Except as and to the extent reflected in the Latest Balance Sheet, the Company does not have any Liabilities (as defined herein) of any nature (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and regardless of when asserted), other than general economic or industry conditions), and, to Liabilities incurred in the actual knowledge Ordinary Course of Business (as defined herein) since the date of the General Partners Latest Balance Sheet and Liabilities arising in connection with this Agreement and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effecttransactions contemplated herein.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock Purchase Agreement (Challenger Powerboats, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Attached as Schedule 3.6 are the unaudited pro forma consolidated balance sheets and statements of income of the Business as of and for the years ended August 31, 2016 and August 31, 2015 and as of and for the nine months ended May 31, 2017 (the “Financial Statements”). Except as set forth on Schedule 3.6(a), the Financial Statements and the Interim Financial Statements (truepresent fairly, 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 respects, the consolidated financial condition of the Company as at their respective dates position and the results of operations (and, in the case of the Financial Statements, the cash flows) Business as of the Company dates and for the periods covered therebyindicated in such Financial Statements in conformity with GAAP (except for the absence of footnotes, schedules, standalone tax provisions, corporate charges and other presentation items) and the accounting policies utilized by Parent in the preparation of Parent’s audited financial statements as stated therein (“Parent’s Accounting Policies”). (b) As of the date of the Balance SheetThe Business does not have, 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 hereof, nor will it have, as of the Balance Sheet)Closing, any Liabilities that would be required to be reflected, reserved against or disclosed on a consolidated balance sheet (or the notes or schedules thereto) prepared as of such date, in accordance with GAAP, except for liabilities, debts, (x) the Assumed Liabilities or obligations reflected (y) Liabilities that (i) are provided for or accrued or reserved against in the Balance Sheet Sheet, or the Financial Statements reflected in any notes or schedules thereto, (including the footnotes theretoii) are set forth on Schedule 3.6(b). Since , (iii) are incurred or arise after 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 Sheet in the ordinary course of business and not reasonably likely consistent with past practice or (iv) arise in the ordinary course of business pursuant to have a Material Adverse Effect. Since the date Contracts of the Balance SheetBusiness. (c) Except for any intercompany Indebtedness that will be discharged prior to the Closing, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations none of the Company Acquired Companies shall have any Indebtedness at the Closing. (d) Parent, Seller and any of their respective Subsidiaries or Affiliates related to the Business, have made and keep books, records and accounts which in reasonable detail accurately and fairly reflect the transactions and dispositions of Parent, Seller and any of their respective Subsidiaries’ Assets relating to the Business in all material respects. (e) There are no outstanding guaranties, subordination agreements, indemnity agreements (other than general economic customary indemnification obligations entered into in the ordinary course of business) or industry conditions), and, substantially similar Contracts primarily related to the actual knowledge Business, whether or not entered into in the ordinary course of business, under which any of the General Partners and Acquired Companies, Parent, Seller or any of their respective Subsidiaries, is or may become liable for or obligated to discharge, or any material Transferred Asset is or may become subject to the Sellerssatisfaction of, no event has occurred any Indebtedness, obligation, performance or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effectundertaking of any Person.

Appears in 1 contract

Samples: Interest Purchase Agreement (Commercial Metals Co)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies if amended or superseded by a subsequent filing prior to the date of which have been previously delivered to Purchaser) have been prepared from the books and records this Agreement, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes to them), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or audited consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2023, as filed with the SEC, (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, ii) liabilities 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 since December 31, 2023 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to Buyer. (c) To the date Knowledge of Company, Ernst & Young LLP, which has expressed its opinion with respect to the financial statements of Buyer and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results rules of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Appears in 1 contract

Samples: Merger Agreement (Enterprise Bancorp Inc /Ma/)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously Company has delivered to Purchaserthe Buyer (i) have been prepared from the books and records audited consolidated balance sheets of the Company on a consistent basis and its Subsidiaries as at December 31, 2008 and December 31, 2009, and audited consolidated income statements and statements of cash flows for the fiscal years then ended, and (and, in the case ii) an unaudited consolidated balance sheet of the Financial StatementsCompany and its Subsidiaries as at March 31, 2010 (the “Most Recent Balance Sheet” and the date thereof the “Balance Sheet Date”) and unaudited consolidated income statements and statements of cash flows for the three-month period then ended. Except as set forth on Schedule 2.8(a) with respect to the unaudited financial statements referred to in accordance with GAAP applied on a consistent basis(ii) throughout above, such financial statements and the periods covered thereby and notes thereto, if any, fairly present in all material respects the consolidated 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) and cash-flows of the Company and its Subsidiaries 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) then ended and have been prepared in accordance with GAAP (whether absolute, accrued, contingent except as otherwise stated therein or otherwise and, in the case of any such liabilitiesunaudited financial statements for the omission of footnotes and subject to year-end adjustments, debts, none of which alone 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 aggregate would have a Company Material Adverse Effect). (b) The Company does not have any material obligation 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 liability (whether accrued, absolute, accrued, contingent or otherwise), whether due or to become due and regardless of when or by whom asserted) that would be required by GAAP to be reflected on a balance sheet, except (i) for liabilities (A) liabilities, accounts payable and accrued expenses reflected on the Most Recent Balance Sheet and (B) other similar amounts incurred in the ordinary course of business since the Balance Sheet Date (with the understanding that any such liability which arises or results from the Company's breach of contract, breach of warranty, tort, or violation of law since the Balance Sheet Date shall not have been incurred in the ordinary course of business), (ii) for obligations of future performance under contracts set forth on a Schedule hereto and other contracts entered into in the ordinary course in accordance with this Agreement that are not reasonably likely required to have be listed on a Material Adverse Effect. Since Schedule hereto, and (iii) as set forth on Schedule 2.8(b). (c) Subject to any reserves set forth in the date of the Most Recent Balance Sheet, there has been the accounts receivable shown on the Most Recent Balance Sheet are valid receivables subject to no material adverse change setoffs or counterclaims and represent bona fide claims against debtors. (d) The Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in the businessaccordance with management’s general or specific authorizations, operations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, condition (financial iii) access to assets is permitted only in accordance with management’s general or otherwise)specific authorization, liabilities or results of operations of and (iv) the Company (other than general economic or industry conditions), and, recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect 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 Effectany differences.

Appears in 1 contract

Samples: Securities Purchase Agreement (Henry Jack & Associates Inc)

Financial Statements; Undisclosed Liabilities. (a) Univest has previously made available, or will make available, to Valley Green the Univest Regulatory Reports. The Financial Statements and the Interim Financial Statements (trueUnivest Regulatory Reports have been, complete and accurate copies of which have been previously delivered to Purchaser) have been or will be, prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, all material respects in accordance with GAAP applied on a consistent basis) 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 thereby by such statements, and fairly present or will fairly present in all material respects the financial condition of the Company as at their respective dates and the position, results of operations and changes in shareholders’ equity of Univest 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. (andb) Univest has previously made available or will make available to Valley Green the Univest Financial Statements. The Univest 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 Univest and the Univest Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof (subject in the case of the Financial Statementsunaudited interim statements to normal year-end adjustments), 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 absoluteduring the periods involved, accrued, contingent or otherwise and, except as indicated in the notes thereto and except 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 unaudited statements to normal recurring audit adjustments. (c) At the date of each balance sheet included in the Balance Sheet)Univest Financial Statements, except for neither Univest nor Univest Bank has had or will have any material liabilities, debts, obligations or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date loss contingencies 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 nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Univest Financial Statements or Univest 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 Univest Regulatory Reports, the absence of footnotes. (d) The records, systems, controls, data and information of Univest and the Univest Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Univest or any Univest Subsidiary (including all means of access thereto and therefrom), except for liabilities incurred any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.5(d). Univest (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, (ii) has implemented and maintains disclosure controls and procedures to ensure that material information relating to Univest, including its consolidated Univest Subsidiaries, is made known to the chief executive officer and the chief financial officer of Univest by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Univest’s outside auditors and the audit committee of Univest’s Board of Directors (A) any significant deficiencies and material weaknesses in the ordinary course design or operation of business and not internal control over financial reporting that are reasonably likely to adversely affect Univest’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a Material Adverse Effectsignificant role in Univest’s internal controls over financial reporting. These disclosures (if any) were made in writing by management to Univest’s auditors and audit committee and a copy has previously been made available to Valley Green. (e) Since the date December 31, 2013, (i) neither Univest nor any 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), andUnivest Subsidiaries nor, to the actual knowledge Knowledge of Univest, any director, officer, employee, auditor, accountant or representative of Univest or any Univest Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the General Partners accounting or auditing practices, procedures, methodologies or methods of Univest or any Univest Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Univest or any Univest Subsidiary has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Univest or any Univest Subsidiary, whether or not employed by Univest or any Univest Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Univest or any of its officers, directors, employees or agents to the Sellers, no event has occurred Board of Directors of Univest or facts any committee thereof or circumstances exist which would be reasonably likely to result in a Material Adverse Effectany director or officer of Univest.

Appears in 1 contract

Samples: Merger Agreement (Univest Corp of Pennsylvania)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records if amended or superseded by a subsequent filing, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be otherwise disclosed), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2015, as filed with the SEC, (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, ii) liabilities 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 since December 31, 2015 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have 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 EffectEffect on Buyer.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Corp)

Financial Statements; Undisclosed Liabilities. (a) The following financial statements (such financial statements, the “Financial Statements Statements”) have been made available to the Purchaser and the Interim Financial Statements (a true, complete and accurate copies correct copy of which have been previously delivered to Purchasersuch Financial Statements is set forth in Section 5.5(a) of the Disclosure Schedule: (i) the unaudited financial statements of the Company for the twelve (12)-month periods ending December 26, 2020 and audited financial statements of the Company for the twelve (12)-month periods ending December 26, 2021 including balance sheets as of December 26, 2020 and December 26, 2021, and the related audited statements of income, shareholder’s deficit and cash flows for the fiscal years of the Company then ended. (b) The Financial Statements have been prepared from the books and records of the Company on a consistent basis (andand present fairly, 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 Statementsrespects, 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 consolidated financial position 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 consolidated results of operations of the Company as at such dates in accordance with ASPE, except as may be indicated in the notes thereto. (c) The Company is not subject to any material liability or obligation of any nature, whether accrued, absolute, determined, determinable, fixed or contingent, except for those liabilities and obligations (i) disclosed, reflected or reserved against or provided for in the Financial Statements in accordance with ASPE; (ii) incurred in the Ordinary Course of Business since the Reference Date; provided, however, that none of such liabilities or obligations arise out of a violation or default of, or noncompliance with, any Contract or Law, as applicable, on the part of (d) Neither the Company (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any fraud or illegal act, whether or not material, that involves the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company; or (ii) any claim or allegation regarding the foregoing. (e) There is no Company Debt other than general economic or industry conditions)the Company Debt set forth on the Estimated Closing Statement. (f) Notwithstanding the representations and warranties made in this Article V, and, the Financial Statements do not give effect 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 EffectTransactions.

Appears in 1 contract

Samples: Share Purchase Agreement (Bird Global, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, Purchaser has heretofore been furnished with complete and accurate correct copies of which have been previously delivered to Purchasereach of the following: (i) have been prepared from the books and records unaudited balance sheet of the Company on a consistent basis as of October 31, 1999 ("Balance Sheet Date"); and, in (ii) the case pro forma balance sheet of the Financial StatementsCompany and its Subsidiaries as of the Balance Sheet Date, taking into account the issuance of all of the Series A-1 Preferred Stock as contemplated hereby. (b) The Company's unaudited balance sheet as of the Balance Sheet Date was prepared in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby generally accepted accounting principles and fairly present in all material respects presents 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 Balance Sheet Date. Neither the Company for the periods covered thereby. (b) As nor any 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, its Subsidiaries has any liabilities or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absoluteany nature, 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), which are not described in such unaudited balance sheet except for liabilities incurred that may have arisen in the ordinary and usual course of business since the Balance Sheet Date and that individually or in the aggregate do not have and could not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change effect on the Company and its Subsidiaries, taken as a whole, and other liabilities and obligations expressly disclosed in the business, operations, assets, condition Schedules to this Agreement. (financial or otherwise), liabilities or results of operations c) The pro forma balance sheet of the Company (referred to in Section 4.7(a)(ii) has been prepared by management of the Company on a reasonable basis taking into consideration the effect of the transactions contemplated hereby as of the Closing Date and none of the Company and its management is aware of any fact which casts doubt on the accuracy or completeness thereof. After giving effect to the transactions contemplated by the Related Agreements, neither the Company nor any of its Subsidiaries will have any material liabilities, contingent or otherwise, which are not referred to in such balance sheet or in the notes thereto other than general economic or industry conditions), and, liabilities not required to be disclosed in accordance with generally accepted accounting principles and liabilities arising under 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 EffectRelated Agreements.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gabriel Communications Inc /De/)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements Company has made available to ALPA a true and complete copy of the audited consolidated balance sheets of the Company as of December 31, 2021 and the Interim related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows of the Company for each of the years then ended (collectively, the “Company Financial Statements”). The Company Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaserincluding the notes thereto) have been (A) were 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) basis throughout the periods covered thereby and indicated (except as may be indicated in the notes thereto), (B) fairly present present, in all material respects respects, the financial condition position, results of operations and cash flows of the Company as at their respective dates the date thereof and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby. period indicated therein, except as otherwise specifically noted therein, (bC) 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 were audited in accordance with GAAP the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (whether absoluteD) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on Exchange Act and the basis of Tax Law as Securities Act in effect as of the date of the Balance Sheethereof (including Regulation S-X or Regulation S-K, as applicable), except for liabilities, debts, or obligations reflected or reserved against . (b) Except (i) as set forth in the Balance Sheet or the Company Financial Statements 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 theretoii) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities Liabilities incurred in the ordinary course of business as of December 31, 2021 (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (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 contemplated hereby or thereby and (iv) for Liabilities that are not and would not reasonably likely be expected to have a Material Adverse Effect. Since the date of the Balance Sheetbe, there has been no material adverse change individually or in the businessaggregate, operationsmaterial to the Company, the Company has no Liabilities required by GAAP to be reflected or reserved against in the consolidated balance sheet as of December 31, 2021 included in the Company Financial Statements. (c) The Company has established and maintains a system of internal accounting controls that is 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 GAAP and to maintain accountability for the Company’s assets. (d) Since January 1, condition 2019, the Company has not received any written complaint, allegation, assertion or claim that there is (i) “significant deficiency” in the internal controls over financial or otherwise), liabilities or results of operations reporting of the Company (other than general economic or industry conditions), and, to the actual knowledge Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the General Partners and Company to the SellersCompany’s knowledge or (iii) fraud, no event has occurred whether or facts not material, that involves management or circumstances exist which would be reasonably likely to result other employees of the Company who have a significant role in a Material Adverse Effectthe internal controls over financial reporting of the Company.

Appears in 1 contract

Samples: Business Combination Agreement (Alpha Healthcare Acquisition Corp Iii)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records if amended or superseded by a subsequent filing, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be otherwise disclosed), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2017, as filed with the SEC, (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, ii) liabilities 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 since December 31, 2017 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have 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 EffectEffect with respect Buyer.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Corp)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements books of account and other financial records of the Interim Financial Statements (trueCompany, complete and accurate copies all of which have been previously delivered made available to Purchaser) Buyer, are correct and complete in all material respects, represent actual bona fide transactions and have been prepared from maintained in accordance with sound business and accounting practices. Each transaction is properly and accurately recorded in the books and records of the Company. The Company maintains an adequate system of internal accounting controls and does not engage in or maintain any off-the-books accounts or transactions. (b) Attached hereto as Schedule 3.8 are the following (the financial statements referred to in clauses (i) and (ii) below being collectively referred to as the “Company Historical Financials”): (i) the Company’s audited balance sheets and statements of income, retained earnings and cash flows as of and for its fiscal years ended December 31, 2004, 2005 and 2006; and (ii) the Company’s unaudited interim balance sheet and statements of income, retained earnings and cash flows as of and for the three months ended March 31, 2007 (the “Company Current Financials”). The Company Historical Financials (including, in each case, the related schedules and notes, if any) fairly present the financial condition, results of operations and changes in financial position of the Company as of and for the respective dates and periods covered thereby and were prepared in accordance with Mexican GAAP applied on a consistent basis (andthroughout the periods covered thereby subject, in the case of the Financial StatementsCompany Current Financials, in accordance with GAAP applied on a consistent basisto year-end audit adjustments (which will not be material) 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 lack of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyfootnotes and other presentation items. (bc) As of the date of the Balance Sheet, other than those Except as set forth in Section 4.6(b) of the Disclosure Scheduleon Schedule 3.8(c), 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 does not have any liabilities (whether absoluteknown or unknown, accruedwhether direct or indirect, contingent whether absolute or otherwise andcontingent, in the case of whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any such liabilities, debts, or obligations in respect of any liability for 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 (i) liabilities set forth in the Balance Sheet or the Financial Statements Company Current Financials, and (including the footnotes thereto). Since the date of the Balance Sheet, ii) liabilities that have arisen after 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 Current Financials in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since business. (d) On the date of hereof and immediately prior to the Balance SheetClosing Date, 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 Effectis Solvent.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nascent Wine Company, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of the Purchaser and its Subsidiaries (including any related notes and schedules thereto) included in the Interim Financial Statements Purchaser Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete 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 accurate copies with the published rules and regulations of which have been previously delivered to Purchaser) the SEC, 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 basis during the periods covered thereby involved (except as may be disclosed therein), and fairly present present, in all material respects respects, the consolidated financial condition position of the Company Purchaser and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as at their respective of the dates and for the results of operations periods shown (andsubject, in the case of unaudited statements, to normal year-end audit adjustments, none of which is expected to be material, and to any other adjustments described therein, including the Financial Statementsnotes thereto), and have been prepared from, and are in accordance with, the cash flows) books and records of the Company for Purchaser and its Subsidiaries. The books and records of the periods covered therebyPurchaser 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 and reflect only actual transactions. (b) As Except for (i) those liabilities that are fully reflected or reserved for in the consolidated balance sheet of the Purchaser included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, as filed with the SEC or otherwise disclosed in the Purchaser Reports filed subsequent to the date of the Balance Sheetfiling of such quarterly financial statements and prior to the date hereof, other than those set forth in Section 4.6(b(ii) of the Disclosure Schedule, the Company had no material liabilities, debtsthis Agreement, or obligations of the type required to be reported on a balance sheet (including the footnotes theretoiii) 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 since September 30, 2008 in the ordinary course of business consistent with past practice, neither the Purchaser nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued or contingent or otherwise and whether due or to become due), either alone or when combined with all other liabilities of a type not described in clause (i), (ii) or (iii), which has had, or would be reasonably expected to have, a Material Adverse Effect on the Purchaser. (c) The records, systems, controls, data and information of the Purchaser and its Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Purchaser or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material adverse effect on the system of internal accounting controls described below in this Section 5.7(c). The Purchaser (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Purchaser, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Purchaser by others within those entities, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to the Purchaser’s outside auditors and the audit committee of the Purchaser’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Purchaser’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a Material Adverse Effectsignificant role in the Purchaser’s internal controls over financial reporting. Since These disclosures were made in writing by management to the Purchaser’s auditors and audit committee. As of the date hereof, there is no reason to believe that the Purchaser’s outside auditors, chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Balance SheetXxxxxxxx-Xxxxx Act, there has been no material adverse change in the businesswithout qualification, 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 Effectwhen next due.

Appears in 1 contract

Samples: Stock Purchase Agreement (Capital One Financial Corp)

Financial Statements; Undisclosed Liabilities. (a) The consolidated financial statements (including the related notes and schedules) of the Company (the "SEC Financial Statements and Statements") included in the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) SEC Documents have been prepared from in accordance with GAAP (except as may be otherwise indicated therein or in the books notes thereto and records of the Company on a consistent basis (andexcept, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Financial StatementsExchange Act), in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved except as noted therein, and fairly present in all material respects the consolidated financial condition position of the Company and its consolidated Subsidiaries as at their of the respective dates thereof and the results of operations operations, cash flows and changes in stockholders' equity for the respective periods then ended (andsubject, in the case of unaudited quarterly statements, to normal year-end audit adjustments and the Financial Statements, the cash flows) absence of the Company for the periods covered therebyfootnotes). (b) As The Company has designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Company Subsidiaries, is made known to the chief executive officer and the interim chief financial officer of the Company by others within those entities. The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company's auditors and the audit committee of the Balance Sheet, other than those set forth in Section 4.6(b) Board of Directors of the Disclosure ScheduleCompany, (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company's ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls over financial reporting. (c) Neither the Company had no material liabilities, debts, or obligations nor any of the type Company Subsidiaries has any Liabilities that would be required by GAAP to be reported on a reflected in the consolidated balance sheet of the Company, except (i) for such Liabilities (A) reflected, reserved against or otherwise disclosed in the consolidated balance sheet of the Company as of July 1, 2006 (including the footnotes notes thereto) prepared in accordance with GAAP (whether absolute), accrued, contingent or otherwise and, which is included in the case of any such liabilitiesSEC Financial Statements, 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 theretoB) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business consistent with past practice, (C) arising under the terms of (but not from any breach or default under) any Contract or Permit binding upon the Company or any of the Company Subsidiaries that is either (1) disclosed in the Company Disclosure Schedule or (2) not required to be so disclosed by the terms of this Agreement, and not reasonably likely to have a Material Adverse Effect. Since including any such Contract that is entered into, or such Permit that is obtained, after the date of this Agreement, as long as entering into such Contract or obtaining such permit does not violate any provision of this Agreement, or (D) incurred pursuant to or in connection with this Agreement or the Balance SheetTransactions and (ii) for such other Liabilities as would not reasonably be expected to have, there has been no material adverse change individually or in the businessaggregate, operations, assets, condition (financial or otherwise), liabilities or results of operations of the a 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.

Appears in 1 contract

Samples: Merger Agreement (Eddie Bauer Holdings, Inc.)

Financial Statements; Undisclosed Liabilities. (a) The Financial Statements financial statements of Buyer (including any related notes and schedules) included in the Interim Financial Statements Buyer Reports complied as to form, as of their respective dates of filing with the SEC (trueor, complete and accurate copies if amended or superseded by a subsequent filing prior to the date of which have been previously delivered to Purchaser) have been prepared from the books and records this Agreement, as of the Company on a consistent basis date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC (andexcept, in the case of unaudited statements, as permitted by the Financial Statementsrules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis) throughout basis during the periods covered thereby involved (except as may be expressly disclosed in the financial statements or in the notes to them), and fairly present present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of Buyer and its Subsidiaries as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects the financial condition of the Company as at their respective dates in accordance with GAAP and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered therebyany other applicable legal and accounting requirements and reflect only actual transactions. (b) As of the date of the Balance Sheet, other than Except for (i) 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 liabilities that are fully reflected or reserved against for in the Balance Sheet or consolidated financial statements of Buyer included in its Annual Report filed on Form 10-K for the Financial Statements fiscal year ended December 31, 2017, as filed with the SEC, (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, ii) liabilities 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 since December 31, 2017 in amounts consistent with past practice (including such liabilities contained in the Buyer Reports); (iii) liabilities that have been discharged or paid in full before the Effective Date; or (iv) liabilities or obligations incurred directly as a result of this Agreement, neither Buyer nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, or contingent or otherwise and whether due or to become due), and there is no existing condition, situation or set of circumstances that would reasonably be expected to result in such a liability that, either alone or when combined with all other liabilities of a type not described in clause (i) or (ii), has had, or would be reasonably likely expected to have have, a Material Adverse Effect. Since Effect with respect to Buyer. (c) Ernst and Young LLP, which has expressed its opinion with respect to the date financial statements of Buyer and its Subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements “independent” with respect to Buyer within the meaning of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results rules of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners applicable bank regulatory authorities and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse EffectPublic Company Accounting Oversight Board.

Appears in 1 contract

Samples: Merger Agreement (Independent Bank Corp)

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