Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) of the Disclosure Schedule includes (i) the unaudited combined balance sheet of the Company and its Subsidiaries as of March 31, 2024 (the “Latest Balance Sheet”), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (subject to the absence of footnotes or, in the case of unaudited statements, normal year-end adjustments). (b) The books of account and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis. (c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed in the Latest Balance Sheet, (ii) Liabilities incurred in the Ordinary Course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into in the Ordinary Course of Business. (d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections. (e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any. (f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Astrana Health, Inc.)
Financial Statements; Undisclosed Liabilities. (a) Attached to Section 3.5(a3.7(a) of the Company Disclosure Schedule includes are the true and complete copies of the (i) unaudited annual financial statements consisting of (A) the unaudited combined annual balance sheets of the Company as of December 31, 2013 (the “Most Recent Annual Financial Statements Date”) and December 31, 2012, and the related unaudited annual statements of income and cash flows for each of the fiscal years then ended (including in each case the notes or other supplementary information thereto) (collectively, the “Annual Financial Statements”) and (ii)(A) the unaudited balance sheet of the Company and its Subsidiaries as of March 31, 2024 (the “Latest Balance Sheet”)) as of October 31, 2014 (such date, the “Balance Sheet Date”) and (B) the related unaudited combined statement and consolidated statements of operations income and cash flows for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) ten month period then ended (such financial statements referred to in the foregoing clauses (i) “Unaudited Financial Statements,” and (ii)together with the Annual Financial Statements, the “Financial Statements”). Except as set forth on Section 3.5(a) All of the Disclosure Schedule, the Financial Statements were (ix) have been prepared from in accordance with GAAP applied by the books Company on a consistent basis throughout the periods covered (provided, however, that the Unaudited Financial Statements are subject to normal and records recurring year-end adjustments (which adjustments will not be material individually or in the aggregate)), (y) fairly present in all material respects the financial condition of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position as of the Company and its Subsidiaries as at the respective dates thereof therein indicated and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, therein specified and (iiiz) have been prepared from and are consistent and in accordance with GAAP applied on a consistent basis throughout the periods covered (subject to the absence of footnotes or, in the case of unaudited statements, normal year-end adjustments).
(b) The books of account and financial records of the Acquired Entities Company (which are true in turn accurate and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involvedcomplete). The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain Company maintains a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed in the Latest Balance Sheet, (ii) Liabilities incurred in the Ordinary Course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into in the Ordinary Course of Business.
(d) GAAP. The accounts receivable of the Acquired Entities are valid and enforceable claimsCompany has never had, and are subject to no set-nor does it currently have, any off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation balance sheet Liability of any Acquired Entitynature to, including uncashed checks to vendorsor any financial interest in, customers any third party or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Lawsentities.
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Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) Medley has provided to Buyer accurate and complete copies of the Disclosure Schedule includes Acquired Companies’ (i) the consolidated unaudited combined balance sheet of the Company and its Subsidiaries as of March 31June 30, 2024 2020, consolidated income statement for the nine-month period ended June 30, 2020, and schedule of investments as of June 30, 2020 (the “Latest Balance Sheet“ Interim Financial Statements ”), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined schedule of investments and consolidated audited balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined income statement of operations for the twelve (12) month period then fiscal year ended (such financial statements referred to in the foregoing clauses (i) and (ii)September 30, the “Financial Statements”)2019. Except as set forth on in Section 3.5(a) 4.5 of the Seller Disclosure Schedule, each of the foregoing financial statements (including in all cases the notes thereto, if any) (collectively, the “ Financial Statements were ”)
(i) have been prepared from in accordance with the books and records of the Company Acquired Companies (which are accurate and its Subsidiariescomplete in all material respects), (ii) fairly present, present in all material respectsrespects the Acquired Companies’ consolidated results of operations, the combined cash flows, changes in members’ equity and consolidated financial position of the Company and its Subsidiaries Acquired Companies for the respective fiscal periods or as at of the respective dates thereof therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered therebyamount), and (iii) have been prepared in accordance with GAAP applied GAAP. The Acquired Companies maintain, and have maintained for all periods reflected in the Financial Statements, proper and adequate internal accounting controls that provide assurance that (x) transactions are recorded as necessary to permit accurate preparation of its Financial Statements and to maintain accurate accountability for its assets; (y) the reporting of its assets is compared with existing assets at regular intervals; and (z) accounts, notes and other receivables and payables are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a consistent basis throughout current and timely basis. None of the periods covered Sellers, Acquired Companies or to Medley’s Knowledge, any Representative of an Acquired Company 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 an Acquired Company or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that an Acquired Company has engaged in questionable accounting or auditing practices. No independent public accountant of a Seller or an Acquired Company has resigned (subject or informed such party that it intends to the absence resign) or been dismissed as independent public accountants of footnotes ora Seller or an Acquired Company as a result of or in connection with any disagreements with either Seller or an Acquired Company on a matter of accounting principles or practices, in the case of unaudited statements, normal year-end adjustments)financial statement disclosure or auditing scope or procedure.
(b) The books of account and financial records of the No Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity Company has any Liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for (i) those Liabilities that would be required to be reflected on a balance sheet prepared or reserved against (in accordance with GAAP other than (iGAAP) Liabilities disclosed in the Latest Balance SheetInterim Financial Statements, (ii) Liabilities incurred in the Ordinary Course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into a commercially reasonable manner, and in the Ordinary Course ordinary course of Business.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claimsbusiness consistent with past practice, and are subject to no set-off or counterclaim. Since since the date of the Latest Balance SheetInterim Financial Statements, each Acquired Entity has collected its accounts receivable which are not, individually or in the Ordinary Course aggregate, in excess of Business $250,000, none of which results from, arises out of, or relates to any breach or violation of, or default under, a Contract or Applicable Law and has not accelerated any such collections.
(eiii) those funding obligations set forth in Section 3.5(e4.9(a) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Seller Disclosure Schedule. Notwithstanding the foregoing, there is no property or obligation of Acquired Company (i) has any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable Liability to any state Person with respect to any management fee or municipality under other accrued expense; (ii) is a party to any applicable escheatment or unclaimed property Laws.Contract that will be in effect immediately following the Closing, other than the Company Loan Documents, the Equity Governing Documents, and the Transaction Documents to which the Company is a party; 13
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Medley Capital Corp)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a7E(a) of the Company Disclosure Schedule includes Letter sets forth true and complete copies of the following financial statements: (i) the unaudited combined balance sheet of the Company and its Subsidiaries as of March 31, 2024 (the “Latest Balance Sheet”), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 20232020, December 31, 2022 2019 and December 31, 2021, 2018 and the related unaudited combined statement audited consolidated statements of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii)income, the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations stockholders’ equity and cash flows of the Company and its Subsidiaries for the respective periods covered therebyfiscal period then ended (the “Audited Financial Statements”), and (iiiii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2021 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the six-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements and the Pre-Closing Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared in accordance with GAAP applied on a consistent basis throughout (except as may be indicated in the periods covered (subject to the absence of footnotes ornotes thereto and subject, in the case of unaudited statementsthe Interim Financial Statements and the Pre-Closing Financial Statements, normal to the lack of footnote disclosure and changes resulting from year-end adjustments).
(b, the effects of each of which would not reasonably be expected, individually or in the aggregate, to be material) The books of account and financial records of the Acquired Entities are true and correct present fairly in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date financial position of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established Company and administered on a consistent basis.
(c) Except its Subsidiaries as set forth on Section 3.5(c) of the Disclosure Scheduledates referred to for such financial statements, no Acquired Entity has any Liabilities that would be required and the consolidated results of their operations for the periods referred to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed in the Latest Balance Sheettherein, and (ii) Liabilities incurred in are consistent with the Ordinary Course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into in the Ordinary Course of Business.
(d) The accounts receivable books and records of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collectionsCompany.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Samples: Purchase Agreement and Agreement and Plan of Merger (Evolent Health, Inc.)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aSchedule 3.07(a) of the Disclosure Schedule includes sets forth (i) the unaudited combined consolidating balance sheet and unaudited consolidating statement of income for the six months ended June 30, 2002, (ii) the unaudited consolidating balance sheets and unaudited consolidating statements of income of the Company and its consolidated subsidiaries (including the Company Subsidiaries) for the years ended December 31, 1999, 2000 and 2001, and (iii) the audited consolidated balance sheet of the Company and its Subsidiaries as of March consolidated subsidiaries (including the Company Subsidiaries) for the year ended December 31, 2024 2001, together with the notes to such audited balance sheet (the “Latest Balance Sheet”(i), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (iiiii), collectively, the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the The Financial Statements were have been prepared in conformity with GAAP (iexcept that the unaudited financial statements do not reflect year end adjustments and are not accompanied by footnotes) prepared from consistently applied during the books periods involved, except as otherwise disclosed in the notes thereto, and records present fairly in all material respects the financial condition and results of operations of the Company and its consolidated subsidiaries (including the Company Subsidiaries) as of the dates thereof and for the periods indicated.
(b) None of the Company or the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, (iiabsolute, contingent, unasserted or otherwise) fairly present, in all material respects, the combined financial position of a nature required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of (including the Company and its Subsidiaries for the respective periods covered thereby, and (iiiSubsidiaries) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (subject to the absence of footnotes or, or in the case of unaudited statements, normal year-end adjustments).
(b) The books of account and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than notes thereto except (i) Liabilities disclosed as disclosed, reflected or reserved against in the Latest audited consolidated balance sheet as of December 31, 2001 described in Section 3.07(a) and the notes thereto (the “Audited Balance Sheet”), (ii) Liabilities as disclosed on Schedule 3.07(b), (iii) for liabilities and obligations incurred in the Ordinary Course of Business after since the Latest Reference Balance Sheet Date and not in violation of this Agreement or (iii) executory obligations under any Contracts entered into in the Ordinary Course of Businessother Transaction Documents.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
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Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aThe financial statements of Acquiror (including any related notes and schedules thereto) included in the Acquiror 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 Disclosure Schedule includes (i) the unaudited combined balance sheet date of the Company and its Subsidiaries as of March 31, 2024 (the “Latest Balance Sheet”such subsequent filing), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, with all applicable accounting requirements and with the combined financial position published rules and regulations of the Company SEC (except, in the case of unaudited statements, (i) for normal adjustments and its Subsidiaries accruals necessary to provide a fair presentation for the periods presented and (ii) as at the respective dates thereof and the combined results of operations and cash flows permitted by Form 10-Q of the Company and its Subsidiaries for the respective periods covered therebySEC), and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (subject to the absence of footnotes orexcept as may be disclosed therein), and fairly present, in all material respects, the case consolidated financial position of unaudited statementsAcquiror and its Subsidiaries and the consolidated results of operations, normal year-end adjustments)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 in accordance with applicable legal and accounting requirements and reflect only actual transactions.
(b) The books Except for (i) those liabilities that are reflected or reserved for in the consolidated financial statements of account and financial records of Acquiror included in its Annual Report to Shareholders filed on Form 10-K for the Acquired Entities are true and correct fiscal year ended December 31, 2008, as filed with the SEC, or otherwise disclosed in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since Acquiror Reports filed subsequent to the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system filing of accounting established such annual financial statements and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of prior to the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed in the Latest Balance Sheet, date hereof or (ii) Liabilities liabilities incurred since December 31, 2008 in the Ordinary Course ordinary course of Business after the Latest Balance Sheet or (iii) executory obligations under business consistent with past practice, neither Acquiror nor any Contracts entered into in the Ordinary Course of Business.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity its Subsidiaries has collected its accounts receivable in the Ordinary Course of Business and has not accelerated incurred any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation material liability of any Acquired Entitynature whatsoever (whether absolute, including uncashed checks accrued or contingent or otherwise and whether due or to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Lawsbecome due).
Appears in 1 contract
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aAttached hereto as Schedule 2.6(a) of the Disclosure Schedule includes are (i) the unaudited combined audited consolidated balance sheets of the Company as of September 30, 2004 and September 30, 2003 and audited consolidated statements of income, changes in stockholders' equity and cash flow of the Company for the each of twelve-month periods then ended and (ii) the audited consolidated balance sheet of the Company and its Subsidiaries as of March 31June 30, 2024 2005 (the “Latest "Base Balance Sheet”), ") and the related unaudited combined statement audited consolidated statements of operations for the three (3) month period then ended, income and (ii) the unaudited combined balance sheet cash flow of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) nine-month period then ended (the "June 30 Income Statement"). All of such financial statements referred to in the foregoing clauses (i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout consistently during the periods covered thereby, and (subject to the absence of footnotes or, in the case of unaudited statements, normal year-end adjustments).
(bii) The books of account and financial records of the Acquired Entities are true complete and correct in all material respects and have been prepared present fairly in all material respects the financial condition of the Company and are maintained on a consistent basis throughout the period involved. The Acquired Entities have Subsidiary, at the dates of said statements and the results of its operations for the periods covered thereby, subject, in the case of unaudited financial statements, to normal and customary year end adjustments which, individually and in the aggregate, will not made any changes in their accounting practice since be material.
(b) As of the date of the Latest Base Balance Sheet. The Acquired Entities maintain a standard system , the Company and the Subsidiary had no material liabilities, 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 accounting established others, or liabilities for Taxes (as defined in Section 2.8) due or then accrued or to become due or contingent or potential liabilities relating to activities of the Company and administered the Subsidiary or the conduct of their business prior to the date of the Base Balance Sheet regardless of whether claims in respect thereof had been asserted as of such date), except liabilities stated or adequately reserved against on a consistent basisthe Base Balance Sheet (only to the extent of the amount provided for therein).
(c) Except as set forth on Section 3.5(c) As of the Disclosure Scheduledate hereof and as of the Closing Date, no Acquired Entity has the Company and the Subsidiary do not and will not have any Liabilities that would be material liabilities, 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 Company and the Subsidiary or the conduct of their business prior to the date hereof, regardless of whether claims in respect thereof had been asserted as of such date), whether or not of a type required to be reflected shown on a balance sheet prepared in accordance with GAAP other than GAAP, except liabilities (i) Liabilities disclosed in stated or adequately reserved against on the Latest Base Balance SheetSheet (only to the extent of the amount provided for therein), (ii) Liabilities incurred in the Ordinary Course ordinary course of Business business after the Latest Balance Sheet date of this Agreement to the extent permitted by this Agreement or (iii) executory obligations under any Contracts entered into as disclosed in Schedule 2.6(c) (only to the Ordinary Course extent of Businessthe amount provided for therein).
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(fSchedule 2.6(d) attached hereto to the extent of the Disclosure Scheduleamounts therein, there is as of the date hereof, the Company and the Subsidiary have no property or obligation of any Acquired Entityindebtedness for borrowed money (including without limitation, including uncashed checks obligations under leases required to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Lawsbe capitalized in accordance with GAAP).
Appears in 1 contract
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aSeller has furnished to Parent the audited balance sheet, together with related consolidated statements of income and cash flows, for the Companies as of and for the years ended December 31, 2006 and 2005 (the “Companies’ Annual Financial Statements”) of the Disclosure Schedule includes (i) and the unaudited combined balance sheet sheet, together with related consolidated statements of income and cash flows, for the Company and its Subsidiaries Companies as of and for the three-month period ended March 31, 2024 2007 (the “Latest Balance Sheet”)Companies’ Interim Financial Statements” and, and together with the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii)Companies’ Annual Financial Statements, the “Companies’ Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the The Companies’ Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, present in all material respectsrespects the financial position, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company Companies as of the respective dates thereof and its Subsidiaries for the respective periods covered therebystated. The Companies’ Financial Statements have been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except as otherwise noted therein or in the notes thereto (except that the Companies’ Interim Financial Statements do not contain footnotes and (iii) are subject to normal recurring year-end adjustments). The Companies’ Financial Statements have been prepared in accordance with GAAP applied on a the books and records of the Companies consistent basis throughout the periods covered (subject to the absence of footnotes or, in the case of unaudited statements, normal year-end adjustments)with past practice.
(b) The books of account and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed as reflected or adequately reserved against in the Latest Balance SheetCompanies’ Financial Statements, (ii) Liabilities for liabilities which have been incurred since March 31, 2007 in the Ordinary Course ordinary course of Business after the Latest Balance Sheet or business consistent with past practice and (iii) executory obligations under any Contracts entered into in the Ordinary Course of Business.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedulein Schedule 4.8(b), there is are no property liabilities or obligation of any Acquired Entityobligations, including uncashed checks secured or unsecured (whether absolute, accrued, contingent or otherwise), matured or unmatured that would reasonably be expected to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Lawshave a Material Adverse Effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (North American Insurance Leaders, Inc.)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) of The Company has --------------------------------------------- furnished to the Disclosure Schedule includes (i) the unaudited combined Purchaser its audited balance sheet of the Company and its Subsidiaries as of March 31, 2024 (the “Latest Balance Sheet”), 1998 and the related unaudited combined statement corresponding audited statements of operations income, cash flows and stockholders' equity for the three (3) month period fiscal year then ended, ended and (ii) the its unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 20231998 and the corresponding unaudited statements of income, cash flows and stockholders' equity for the nine months ended December 31, 2022 and December 311998 (collectively, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses "Financial Statements"). The Financial Statements (i) have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis throughout the periods indicated, (ii) are complete and correct in all material respects, and (ii), the “Financial Statements”). Except as set forth on Section 3.5(aiii) of the Disclosure Schedule, the Financial Statements were (i) prepared from are consistent with the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, present the combined consolidated financial position of the Company and its Subsidiaries as at of the respective dates thereof and the combined consolidated results of operations of its operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and then ended (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (subject to the absence of footnotes orsubject, in the case of unaudited quarterly statements, to normal recurring audit adjustments). The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of the Company or in the notes thereto, except (i) liabilities reflected in the consolidated unaudited balance sheet of the Company as of December 31, 1998 or the notes thereto (subject to ordinary year-end adjustments).
(b) The books of account , and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed in the Latest Balance Sheet, (ii) Liabilities liabilities incurred since December 31, 1998 in the Ordinary Course ordinary course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into in the Ordinary Course of Businessbusiness consistent with past practice.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) Seller has made available to Buyer true and complete copies of the Disclosure Schedule includes (i) the unaudited combined audited consolidated balance sheet of the Company and its Subsidiaries as of March December 31, 2024 (the “Latest Balance Sheet”), 2013 and the related unaudited combined audited consolidated statement of operations income and cash flows for the three (3) month period then endedyear ended December 31, 2013 and (ii) the unaudited combined consolidated balance sheet of the Company and its Subsidiaries Company, as of December 31April 30, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve 2014 (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii)collectively, the “Company Financial Statements”). Except as The Company Financial Statements are set forth on Section 3.5(a) in Schedule 3.6(a), are consistent with the Books and Records of the Disclosure ScheduleCompany, the Financial Statements were (i) have been prepared from the books in accordance with GAAP consistently applied, and records of the Company and its Subsidiaries, (ii) fairly present, present in all material respects, respects the combined financial position of the Company and its Subsidiaries as at the respective dates thereof condition and the combined results of operations and cash flows of the Company as of the dates thereof and the results of its Subsidiaries operations for the respective periods covered thereby.
(b) Seller has made available to Buyer the unaudited pro forma balance sheet and statement of income of the Marketing Company Group as of May 31, 2014 (collectively, the “Marketing Company Group Financial Statements” and (iii) together with the Company Financial Statements, the “Financial Statements”). The Marketing Company Group Financial Statements are set forth in Schedule 3.6(b), are consistent with the Books and Records of the Company, have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods covered (subject to the absence of footnotes or, in the case of unaudited statements, normal year-end adjustments).
(b) The books of account and financial records of the Acquired Entities are true and correct fairly presents in all material respects and the financial condition of the Marketing Company Group as of the date thereof, except that (i) no statement of cash flows, shareholders equity or comprehensive income have been prepared included and no footnotes have been included and (ii) certain pro forma adjustments have been made as are maintained noted on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basisMarketing Company Group Financial Statements.
(c) Except as set forth on Section 3.5(c) of the Disclosure ScheduleSchedule 3.6(c), no Acquired Entity has any Liabilities that would be required liability or obligation (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, is material to be reflected on a balance sheet prepared in accordance with GAAP the Marketing Company Group other than (i) Liabilities disclosed liabilities reflected or reserved against in the Latest Balance SheetFinancial Statements, (ii) Liabilities incurred liabilities or obligations that have arisen since December 31, 2013, in the Ordinary Course ordinary course of Business after business, none of which would reasonably be expected to have, individually or in the Latest Balance Sheet or aggregate, a Material Adverse Effect, (iii) executory liabilities or obligations under arising from the transactions and positions disclosed on the Initial Customer List or the Initial Position Report delivered to Buyer pursuant to this Agreement (or the updated Customer List or Position Report delivered pursuant to Section 5.16 prior to the Closing, as applicable), and incurred in accordance with the terms of the applicable underlying Contract, or (iv) liabilities or obligations incurred in accordance with the terms of this Agreement or any Contracts entered into in the Ordinary Course of BusinessMaterial Contract.
(d) The accounts receivable of the Except with respect to Seller Credit Support and expenses incurred under Affiliate Contracts which are reimbursed by, or otherwise passed through to, an Acquired Entities are valid Entity, Seller and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
Affiliates (e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of other than the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) do not maintain in their -21- respective financial Books and Records any material liability or expense reserves or similar financial accounts relating to the business of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property LawsMarketing Company Group.
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrys Energy Group, Inc.)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aSchedule 3.7(a) sets forth a true and correct copy of the Disclosure Schedule includes Financial Statements. The Financial Statements (i) the unaudited combined balance sheet of the Company and its Subsidiaries as of March 31, 2024 (the “Latest Balance Sheet”), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP applied on a consistent the basis throughout of accounting described in Notes 1 and 2 thereto and the books, records, and accounts of the Weight Watchers Classroom Business (as described in the Financial Statements) and (ii) present fairly in all material respects, the assets, liabilities and operating income before taxes and cash flows from operations of the Weight Watchers Classroom Business (as described in the Financial Statements) at the times and for the periods covered (subject thereby, as the case may be, in accordance with the basis described in Notes 1 and 2 to the absence of footnotes or, Financial Statements. Schedule 3.7(a) includes in the case of unaudited statementsthe Statements of Operating Income Before Income Taxes, normal year-end a description of all adjustments), and in the case of the Statements of Assets and Liabilities, a description of all categories of adjustments, in each case other than immaterial adjustments, necessary to conform the Financial Statements to financial statements prepared in accordance with GAAP.
(b) The books of account Companies have no liabilities (whether accrued, absolute, contingent or otherwise and financial records of the Acquired Entities are true and correct in all material respects and whether known or unknown) that would have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected in or reserved against on a balance sheet (or the notes thereto) for the Companies taken as a whole prepared in accordance with GAAP GAAP, other than (i) Liabilities disclosed liabilities reflected or reserved against (to the extent of the reserves therefor) in the Latest Balance Sheet1999 Combined Statements of Assets and Liabilities (including the notes thereto), (ii) Liabilities obligations incurred or arising in the Ordinary Course ordinary course of Business after business consistent in all material respects with past practice since April 24, 1999 which, individually or in the Latest Balance Sheet or aggregate, would not be likely to have a Material Adverse Effect, (iii) executory obligations under any Contracts entered into the liabilities set forth in Schedule 3.7(b), (iv) the Excluded Liabilities, and (v) other liabilities which, individually or in the Ordinary Course of Businessaggregate, would not be likely to have a Material Adverse Effect.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Samples: Recapitalization and Stock Purchase Agreement (Gutbusters Pty LTD)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) Copies of each of the Disclosure Schedule includes Companies’ (i) audited financial statements consisting of the unaudited combined balance sheet of the Company and its Subsidiaries as of March 31, 2024 (the “Latest Balance Sheet”), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet each of the Company and its Subsidiaries Companies as of December 31, 20232019 and the related statements of operations, members’ equity and cash flows for the year then ended (the “Audited Financial Statements”), (ii) unaudited financial statements consisting of the unaudited balance sheet of each of the Companies as of December 3131 in each of the years 2018 and 2017 and the related statements of operations, 2022 members’ equity and December 31cash flows for the year then ended (the “Unaudited Financial Statements”) and (iii) unaudited financial statements consisting of the unaudited balance sheet of each of the Companies as of September 30, 2021, 2020 and the related unaudited combined statement of operations income statements for the twelve (12) nine-month period then ended (such financial statements referred to in the foregoing clauses (i) “Interim Financial Statements” and (ii)together with the Audited Financial Statements and Unaudited Financial Statements, the “Financial Statements”)) have previously been delivered and/or made available to Buyer. Except as set forth on Section 3.5(a) of the Disclosure Schedule, the The Financial Statements were (i) prepared from the books have been derived from, and records of the Company and its Subsidiaries, (ii) fairly presentare consistent, in all material respects, with, the combined financial position books and records of each of the Company Members and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (subject to the absence of footnotes orperiod involved, subject, in the case of unaudited statementsthe Interim Financial Statements, to normal and recurring year-end adjustmentsadjustments (none of which would be material, individually or in the aggregate) and the absence of notes (that, if presented, would not differ materially from those included in the Audited Financial Statements), and, on that basis, present fairly, in all material respects, the financial condition of each of the Company Members as of the respective dates they were prepared and the results of the operations of each of the Company Members for the periods indicated. No financial statements of any Person other than the Company Members are required by GAAP to be included or reflected in any of the foregoing financial statements. Each of the Companies have also delivered to Buyer true, correct and complete copies of all letters from each of the Companies’ auditors to the respective Companies’ board of managers or audit committee during the 12 months prior to the date of this Agreement, together with true, correct and complete copies of all responses thereto.
(b) The books of account and financial records of the Acquired Entities are true and correct in all material respects and Company Members have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Scheduleno Liabilities, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than except: (i) Liabilities disclosed in those which are adequately reflected or reserved against on the Latest Audited Balance SheetSheet as of December 31, 2019 (the “Audited Balance Sheet Date”), (ii) Liabilities those which have been incurred in the Ordinary Course of Business after since the Latest Audited Balance Sheet Date (none of which relate to breach of contract, breach of warranty, tort, infringement, violation of or Liability under any Law or any Action, none of which are material individually or in the aggregate, and all of which will be included in the calculation of Closing Working Capital), and (iii) executory obligations under any Contracts entered into those incurred since the Audited Balance Sheet Date that are not, reasonably expected to involve, individually or in the Ordinary Course aggregate, an amount greater than $15,000 to the Company Members, taken as a whole. The Company Members do not maintain any “off-balance sheet” arrangement within the meaning of Business.
(dItem 303(a)(4)(ii) The accounts receivable of Regulation S-K of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collectionsSEC.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aThe RIH Balance Sheet has been prepared in accordance with GAAP consistently applied (except that the RIH Balance Sheet does not contain notes and does not include normal year-end accruals) and presents fairly in all material respects the financial position of RIH at the date thereof.
(b) The New Pier Balance Sheet has been prepared in accordance with GAAP consistently applied (except that the New Pier Balance Sheet does not contain notes and does not include normal year-end accruals) and presents fairly in all material respects the financial position of New Pier at the date thereof.
(c) Set forth on Schedule 4.7 are copies of the Disclosure Schedule includes (i) unaudited statements of operations of RIH for the unaudited combined balance sheet of the Company and its Subsidiaries as of March 31six months ended June 30, 2024 (the “Latest Balance Sheet”)2000, and the related unaudited combined statement audited statements of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of fiscal years ended December 31, 20231998 and 1999 (collectively, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses "Financial Statements"). The
(i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout (except that the periods covered (subject to unaudited Financial Statements as of June 30, 2000 and for the absence of footnotes or, in the case of unaudited statements, six months then ended do not contain notes and do not include normal year-end adjustmentsaccruals).
; (bii) The books of account and financial records of the Acquired Entities are true and correct present fairly in all material respects the results of operations of RIH for the periods then ended; and (iii) are in accordance with the books and records of RIH which have been prepared and are maintained on in a manner consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basiswith historical practice.
(cd) Except as set forth on Section 3.5(c) in the Filed SEC Documents, and except for liabilities and obligations incurred since September 30, 2000 in the ordinary course of the Disclosure Schedulebusiness consistent with past practice, no Acquired Entity neither RIH nor New Pier has any Liabilities that would be liabilities or obligations of any nature (whether accrued, absolute or contingent) required by GAAP to be reflected recognized or disclosed on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed of RIH or New Pier or in the Latest Balance Sheet, (ii) Liabilities incurred in the Ordinary Course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into in the Ordinary Course of Businessnotes thereto.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aThe financial statements of PSB (including any related notes and schedules thereto) included or incorporated by reference in the PSB 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 Disclosure Schedule includes (i) date of such subsequent filing), with all applicable accounting requirements and with the unaudited combined balance sheet published rules and regulations of the Company and its Subsidiaries SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of March 31, 2024 (the “Latest Balance Sheet”SEC), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods covered involved (subject to except as may be disclosed therein), and fairly present the absence consolidated financial position of footnotes orPSB and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the case dates and for the periods shown, and have been derived from the accounting books and records of unaudited statements, normal year-end adjustments)PSB and its Subsidiaries.
(b) The books of account and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than for: (i) Liabilities disclosed those liabilities that are fully reflected or reserved for in the Latest Balance Sheetconsolidated financial statements of PSB included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2006, as filed with the SEC, or (ii) Liabilities liabilities incurred since June 30, 2006, in the Ordinary Course ordinary course of Business after the Latest Balance Sheet or (iii) executory obligations under business consistent with past practice, neither PSB nor any Contracts entered into in the Ordinary Course of Business.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claimsits Subsidiaries since June 30, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet2006, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated incurred any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation liability of any Acquired Entitynature whatsoever (whether absolute, including uncashed checks accrued or contingent or otherwise and whether due or to vendorsbecome due), customers other than pursuant to or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Lawsas contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (PSB Bancorp Inc)
Financial Statements; Undisclosed Liabilities. (a) Attached to Section 3.5(a2.6(a) of the Company Disclosure Schedule includes are (i) the unaudited combined balance sheet of the Company and its Subsidiaries as of March December 31, 2024 (the “Latest Balance Sheet”), 2016 and 2017 and the related unaudited combined statement statements of operations for the three years then ended (3the “Annual Financial Statements”) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December January 31, 2023, December 31, 2022 2018 and December 31, 2021, and the related unaudited combined statement statements of operations for the twelve one (121) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii)“Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the The Financial Statements were (i) have been prepared from in accordance with the books and records of the Company Company, and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at of the respective dates thereof indicated and the combined results of the operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) then ended. The Financial Statements have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (indicated, except that the Financial Statements do not include footnote disclosures and are subject to the absence of footnotes or, in the case of unaudited statements, normal and recurring year-end adjustments).
(b) The books of account and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on in Section 3.5(c2.6(b) of the Company Disclosure Schedule, the Company has no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than Liabilities, except (i) Liabilities reflected, reserved for or disclosed in the Latest Balance Sheetmost recent balance sheet included in the Financial Statements, (ii) Liabilities incurred or accrued in the Ordinary Course of Business after since the Latest Balance Sheet or date of such balance sheet, and (iii) executory obligations under any Contracts entered into Liabilities incurred in connection with the Ordinary Course of BusinessTransactions.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Amn Healthcare Services Inc)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) of the Disclosure Schedule includes (i) the The unaudited combined balance sheet of the Company and its Subsidiaries as of March 31June 30, 2024 (the “Latest Balance Sheet”), 2008 and the related unaudited combined statement statements of operations income and cash flows of Holdings for the three (3) three-month period then endedand six-month periods ended as of such dates, and (ii) copies of which in each case were furnished or made available to the unaudited combined balance sheet Purchaser prior to the date hereof, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries as subsidiaries at the date of December 31, 2023, December 31, 2022 and December 31, 2021, said financial statements and the related unaudited combined statement consolidated results of operations for the twelve (12) month period then ended (such covered thereby. All of the foregoing historical financial statements referred to in the foregoing clauses (i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods covered (subject except to the absence of footnotes or, extent provided in the case of unaudited statementsnotes to said financial statements and subject, to normal year-end adjustments)audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes.
(b) The books of account Except as fully disclosed in the financial statements previously delivered to the Purchaser, and financial records except for the Indebtedness incurred under the Agreement and the Loan Agreement, there are as of the Acquired Entities are true date hereof no liabilities or obligations with respect to the Company or any of its subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and correct whether or not due) which, either individually or in all the aggregate, could reasonably be expected to be material respects and have been prepared and are maintained to the Company or any of its subsidiaries. Except as set forth on a consistent basis throughout Schedule 5.07 to the period involved. The Acquired Entities have not made any changes in their accounting practice since Loan Agreement, as of the date hereof, neither the Company nor any of its subsidiaries knows of any basis for the Latest Balance Sheet. The Acquired Entities maintain a standard system assertion against it of accounting established and administered on a consistent basisany 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, either individually or in the aggregate, could reasonably be expected to be material to the Company or any of its subsidiaries.
(c) Except as set forth on Section 3.5(c) of After giving effect to the Disclosure Scheduletransaction contemplated hereby, no Acquired Entity nothing has any Liabilities occurred that would has had, or could reasonably be required expected to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed have, either individually or in the Latest Balance Sheetaggregate, (ii) Liabilities incurred in the Ordinary Course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into in the Ordinary Course of Businessa Material Adverse Effect.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Samples: Securities Purchase Agreement (Plainfield Asset Management LLC)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) The Company delivered to the Parent true and correct copies of the Disclosure Schedule includes (i) the unaudited combined audited consolidated balance sheet of the Company and its Subsidiaries as of March December 31, 2024 2010, and December 31, 2009, and audited consolidated statements of income, changes in stockholders’ equity and cash flow of the Company for each of the twelve-month periods then ended (the “Latest Balance SheetAudited Financial Statements”), and the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined consolidated balance sheet of the Company and its Subsidiaries as of December 31April 30, 2023, December 31, 2022 2011 and December 31, 2021, unaudited consolidated statements of income and cash flow of the related unaudited combined statement of operations Company for the twelve (12) four-month period then ended (such financial statements referred to in the foregoing clauses (i) “Interim Financial Statements,” and (ii)collectively with the Audited Financial Statements, the “Company Financial Statements”). Except as set forth on in Section 3.5(a3.06(a) of the Company Disclosure ScheduleLetter, the Company Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP (except as may be indicated in the related notes and schedules) applied on a consistent basis throughout consistently during the periods covered thereby, and (subject to ii) present fairly in all material respects the absence financial condition of footnotes orthe Company and its Subsidiaries at the dates of said statements and the results of the Company’s operations for the periods covered thereby, in each case in accordance with GAAP consistently applied (except as expressly noted therein and subject, in the case of unaudited statementsInterim Financial Statements, to normal year-and customary year end adjustmentsadjustments and the absence of notes thereto).
(b) The books Neither the Company nor any of account and financial records its Subsidiaries had as of the Acquired Entities are true date of the Interim Financial Statements, and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have has not made any changes in their accounting practice incurred since the date of the Latest Balance Sheet. The Acquired Entities maintain Interim Financial Statements, any material liabilities, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (including 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) of a standard system of accounting established and administered type required to be shown on a consistent basisbalance sheet prepared in accordance with GAAP, except such liabilities (i) stated or adequately reserved against on the Interim Financial Statements (and then only to the extent of the amount provided for therein) (ii) incurred in the ordinary course of business since the date of the Interim Financial Statements, (iii) as disclosed in Section 3.06(b) of the Company Disclosure Letter, (iv) relating to the Transaction Expenses or (v) which have been discharged or paid in full prior to the date hereof.
(c) Except as set forth on in Section 3.5(c3.06(c) of the Company Disclosure ScheduleLetter, no Acquired Entity as of the date hereof, neither the Company nor any of its Subsidiaries has any Liabilities that would be indebtedness for borrowed money (including obligations under leases required to be reflected on a balance sheet prepared capitalized in accordance with GAAP other than (i) Liabilities disclosed in the Latest Balance Sheet, (ii) Liabilities incurred in the Ordinary Course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into in the Ordinary Course of BusinessGAAP).
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Samples: Merger Agreement (TUTOR PERINI Corp)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aSchedule 2.4 contains (a) a true and complete copy of the Disclosure Schedule includes (i) the each Company’s unaudited combined consolidated balance sheet as of December 31, 2018 and consolidated income statements for the Company twelve months then ended (collectively, the “Annual Financial Statements”) and its Subsidiaries (b) a true and complete copy of each Company’s unaudited consolidated balance sheet as of March 31, 2024 2019 and consolidated income statement for the three months then ended (the “Latest Balance SheetInterim Financial Statements”), and together with the related unaudited combined statement of operations for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii)Annual Financial Statements, the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the The Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP in effect at the time of such preparation (except for the absence of footnotes in the case of the Interim Financial Statements or as disclosed in the notes thereto in the case of the Annual Financial Statements), applied on a consistent basis throughout the periods involved and fairly present in all material respects the consolidated financial position and results of operations of each applicable Company as of such date and for the respective periods covered (thereby, subject to the absence of footnotes or, normal period-end adjustments that are not material in amount or effect in the case of unaudited statementsthe Interim Financial Statements. The Financial Statements were prepared from, normal year-end adjustments)and in accordance with, books and records of the applicable Company that have been maintained in material compliance with applicable legal and accounting requirements and reasonable business practices. Since May 1, 2016, no Company has been required to report any significant deficiency or material weakness in such Company’s accounting system with respect to the reporting of gaming revenues to Gaming Authorities.
(b) The books of account and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity No Company has any Liabilities that would be Liabilities, whether or not accrued or unaccrued or contingent, required to be reflected reflected, or reserved against, on a balance sheet prepared in accordance with GAAP other than Liabilities (i) Liabilities disclosed reflected, or reserved against, on the balance sheet included in the Latest Balance SheetInterim Financial Statements, (ii) Liabilities incurred in the Ordinary Course of Business after the Latest Balance Sheet or date of the Interim Financial Statements, (iii) executory obligations under any Contracts entered into incurred in connection with the transactions contemplated hereby or (iv) that, individually or in the Ordinary Course of Businessaggregate, would not be material to the Companies taken as a whole.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collections.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Samples: Equity Purchase Agreement (Twin River Worldwide Holdings, Inc.)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aSchedule 3.5(a) sets forth the true, complete and correct copies of the Disclosure Schedule includes following financial statements: (ia) the unaudited combined audited consolidated balance sheet of the Company and its Subsidiaries as of March each of December 31, 2024 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 combined statement consolidated statements of operations income, stockholders’ equity and cash flows of the Company Entities for the three (3) 12-month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedulein Schedule 3.5(a), the Financial Statements were foregoing financial statements (iincluding the notes thereto, if any) have been prepared from and are consistent with the books and records of the Company Entities and its Subsidiaries, (ii) fairly presentpresent fairly, in all material respects, the combined consolidated financial position of the Company and its Subsidiaries Entities as at of the respective dates thereof referred to for such financial statements and the combined consolidated results of their operations and their cash flows of the Company and its Subsidiaries for the respective periods covered therebyreferred to therein, and (iii) have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods covered thereby (subject to except as may be indicated in the absence of footnotes ornotes 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 Latest Balance Sheet, to normal and recurring year-end adjustments, the effect of which would not, individually or in the aggregate, be material to the Company Entities, taken as a whole).
(b) The books of account and financial records 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 Acquired Entities are true 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 correct adequately reserved against in all material respects and the Latest Balance Sheet or specifically disclosed in the notes thereto, (ii) Liabilities in respect of trade or business obligations that have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice arisen since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basis.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed Sheet in the Latest Balance Sheet, (ii) Liabilities incurred in the Ordinary Course ordinary course of Business after the Latest Balance Sheet business or (iii) under executory obligations under any Contracts contracts entered into in the Ordinary Course ordinary course of Business.
business (dother than as a result of any breach or default thereunder) The accounts receivable and (iii) Liabilities disclosed on another section of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaimSchedules. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable Except as shall be taken into account in the Ordinary Course of Business and has not accelerated any such collections.
Closing Statement (e) as finally determined in accordance with Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule1.12), there is no property Indebtedness or obligation Unpaid Sellers’ Transaction Expenses of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Lawsthe Company Entities as of the Adjustment Calculation Time.
Appears in 1 contract
Samples: Merger Agreement (Charles River Laboratories International, Inc.)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) BioSpin U.S. has furnished BRKR true and complete copies of the Disclosure Schedule includes (i) audited combined balance sheet and the related audited combined statements of income, shareholders’ equity and cash flows of the Subject Companies as of and for each of the fiscal years ended as of December 31, 2005 and 2006, the related opinion of E&Y, the independent accountants of the Subject Companies, and the unaudited combined balance sheet of the Company and its Subsidiaries as of March 31, 2024 (the “Latest Balance Sheet”), and the related unaudited combined statement statements of operations income, shareholders’ equity and cash flows of the Subject Companies as of and for the three nine months ended September 30, 2007 and 2006 (3) month period then endedcollectively, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and together with the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii)notes thereto, the “Financial Statements”). Except as set forth on Section 3.5(a.
(b) of the Disclosure Schedule, the The Financial Statements were (i) prepared from the books and records of the Company and its Subsidiaries, (ii) fairly present, present in all material respects, respects the combined financial position and the results of operations of the Company and its Subsidiaries Subject Companies as at of the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) then ended. The Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during the periods covered (subject to the absence of footnotes orinvolved, except as otherwise noted therein or in the case of unaudited statements, normal year-end adjustments).
(b) notes thereto. The Financial Statements have been prepared in accordance with the books of account and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a Subject Companies consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basiswith past practice.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed as reflected or adequately reserved against in the Latest Balance Sheet, Financial Statements and (ii) Liabilities liabilities which have been incurred in the Ordinary Course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into since December 31, 2006 in the Ordinary Course of Business.
, there are no liabilities or obligations, secured or unsecured (d) The accounts receivable whether absolute, accrued, contingent or otherwise), matured or unmatured that are, or would reasonably be expected to be, material to the Subject Companies or that would materially delay the consummation of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collectionstransactions contemplated by this U.S. SPA.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) The Company has made available to Longview a true and complete copy of the Disclosure Schedule includes (i) the unaudited combined audited consolidated balance sheet sheets of the Company and its Subsidiaries Group Companies as of March December 31, 2024 2018 and December 31, 2019, and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended, (ii) the unaudited consolidated balance sheets of the Group Companies as of June 30, 2020, and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the nine-month period then ended, (iii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended and (iv) the unaudited consolidated balance sheets of the Group Companies as of September 30, 2020 (the “Latest Balance Sheet”), and the related unaudited combined statement consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) nine-month period then ended (such financial statements referred to in the foregoing clauses (i), (ii), (iii) and (ii)iv) are collectively, the “Financial Statements”). Except , each of which are attached as set forth on Section 3.5(a3.4(a) of the Company Disclosure Schedule, Schedules. Each of the Financial Statements were (iincluding the notes thereto) prepared from the books and records of the Company and its Subsidiaries, (iiA) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered indicated (subject to except as may be indicated in the absence notes thereto), (B) fairly presents, in all material respects, the financial position, results of footnotes oroperations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) in the case of unaudited statementsthe Financial Statements included in clauses (iii) and (iv) only, normal yearwere prepared in accordance with the standards of the PCAOB, and comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-end adjustmentsX or Regulation S-K, as applicable).
(b) The books of account and financial records audited consolidated balance sheets of the Acquired Entities are true Group Companies as of December 31, 2018 and correct December 31, 2019, and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in all material respects and have been accordance with Section 5.17, (i) will be prepared and are maintained in accordance with GAAP applied on a consistent basis throughout the period involved. The Acquired Entities have not made any changes periods indicated (except as may be indicated in their accounting practice since the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will be audited in accordance with the standards of the Latest Balance Sheet. The Acquired Entities maintain a standard system PCAOB and will contain an unqualified report of the Company’s auditors, and (iv) will comply in all material respects with the applicable accounting established requirements and administered on a consistent basiswith the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(c) Except (i) as set forth on Section 3.5(c) the face of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed in the Latest Balance Sheet, (ii) for Liabilities incurred in the Ordinary Course ordinary course of Business after business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) executory obligations under for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Contracts entered into 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 be expected to be, individually or in the Ordinary Course aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of Businessthe type required to be set forth on a balance sheet in accordance with GAAP.
(d) The accounts receivable 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, for all periods covered by the Financial Statements, have maintained books and records of the Acquired Entities Group Companies in the ordinary course of business that are valid accurate and enforceable claimscomplete and reflect the revenues, expenses, assets and are subject to no set-off or counterclaim. Since the date liabilities of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable Group Companies in the Ordinary Course of Business and has not accelerated any such collectionsall material respects.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on in Section 3.5(f3.4(e) of the Company Disclosure Schedule, since the incorporation of the Company, no Group Company has received any written complaint, allegation, assertion or claim that there is no property (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or obligation of any Acquired Entity(iii) fraud, including uncashed checks to vendors, customers whether or employees, non-refunded overpayments or creditsnot material, that is escheatable involves management or payable to any state or municipality under any applicable escheatment or unclaimed property Lawsother employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.
Appears in 1 contract
Samples: Business Combination Agreement (Longview Acquisition Corp.)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(a) The Company has made available to Dragoneer a true and complete copy of the Disclosure Schedule includes (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2018 and December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for each of the periods then ended and (ii) the unaudited combined consolidated balance sheet of the Company and its Subsidiaries Group Companies as of March December 31, 2024 2020 (the “Latest Balance Sheet”), ) and the related unaudited combined statement consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses (i) and (ii), collectively, the “Financial Statements”). Except , each of which is attached as set forth on Section 3.5(a3.4(a) of the Company Disclosure Schedule, Schedules. Each of the Financial Statements were (iincluding the notes thereto) prepared from the books and records of the Company and its Subsidiaries, (iiA) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered indicated (subject to except as may be indicated in the absence of footnotes ornotes thereto) and (B) fairly presents, in all material respects, the case financial position, results of unaudited statementsoperations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, normal year-end adjustments)except as otherwise specifically noted therein.
(b) The books of account and financial records audited consolidated balance sheet of the Acquired Entities are true Group Companies as of December 31, 2020 and correct the related audited consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows of the Group Companies for the period then ended (the “Closing Company Financial Statements”), when delivered following the date of this Agreement in all material respects and have been accordance with Section 5.17, (i) will be prepared and are maintained in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period involvedindicated therein, except as otherwise specifically noted therein, (iii) will be audited in accordance with the standards of the PCAOB and contain an unqualified report of the Company’s auditors and (iv) will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable). The Acquired Entities Except as would not have not made any changes a Company Material Adverse Effect, the financial position, results of operations and cash flows of the Group Companies presented in their accounting practice since the Closing Company Financial Statements, when delivered following the date of this Agreement in accordance with Section 5.17, will be consistent with the Latest Balance Sheet. The Acquired Entities maintain a standard system financial position, results of accounting established operations and administered on a consistent basiscash flows of the Group Companies presented in the unaudited Financial Statements as of and for the period ended December 31, 2020 made available to Dragoneer pursuant to Section 3.4(a)(ii), excluding, for the avoidance of doubt, differences in the footnote presentation to account for an audit in accordance with PCAOB standards.
(c) Except (i) as set forth on Section 3.5(c) the face of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed in the Latest Balance Sheet, (ii) for Liabilities incurred in the Ordinary Course ordinary course of Business after business since the date of the Latest Balance Sheet (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), (iii) executory obligations under for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Contracts entered into 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 be expected to be, individually or in the Ordinary Course aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities of Businessthe type required to be set forth on a balance sheet in accordance with GAAP.
(d) The accounts receivable 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, for all periods covered by the Financial Statements, have maintained books and records of the Acquired Entities Group Companies in the ordinary course of business that are valid accurate and enforceable claimscomplete and reflect the revenues, expenses, assets and are subject to no set-off or counterclaim. Since the date liabilities of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable Group Companies in the Ordinary Course of Business and has not accelerated any such collectionsall material respects.
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on in Section 3.5(f3.4(e) of the Company Disclosure Schedule, since the incorporation of the Company, no Group Company has determined or otherwise received any written complaint, allegation, assertion or claim that there is no property (i) “significant deficiency” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge, (ii) a “material weakness” in the internal controls over financial reporting of the Group Companies to the Company’s knowledge or obligation of any Acquired Entity(iii) fraud, including uncashed checks to vendors, customers whether or employees, non-refunded overpayments or creditsnot material, that is escheatable involves management or payable to any state or municipality under any applicable escheatment or unclaimed property Lawsother employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.
Appears in 1 contract
Samples: Business Combination Agreement (Dragoneer Growth Opportunities Corp.)
Financial Statements; Undisclosed Liabilities. (a) Section 3.5(aSchedule 3.07(a) of the Disclosure Schedule includes sets forth (i) the unaudited combined audited statements of operations, changes in equity and cash flows of the Company for the year ended December 31, 2013 (together with the notes thereto, the “2013 Financial Statements”); (ii) the audited balance sheet of the Company as of December 31, 2014 and its Subsidiaries the related audited statements of operations, changes in equity and cash flows for the year then ended (together with the notes thereto, the “2014 Financial Statements”); (iii) the audited balance sheet of the Company as of December 31, 2015 and the related audited statements of operations, changes in equity and cash flows for the year then ended (together with the notes thereto, the “2015 Financial Statements”); and (iv) the unaudited balance sheet of the Company as of March 31, 2024 (the “Latest Balance Sheet”), 2016 and the related unaudited combined statement statements of operations and cash flows for the three (3) month period then ended, and (ii) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) three-month period then ended (such financial statements referred to in the foregoing clauses (i) “2016 Interim Financial Statements”, and, together with the 2013 Financial Statements, the 2014 Financial Statements and (ii)the 2015 Financial Statements, collectively, the “Financial Statements”). Except .
(b) The Financial Statements have been prepared in accordance with GAAP, applied on a consistent basis during the periods covered thereby (except as set forth on Section 3.5(a) may be indicated in the notes thereto and subject, in the case of the Disclosure Schedule2016 Interim Financial Statements, the to normal audit adjustments that would be made in connection with an audit). The Financial Statements were (i) present fairly in all material respects the financial condition and results of operations of the Company and the Business as of the dates thereof and for the periods covered thereby. The Financial Statements have been prepared on the basis of information derived from the books and records of the Company, which are maintained in the ordinary course of business. The Company has established and its Subsidiariesmaintains systems of internal accounting controls that are designed to provide reasonable assurances that all transactions are recorded as necessary to permit the preparation of proper and accurate financial statements in accordance with GAAP. Since January 1, (ii) fairly present2014, in all neither Seller nor the Company nor, to the knowledge of Seller, any auditor, accountant or representative of the foregoing has received any unresolved material respectswritten complaint, allegation or assertion of a problem or claim regarding the combined financial position accounting or auditing practices, procedures, methodologies or methods of the Company and its Subsidiaries as at or the respective dates thereof and Company’s accounting controls. To the combined results knowledge of Seller, there are no material weaknesses or significant deficiencies in the design or operations and cash flows of the Company and its Subsidiaries for internal controls utilized by the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (subject to the absence of footnotes or, in the case of unaudited statements, normal year-end adjustments).
(b) The books of account and financial records of the Acquired Entities are true and correct in all material respects and have been prepared and are maintained on a consistent basis throughout the period involved. The Acquired Entities have not made any changes in their accounting practice since the date of the Latest Balance Sheet. The Acquired Entities maintain a standard system of accounting established and administered on a consistent basisCompany.
(c) Except as set forth on Section 3.5(c) The Company has no liabilities of the Disclosure Schedule, no Acquired Entity has any Liabilities a type that would be required to be reflected on a balance sheet of the Company prepared in accordance with GAAP GAAP, other than liabilities (i) Liabilities disclosed reflected or reserved against on the balance sheet included in the Latest Balance Sheet2016 Interim Financial Statements (including the notes thereto), (ii) Liabilities incurred after the date of the balance sheet included in the Ordinary Course 2016 Interim Financial Statements in the ordinary course of Business after the Latest Balance Sheet business consistent with past practice (but excluding Liabilities arising out of a breach of, or default under, any Contract, breach of warranty, tort or infringement claim or lawsuit), (iii) executory obligations under any Contracts entered into contemplated by or incurred in connection with this Agreement, the other Transaction Documents or the Transactions, (iv) that are Excluded Liabilities and (v) that would not, individually or in the Ordinary Course of aggregate, be material to the Business.
(d) The accounts receivable Company is not a party to any material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the Acquired Entities are valid United States Securities and enforceable claims, and are subject to no set-off or counterclaim. Since the date of the Latest Balance Sheet, each Acquired Entity has collected its accounts receivable in the Ordinary Course of Business and has not accelerated any such collectionsExchange Commission).
(e) Section 3.5(e) of the Disclosure Schedule lists all Indebtedness for borrowed money of the Acquired Entities, if any.
(f) Except as set forth on Section 3.5(f) of the Disclosure Schedule, there is no property or obligation of any Acquired Entity, including uncashed checks to vendors, customers or employees, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Laws.
Appears in 1 contract
Financial Statements; Undisclosed Liabilities. (a) Attached hereto as Section 3.5(a3.4(a) of the Disclosure Schedule includes Seller Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):
(i) the audited combined balance sheets of the Audit Group Companies as of December 31, 2017, December 31, 2016 and December 31, 2015, and the related combined statements of operations, comprehensive income, equity and cash flows of the Audit Group Companies for the fiscal years then ended (the “Audited Financials”); and
(ii) unaudited combined balance sheet of the Company and its Subsidiaries Group Companies as of March 31June 30, 2024 2018 (the “Latest Balance Sheet”), and the related unaudited combined statement statements of operations income and cash flows for the three (3) six-month period then ended, and .
(iib) the unaudited combined balance sheet of the Company and its Subsidiaries as of December 31, 2023, December 31, 2022 and December 31, 2021, and the related unaudited combined statement of operations for the twelve (12) month period then ended (such financial statements referred to in the foregoing clauses The Financial Statements (i) and (ii), the “Financial Statements”). Except as set forth on Section 3.5(a) of the Disclosure Schedule, the Financial Statements were (i) have been prepared from the books and records of the Company and its SubsidiariesGroup Companies, (ii) fairly present, in all material respects, the combined financial position of the Company and its Subsidiaries as at the respective dates thereof and the combined results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered thereby, and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (subject to thereby, except as may be indicated in the absence of footnotes ornotes thereto and subject, in the case of unaudited statementsFinancial Statements, to the absence of footnotes and normal year-end adjustments).
, none of which are material and (biii) The books of account and financial records of the Acquired Entities are true and correct fairly present, in all material respects and have been prepared and are maintained on a consistent basis throughout respects, the period involved. The Acquired Entities have not made any changes in their accounting practice since the date consolidated financial position of the Latest Balance Sheet. The Acquired Entities maintain a standard system Group Companies (including the Transferred Assets and Assumed Liabilities) as of accounting established the dates thereof and administered on a consistent basistheir consolidated results of operations for the periods then ended, subject, in the case of unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments.
(c) Except as set forth on Section 3.5(c) of the Disclosure Schedule, no Acquired Entity has any Liabilities that would be required to be reflected on a balance sheet prepared in accordance with GAAP other than (i) Liabilities disclosed in as reflected on or reserved against on the Latest Balance Sheet, (ii) for Liabilities incurred in the Ordinary Course ordinary course of Business after the Latest Balance Sheet or (iii) executory obligations under any Contracts entered into in the Ordinary Course of Business.
(d) The accounts receivable of the Acquired Entities are valid and enforceable claims, and are subject to no set-off or counterclaim. Since business since the date of the Latest Balance SheetSheet (none of which is a Liability for breach of contract, each Acquired Entity has collected its accounts receivable breach of warranty, tort, infringement or violation of Law), (iii) for Liabilities incurred in connection with the transactions contemplated by this Agreement, and (iv) for Liabilities that are not, individually or in the Ordinary Course aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities that would be required by GAAP to be reflected on the consolidated financial statements of Business the Group Companies (or in the notes thereto). No Group Company is a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).
(d) Each Group Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Group Companies’ assets. Since January 1, 2015, no Group Company has received any written complaint, allegation, assertion or claim that there is (x) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (y) a “material weakness” in the internal controls over financial Table of Contents reporting of the Group Companies or (z) fraud, whether or not accelerated any such collectionsmaterial, that involves management or other employees of the Group Companies who have a significant role in the internal controls over financial reporting of the Group Companies.
(e) Section 3.5(e3.4(e) of the Disclosure Schedule lists Seller Schedules sets forth a list of all Indebtedness for borrowed money of the Acquired EntitiesGroup Companies as of the date hereof of the type described in clauses (i), if any.
(fii), (iv), (vi) Except as set forth on Section 3.5(for (to the extent related to the foregoing clauses) (x) of the Disclosure Schedule, there is no property or obligation definition of any Acquired Entity“Indebtedness”, including uncashed checks to vendorsthe principal amount of such Indebtedness, customers or employeesthe outstanding balance as of the date of this Agreement, non-refunded overpayments or credits, that is escheatable or payable to any state or municipality under any applicable escheatment or unclaimed property Lawsand the debtor and the creditor thereof.
Appears in 1 contract
Samples: Business Combination Agreement (Haymaker Acquisition Corp.)
