Financial Statements. (a) The Company has made available to Spartan true and complete copies of (i) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein. (b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole. (c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect. (d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof. (e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Business Combination Agreement (Spartan Acquisition Corp. III)
Financial Statements. (a) The Company has made available to Spartan true books of account of Buyer and its Subsidiaries are correct and complete copies in all material respects and fairly present their income, expenses, assets and liabilities in accordance with United States generally accepted accounting principles consistently applied. The audited consolidated financial statements of Buyer and its consolidated Subsidiaries, if any, for each of the years in the three year period ended December 31, 1997, together with the reports and opinions thereon of KPMG Peat Marwick, Certified Public Accountants (i) United States), and the unaudited consolidated balance sheets financial statements of Buyer and its consolidated Subsidiaries, if any, for the six months ended June 30, 1998, all of which have previously been delivered to Company, present fairly, in all material respects, the consolidated financial position of the Company Buyer and its consolidated Subsidiaries, if any, as of said dates and the Company Subsidiaries as consolidated results of December 31their operations for such periods, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was were prepared in accordance conformity with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) United States generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto) thereto and (ii) fairly presentssubject, in all material respectsthe case of
(a) for normal or ordinxxx xecurring liabilities incurred in the ordinary course of business consistent with past practice, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached for transaction expenses incurred in connection with this Agreement, (c) for liabilities set forth on the most recent balance sheet included in the Buyer Financial Statements, (d) liabilities which have or may be incurred in connection with acquisitions of other businesses or technology by Buyer or its Subsidiaries, whether or not in the ordinary course of business, or (e) as Section 4.07(bset forth in the Schedule 5.5, neither Buyer nor any of its Subsidiaries has any material liabilities or material obligations of any nature, whether or not accrued, contingent or otherwise, and there is no existing condition, situation or set of circumstances which would reasonably be expected to result in a material liability or material obligation that either (i) of the Company Disclosure Schedules are true and complete copies of the unaudited would be required to be reflected or reserved against in a consolidated balance sheet of the Company Buyer and the Company its Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS generally accepted accounting principles as applied on a consistent basis throughout in preparing the periods indicated Buyer Financial Statements or (except as may ii) could reasonably be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject expected to normal and recurring year-end adjustments, whichhave, individually or in the aggregate, a Material Adverse Effect on Buyer. Notwithstanding anything in this Section 5.5 to the contrary, the financial statements for Buyer and its consolidated Subsidiaries for the six months ended June 30, 1998 have not beenbeen delivered to Company in draft form, and would not reasonably be expected the representations made with respect to besuch June 30, material 1998 financial statements are made with respect to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date final form of such 2020 Balance Sheet; (ii) obligations for future performance under any contract financial statements which will be filed on August 14, 1998 and which will not vary from the draft provided to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)materially adverse respect.
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true True, correct and complete copies of (i) the audited consolidated balance sheet of Dos Caminos as of December 31 in each of the years 2020, 2021 and 2022, together with the related audited statements of income and retained earnings, members’ equity and cash flows for the periods then ended, and the related notes thereto, accompanied by the report thereon of KPMG (collectively, the “Audited Dos Caminos Financial Statements”), and (ii) the unaudited consolidated balance sheets sheet of the Company and the Company Subsidiaries Dos Caminos as of December 31June 30, 2019 and December 312023, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and together with the related unaudited consolidated statements of operations income and retained earnings, members’ equity, and cash flows of the Company and the Company Subsidiaries for the years six (6) month period then ended (collectively, the “Unaudited Dos Caminos Financial Statements”) have been provided to Buyer. The Audited Dos Caminos Financial Statements and the Unaudited Dos Caminos Financial Statements (collectively, the “Dos Caminos Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including together with the notes thereto, (1) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated otherwise set forth in the notes thereto) and ), (ii2) fairly presents, present in all material respects, respects the consolidated financial position, results of operations members’ equity and cash flows of the Company Dos Caminos and the Company Subsidiaries consolidated results of the operations of Dos Caminos as of the date dates thereof and for the period indicated therein, respective periods set forth therein (except as otherwise noted therein.
(b) Attached as Section 4.07(b) of that the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Unaudited Dos Caminos Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the do not contain all notes thereto) required by GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and are subject to normal and recurring year-end audit adjustments, none of which, individually or in as of the aggregateSigning \\4141-5696-8778 v37 Date, have not beenare expected to be material), and would (3) have been prepared from, and are in accordance with, the Books and Records of Dos Caminos in all material respects. \\4141-5696-8778 v37
(b) NEP DC Holdings holds no assets other than the Dos Caminos Investment, and for the past three (3) years has not reasonably be expected to beengaged in any active business or operations other than holding such Equity Interests. NEP DC Holdings has no material debts, material to obligations or Liabilities, other than any commitment or obligation arising through its direct or beneficial ownership of the Company and the Company Subsidiaries, taken as a wholeDos Caminos Investment.
(c) Except as and to the extent set forth on the 2020 Balance SheetThere are no debts, the Company does not have any liability obligations or obligation Liabilities of Dos Caminos of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet included in the Dos Caminos Financial Statements prepared in accordance with Dutch GAAP, except for: other than any such debts, obligations, or Liabilities (i) liabilities that were reflected or reserved against on the Dos Caminos Financial Statements (or the notes thereto), (ii) incurred by Dos Caminos since the Balance Sheet Date in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or business, (iii) such other liabilities and obligations which are not, individually that would not have or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect, or (iv) included in the Actual Dos Caminos Capex Amount.
(d) Since the Acquisition DateNEP DC Holdings and Dos Caminos, (i) neither the Company nor any Company Subsidiaryas applicable, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether have implemented and maintained effective written or, to the knowledge of the Company, oral, regarding the accounting or auditing practicespolicies, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective and internal accounting controls, including an internal accounting controls system, that are reasonably designed to prevent, deter, and detect violations in the Dos Caminos’ financial reporting practices. Neither Seller nor NEP DC Holdings has received written notice from any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed Governmental Authority concerning noncompliance with, reviewed by or initiated at deficiencies in, Dos Caminos’ financial reporting practices. There are no significant deficiencies, including material weaknesses, in the direction design or operation of internal controls over the chief executive officer, chief Dos Caminos’ financial officer, general counsel, the board of directors of the Company or any committee thereofreporting as required under applicable Law.
(e) To the knowledge Except as set forth in Section 4.06(e) of the CompanyDisclosure Schedule, no employee as of the Company Signing Date, neither NEP DC Holdings nor Dos Caminos has any outstanding Indebtedness or any Company Subsidiary has provided bonds, letters of credit, guarantees or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)similar instruments.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Nextera Energy Partners, Lp)
Financial Statements. (a) The Company has made available to Spartan true and complete copies Financial Statements Schedule consists of (i) the Company’s pro forma unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 20202016 and the related statements of income and cash flow for the twelve months ended December 31, 2016 (collectively, the “2020 2016 Financials”), (ii) the Company’s pro forma unaudited consolidated balance sheet as of December 31, 2017 (such balance sheet, the “Latest Balance Sheet,” and such date, the “Latest Balance Sheet Date”) and the related unaudited consolidated statements of operations income and cash flows of the Company and the Company Subsidiaries flow for the years then twelve months ended December 31, 2017 (collectively, the “Unaudited Financial Statements2017 Financials”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iiiii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the Company’s pro forma unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 2018 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries income for the quarterly period then three months ended March 31, 2018 (collectively, the “2018 Interim Financials” and together with the 2016 Financials and the 2017 Financials, the “Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) good faith and fairly present, present in all material respects, respects the financial position, condition and results of operations and cash flows of the Company and its Subsidiaries on a consolidated basis as of such respective times and for such respective time periods referred to therein. The Seller does not maintain separate financial statements of the Company, but the Seller does maintain separate general ledger trial balances which, on an annual basis, have been prepared in accordance with GAAP (subject to the qualifications set forth in the fifth sentence of this Section 4.06(a)) and which form the basis of the Financial Statements. In certain operational areas, the business of the Company and its Subsidiaries as is dependent upon centralized functional activities of the date thereof Seller. The Financial Statements are not presented on a carve-out basis and for will differ materially from the period indicated thereinGAAP-basis Audited Financial Statements that will be delivered prior to Closing pursuant to Section 7.07, except as otherwise noted therein and subject to normal and recurring in that they do not include all year-end adjustments, whichaudit adjustments, individually carve-out adjustments, or footnote disclosures and other presentation items required to present the Financial Statements in conformity with GAAP. The Financial Statements are derived from the aggregate, have not been, books and would not reasonably be expected to be, material to records of the Company and its Subsidiaries, and represent only actual, bona fide transactions of the Company and its Subsidiaries. The books and records of the Company and its Subsidiaries are maintained by the Seller, taken as whose consolidated year-end financial statements are prepared in accordance with GAAP in all material respects.
(b) The Company, together with Seller and Seller’s employees has implemented and maintains a wholesystem of internal accounting controls which is sufficient to provide reasonable assurances regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with GAAP. None of the Company or any of its Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. There are no communications of the auditors of the Company covering the periods reflected in the Financial Statements with regard to material unresolved issues in the Financial Statements.
(c) Except All accounts receivable of the Company and its Subsidiaries (including all accounts receivable reflected in the Latest Balance Sheet and all accounts receivable that have arisen since the Latest Balance Sheet Date (except such accounts receivable as have been collected since such dates)) are valid and enforceable claims and were earned by performance of actual, bona fide transactions in the ordinary course of business consistent with past practices of the Company and its Subsidiaries. Such accounts receivable are subject to no valid defense, offset or counterclaim, except to the extent incorporated in the accounts receivable and deferred revenue balances of the Company and its Subsidiaries which have been previously made available to the Purchaser and except as would not adversely affect the Company or any of its Subsidiaries in any material respect. The allowance for doubtful accounts, if any, set forth on the 2020 Latest Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared Sheet was determined in accordance with Dutch GAAPGAAP consistent with past practices. All accounts payable of the Company and its Subsidiaries arose in the ordinary course of business consistent with past practices and represent only actual, except for: bona fide transactions. Since December 31, 2016, all current assets and current liabilities have been managed by the Company and its Subsidiaries in the ordinary course of business consistent with past practices (including the collection of accounts receivable and payment of accounts payable and other liabilities).
(d) Neither the Company nor any of its Subsidiaries has any outstanding liabilities or obligations, other than liabilities and obligations (i) liabilities that were included or disclosed in the Financial Statements, (ii) incurred in the ordinary course of business since the date of such 2020 Balance Sheet; the Financial Statements (ii) obligations for future performance under and which do not involve breaches of contract, torts or violations of any contract to which the Company or any Company Subsidiary is a party; or Law), (iii) such other liabilities and obligations which to be included in the computation of Indebtedness, Transaction Expenses or Net Working Capital, (iv) disclosed on subsection (d) of the Financial Statements Schedule, or (v) that are not, individually or not in excess of $500,000 in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge The audited consolidated balance sheet as of the CompanyDecember 31, no employee 2016 of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding and its Subsidiaries and the commission or possible commission related statements of any crime or income and cash flow for the violation or possible violation twelve months ended December 31, 2016 (collectively, the “2016 Audited Financial Statements”), and the audited consolidated balance sheet as of any applicable Law. None of the CompanyDecember 31, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent 2017 of the Company or any Company Subsidiary has dischargedand its Subsidiaries and the related statements of income and cash flow for the twelve months ended December 31, demoted2017 (collectively, suspendedthe “2017 Audited Financial Statements” and, threatenedtogether with the 2016 Audited Financial Statements, harassed or collectively, the “Audited Financial Statements”), when delivered to Purchaser and as of the Closing Date, have been prepared in any other manner discriminated against an employee accordance in all material respects with GAAP, consistently applied, have been derived from and are in agreement in all material respects with the books and accounting records of the Company or any and its Subsidiaries and represent only actual, bona fide transactions, and present fairly in all material respects the financial condition and results of operations of the Company Subsidiary and its Subsidiaries (taken as a whole) as of the times and for the periods referred to therein. Notwithstanding the introductory language set forth above in this Article IV, the terms representations and conditions warranties set forth in this Section 4.06(e) are being made by the Company as of employment because the date on which the Audited Financial Statements are delivered to Purchaser and as of any act of such employee described in 18 U.S.C. sec. 1514A(a)the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Amag Pharmaceuticals Inc.)
Financial Statements. (a) The Company has made available to Spartan true and complete copies of (i) The Borrower has delivered to the unaudited Administrative Agent copies of its consolidated balance sheets of the Company sheet and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations income, stockholders equity and cash flows for and as of the Company end of the fiscal year ended June 30, 2021 (including, without limitation, the provisions made therein for Investments and the Company Subsidiaries for the years then ended (collectivelyvaluation thereof, reserves, policy and contract claims and statutory liabilities) reported on by Ernst & Young LLP, independent accountants. In addition, the “Unaudited Financial Statements”)Borrower has delivered to the Administrative Agent copies of its consolidated balance sheet and statements of income, which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations stockholders equity and cash flows of for the Company fiscal year to date and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) end of the Company Disclosure Schedules are true and complete copies of the unaudited fiscal quarter ended September 30, 2021 certified by its chief financial officer (all such consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations income, stockholders equity and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, being collectively referred to as the “Interim Financial Statements”). The Interim Financial Statements were compiled from the books and records maintained by the Borrower's management, fairly represent in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and the results of operations for the fiscal periods then ended and have been prepared in accordance with IFRS applied on a consistent basis throughout GAAP, consistently applied, subject (in the periods indicated case of the Interim Statements) to normal year-end audit adjustments and absence of footnotes.
(except as may be indicated ii) Neither the Borrower nor any Subsidiary of the Borrower has any liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Statements or in the notes thereto) , and fairly present, in all material respects, the financial position, results of operations and cash flows except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Company and the Company Subsidiaries as Borrower or any Subsidiary of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not Borrower which could reasonably be expected to because a Material Adverse Change. Since December 31, material to the Company and the Company Subsidiaries20202023, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or no Material Adverse Change has occurred. (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Credit Agreement (Erie Indemnity Co)
Financial Statements. (a) The Company has made available to Spartan true and complete copies of Attached hereto as Schedule 5.5(a) are the following financial statements (collectively, the “Financial Statements”): (i) the unaudited consolidated audited balance sheets of the Company and the Company Subsidiaries Subsidiary as of December 3131 for each of the years 2009, 2019 2010 and December 312011, 2020 and consolidated statements of income, changes in stockholders’ equity, and cash flow for each of the fiscal years then ended, together with the notes thereto and the reports thereon of the Company’s independent certified public accountants; and (ii) an unaudited consolidated balance sheet (the balance sheet as of December 31, 2020, the “2020 Interim Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries Subsidiary as of September 30, 2012, and consolidated statements of income, changes in stockholders’ equity, and cash flow for the years nine-month period then ended (collectively, the “Unaudited Financial Statements”), which Unaudited ended. The Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP, applied on a consistent basis throughout the periods indicated covered thereby, and present fairly the financial condition of the Company and the Subsidiary as of and for their respective dates; provided, however, that the interim financial statements described in clause (except ii) above are subject to normal, recurring year-end adjustments (which will not be, individually or in the aggregate, materially adverse to the Company) and lack notes (which, if presented, would not differ materially from the notes accompanying the consolidated audited balance sheet of the Company and the Subsidiary as may be indicated in of December 31, 2011 (including the notes thereto, the “Latest Balance Sheet”)).
(b) The Company’s books and records (including all financial records, business records, customer lists, and records pertaining to products or services delivered to customers) (i) are complete and correct in all material respects and all transactions to which either the Company or the Subsidiary is or has been a party are accurately reflected therein in all material respects on an accrual basis, (ii) fairly presentsreflect all discounts, returns and allowances granted by either the Company or the Subsidiary with respect to the periods covered thereby, (iii) have been maintained in accordance with customary and sound business practices in the Company’s industry, (iv) form the basis for the Financial Statements and (v) reflect in all material respectsrespects the assets, the liabilities, financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of Subsidiary on an accrual basis. All computer-generated reports and other computer output included in the date thereof Company’s books and records are complete and correct in all material respects and were prepared in accordance with sound business practices based upon authentic data. The Company’s management information systems are adequate for the period indicated therein, except as otherwise noted thereinpreservation of relevant information and the preparation of accurate reports.
(bc) Attached as Section 4.07(b) The Company maintains a system of internal accounting controls adequate to insure that neither the Company Disclosure Schedules are true nor the Subsidiary maintains off-the-books accounts and complete copies of that the unaudited consolidated balance sheet assets of the Company and the Subsidiary are used only in accordance with the directives of the Company’s management. Except as set forth on Schedule 5.5(c), there are no events of Fraud, whether or not material, that involve management or other employees of either the Company Subsidiaries as of March 31, 2021 or the Subsidiary who have a significant role in the Company’s financial reporting and relate to the related unaudited consolidated statements of operations and cash flows Business.
(d) The amounts set forth on Schedule 5.5(d) accurately reflect all amounts necessary to discharge all Indebtedness (including the Shareholder Loan) of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material Subsidiary outstanding immediately prior to the Company and the Company Subsidiaries, taken as a wholeClosing.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Share Purchase Agreement (American Tire Distributors Holdings, Inc.)
Financial Statements. Schedule 2.6 contains (a) The Company has made available to Spartan true and complete copies of (i) the unaudited audited -------------------- ------------ consolidated balance sheets of the Company and the Company Subsidiaries Subsidiary and the unaudited balance sheet of the Liquor Affiliates in each case as of December 31, 2019 1997 and December 31, 2020 1996 and the related consolidated statements of income of the Company, the Subsidiary and the Liquor Affiliates for the fiscal years then ended, together with the notes to such financial statements (the "Year End Financial Statements") and (b) the unaudited consolidated balance sheet of the Company, the Subsidiary and the unaudited balance sheets of the Liquor Affiliates as of December August 31, 2020, 1998 (the “2020 "Interim Balance Sheet”") and the related unaudited consolidated statements statement of operations and cash flows income of the Company Company, the Subsidiary and the Company Subsidiaries Liquor Affiliates for the years eight-month period then ended ended, (together with the notes to such financial statements, if any (collectively, the “Unaudited "Interim Financial Statements”" and, together with the Year End Financial Statements, the "Financial Statements"), which Unaudited ). The Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by books and records of the European Union Company, the Subsidiary and the Liquor Affiliates and in accordance with generally accepted accounting principles (“IFRS”"GAAP") applied on a consistent basis throughout the periods indicated (covered thereby, except that such Interim Financial Statements contain no notes. Except as may be indicated set forth in Schedule -------- 2.6, the notes thereto) and (ii) fairly presentsFinancial Statements present fairly, in all material respects, the --- consolidated financial position, results of operations and cash flows position of the Company Company, the Subsidiary and the Company Subsidiaries Liquor Affiliates as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company such Financial Statements and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oralthe Subsidiary and the Liquor Affiliates for applicable periods then ended, regarding in conformity with GAAP, provided, however, that the accounting or auditing practices, procedures, methodologies or methods Interim Financial Statements are subject to normal year-end adjustments and lack footnotes and other preparation items. All of the Company or any Company Subsidiary or their respective internal accounting controlsservices provided, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction all of the chief executive officerassets loaned, chief financial officerlicensed or leased to (whether or not pursuant to any written agreement), general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company Subsidiary and the Liquor Affiliates by any Seller or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of its affiliates (other than the Company, any the Subsidiary or the Liquor Affiliates) that are required to operate the business as it is currently operated are set forth on Schedule 2.6. The Company, the Subsidiary and the ------------ Liquor Affiliates have no indebtedness for borrowed money other than as set forth on Schedule 2.6, all of which will be repaid by the Company Subsidiary or, from funds ------------ advanced by Buyer at or prior to the knowledge of the CompanyClosing, as contemplated by Sections 4.4 and 6.2, without any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary reduction in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)Purchase Price.
Appears in 1 contract
Samples: Stock Purchase Agreement (Chart House Enterprises Inc)
Financial Statements. (a) The Company has made available to Spartan true True and complete copies of the audited consolidated balance sheet of the Company for each of the three fiscal years ended as of December 31, 2001, 2002 and 2003, and the related audited consolidated statements of income, retained earnings, shareholders' equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the independent accountants of the Company (icollectively, referred to herein as, the "Company Financial Statements") and the unaudited consolidated balance sheets sheet of the Company as of September 30, 2004, and the related consolidated statements of income, retained earnings, stockholders' equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Company Interim Financial Statements") have been delivered by the Company to the Issuer. The Company Financial Statements and the Company Interim Financial Statement (i) were prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries as of December 31Subsidiaries, 2019 (ii) give a true and December 31, 2020 fair view (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(aimage sincere et fidele) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) consolidated financial condition and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date dates thereof and or for the period indicated thereinperiods covered thereby, except as otherwise noted therein.
(biii) Attached as Section 4.07(bhave been prepared in accordance with French generally accepted accounting principles ("French GAAP") of applied on a basis consistent with the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet past practices of the Company and the Company Subsidiaries as and (iv) include all adjustments (consisting only of March 31, 2021 and normal recurring accruals) that are necessary for a fair presentation of the related unaudited consolidated statements of operations and cash flows financial condition of the Company and the Company Subsidiaries for and the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date dates thereof and or for the period indicated thereinperiods covered thereby.
(b) True and correct copies of a reconciliation to U.S. GAAP of the consolidated statements of income and shareholders' equity of the Company for the fiscal year ended December 31, except 2003 and consolidated statements of income and shareholders' equity of the Company for the nine months ended September 30, 2004 and a balance sheet as otherwise noted of September 30, 2004 have been delivered by the Company to the Issuer.
(c) The books of account and other financial records of the Company and the Company Subsidiaries: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein and subject to normal and recurring year-end adjustments, which, individually or in accordance with French GAAP applied on a basis consistent with the aggregate, have not been, and would not reasonably be expected to be, material to past practices of the Company and the Company Subsidiaries, taken as a wholerespectively, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices.
(cd) Except as and to the extent set forth on the 2020 Balance Sheet, consolidated balance sheet of the Company does not have and the consolidated Company Subsidiaries as at September 30, 2004, including the notes thereto, neither the Company nor any Company Subsidiary has any liability or obligation of a any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet prepared in accordance with Dutch French GAAP, except for: for Liabilities, (i) liabilities that were incurred pursuant to this Agreement and the Transactions; or (ii) incurred in the ordinary course of business consistent with past practice since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are notSeptember 30, 2004, which, individually or in the aggregate, would not reasonably be expected to result prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.
(de) Since The Company has in place internal controls over financial reporting that are designed to provide reasonable assurance regarding the Acquisition Datereliability of financial reporting and the preparation of financial statements for external purposes in accordance with French GAAP and include policies and procedures that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with French GAAP, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative and that receipts and expenditures of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge are being made only in accordance with authorization of any complaint, allegation, assertion or claim, whether written or, to management and the knowledge advisors of the Company.
(f) Since January 1, oral2002, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no formal internal investigations regarding financial reporting or accounting or revenue recognition policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, officer or general counselcounsel of the Company, the board of directors of the Company Board or any committee thereof.
(e) To the knowledge , other than ordinary course audits or reviews of the Company, no employee of the Company accounting policies and practices or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any internal controls required by applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available furnished to Spartan true the Investor true, complete and complete correct copies of (i) the unaudited audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 2004 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2005 and the related unaudited audited consolidated statements of operations income, cash flow and cash flows retained earnings of the Company at and the Company Subsidiaries for the fiscal years then ended December 31, 2005, December 31, 2004 and December 31, 2003 (collectively, the “Unaudited Financial Statements”"Year-End Financials"), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) ; and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company IMTT at February 28, 2006 and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and income, cash flows and retained earnings of the Company and the Company Subsidiaries IMTT for the quarterly two-month period then ended February 28, 2006 and any unaudited consolidated balance sheets or unaudited consolidated statements of income, cash flows and retained earnings of IMTT for months subsequent to February 2006 delivered to the Investor pursuant to Section 6.1 (collectively, the “"Interim Financial Statements”Financials"). The term "Financial Statements" shall mean the Year-End Financials and the Interim Financials, the term "Balance Sheet" shall mean the Company's audited consolidated balance sheet at December 31, 2005 and the term "Balance Sheet Date" shall mean December 31, 2005. Each of the Financial Statements were (including in all cases the notes thereto, if any) is accurate and complete, is consistent with the Company's and Subsidiaries' books and records (which, in turn, are accurate and complete), presents fairly the Company's and Subsidiaries' financial condition and results of operations as of the times and for the periods referred to therein, and has been prepared in accordance with IFRS applied on a consistent basis throughout GAAP. Each of the balance sheets included in the Financial Statements presents fairly the financial condition of the Company as of the dates indicated thereon, and each of the statements of income, cash flows and retained earnings included in the Financial Statements presents fairly the results of its operations for the periods indicated (thereon. During the periods covered by the Financial Statements and since the Balance Sheet Date, there has been no material change in the Company's or the Subsidiaries' accounting policies. Other than disclosed on Schedule 3.6(a), there are no material, special or non-recurring items of income or expense during the periods covered by the Financial Statements and the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets, except as may be indicated specifically disclosed in the notes thereto) and fairly present, in all material respects, . There have been no transactions involving the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there Subsidiaries which properly should have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary set forth in the terms Financial Statements and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)which have not been accurately so set forth.
Appears in 1 contract
Samples: Stock Subscription Agreement (Macquarie Infrastructure CO LLC)
Financial Statements. The Corporation and Sellers have delivered to Buyer (a) The Company has made available to Spartan true and complete copies of (i) the unaudited consolidated balance sheets financial statements of the Company Corporation for each of the years in the three-year period ended June 30, 2001 (consisting of a balance sheet, statement of income, profit and loss and a statement of cash flows), which have been audited by the Company Subsidiaries as Accountants (the "Financial Statements") and (b) unaudited interim financial statements of December 31the Corporation (consisting of a balance sheet, 2019 and December 31a statement of income, 2020 profit and loss) for the 10-month period ended April 30, 2002 (the "Interim Financial Statements") and the balance sheet as of December 31April 30, 20202002 being hereinafter referred to as the "Balance Sheet." Except as set forth on Schedule 4.9, the “2020 Balance Sheet”) Financial Statements and the related unaudited consolidated statements Interim Financial Statements fairly present the financial condition and the results of operations and cash flows of the Company Corporation as of their respective dates and the Company Subsidiaries for the years periods then ended (collectivelyended, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was and have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP applied on a consistent basis, except that the Interim Financial Statements do not contain footnotes and are subject to year-end adjustments applied on a basis throughout consistent with the periods indicated (except as may be indicated Corporation's past experience. The books and records of the Corporation fairly reflect the assets, liabilities and operations of the Corporation in accordance with GAAP, and the notes thereto) Financial Statements and (ii) fairly presents, the Interim Financial Statements are in conformity therewith. The Financial Statements and the Interim Financial Statements provide fully for all material respects, the financial position, results of operations fixed and cash flows non-contingent liabilities of the Company and the Company Subsidiaries Corporation (as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”defined in accordance with GAAP). The Interim Financial Statements were Corporation has no liabilities or obligations of any nature, whether absolute, accrued, contingent, matured, unmatured or otherwise, or whether or not required to be disclosed or provided for in financial statements prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were and obligations reflected or reserved for in the Financial Statements and the Interim Financial Statements, (ii) as otherwise specifically disclosed in this Agreement, (iii) liabilities which in the aggregate will not have a Material Adverse Effect on the business or financial condition of the Corporation, or (iv) liabilities and obligations incurred between June 30, 2001 and the Closing Date in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company SubsidiaryCorporation, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed as permitted by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofthis Agreement.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Stock Purchase Agreement (Wilson Greatbatch Technologies Inc)
Financial Statements. (a) The Company has made available to Spartan true the SPAC true, correct and complete copies of (i) the unaudited audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited audited consolidated statements of operations operations, changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries for the years then ended December 31, 2021 and December 31, 2020 (collectively, the “Unaudited Audited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(aSchedule 4.08(a) of the Company Disclosure Schedule. Each Schedule and which contain an unqualified report thereon of the Unaudited Company’s auditors. The Audited Financial Statements (including the notes thereto) (i) was were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union United States generally accepted accounting principles (“IFRSGAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and ), (ii) fairly presentspresent, in all material respects, the financial position, results of operations operations, changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries as of at the date thereof and for the period indicated therein, except as otherwise noted therein, and (iii) were audited in accordance with the standards of the PCAOB.
(b) Attached as Section 4.07(b) The Company has made available to the SPAC a true, correct and complete copy of the Company Disclosure Schedules are true and complete copies of the consolidated unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March December 31, 2021 2022 (the “Unaudited Balance Sheet”), and the related unaudited consolidated statements of operations operations, changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries for the quarterly twelve (12)-month period then ended ended, which are attached as Schedule 4.08(b) of the Company Disclosure Schedule (collectivelysuch financial statements, including the Unaudited Balance Sheet, the “Interim Unaudited Financial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”). The Interim Financial Statements Such unaudited financial statements were prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated for the omission of footnotes and subject to year-end adjustments, none of which are individually or in the notes theretoaggregate material) and fairly present, in all material respects, the financial position, results of operations operations, changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries as of at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, adjustments (none of which are individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company aggregate material) and the Company Subsidiaries, taken as a wholeabsence of notes.
(c) Except as and to the extent set forth on the 2020 Balance SheetFinancial Statements, neither the Company does not have nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 the Unaudited Balance Sheet; , (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; , or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition DateJanuary 1, 2020, (i) neither the Company nor any Company Subsidiary, Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company Board or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, Company any officer, employee, contractor, subcontractor or agent of the Company or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. secSec. 1514A(a).
(f) All accounts receivable of the Company and the Company Subsidiaries reflected on the Financial Statements or arising after the date of the Unaudited Balance Sheet have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the Financial Statements. To the knowledge of the Company, such accounts receivable are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practices. Since December 31, 2021, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of the Company Subsidiaries sell goods, fill orders or record sales.
(g) Except as set forth in Schedule 4.08(g) of the Company Disclosure Schedule, all accounts payable of the Company and the Company Subsidiaries reflected on the Financial Statements or arising after the date of the Unaudited Balance Sheet are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since the Unaudited Balance Sheet, the Company and the Company Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the timing of such payment.
Appears in 1 contract
Samples: Business Combination Agreement (Anzu Special Acquisition Corp I)
Financial Statements. (a) The Company has made available previously provided to Spartan Acquiror true and complete copies of (i) the unaudited audited consolidated balance sheets of the Company sheet and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries as of and for the year ended December 31, 2019, together with the auditor’s report thereon (the “2019 Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet and statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows of the Company Subsidiaries and its consolidated subsidiaries as of and for the years then year ended December 31, 2020 (collectively, the “2020 Unaudited Financial Statements”), which Unaudited Financial Statements are attached . Except as set forth in Section 4.07(a5.8(a) of the Company Disclosure Schedule. Each of Letter, the 2019 Audited Financial Statements and the 2020 Unaudited Financial Statements (including the notes thereto) (i) was fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations and comprehensive income (or loss), consolidated changes in stockholders’ equity and consolidated cash flows for the respective periods then ended, (ii) were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP applied on a consistent basis throughout during the periods indicated covered (except as may be indicated in the notes thereto) and (iiiii) fairly presentswere prepared from, and are in accordance in all material respectsrespects with, the financial position, results of operations books and cash flows records of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted thereinits consolidated subsidiaries.
(b) Attached as The Closing Company Financial Statements, when delivered following the date of this Agreement in accordance with Section 4.07(b7.3, (i) of will fairly present in all material respects the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet financial position of the Company and its consolidated subsidiaries, as at the Company Subsidiaries as of March 31respective dates thereof, 2021 and the related unaudited their consolidated statements results of operations and comprehensive income (or loss), consolidated changes in stockholders’ equity and consolidated cash flows of the Company and the Company Subsidiaries for the quarterly period respective periods then ended (collectivelysubject, in the “Interim case of any unaudited Closing Company Financial Statements”, to normal year-end adjustments and the absence of footnotes). The Interim Financial Statements were , (ii) will have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout during the periods indicated covered (except as may be indicated in the notes theretothereto and, in the case of any unaudited Closing Company Financial Statements, the absence of footnotes), (iii) will have been prepared from, and fairly present, will be in accordance in all material respectsrespects with, the financial position, results of operations books and cash flows records of the Company and its consolidated subsidiaries and (iv) in the case of any Audited Closing Company Subsidiaries Financial Statements, will comply in all material respects with the applicable accounting requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated by the SEC, in each case, as in effect as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholerespective dates thereof.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, in Section 5.8(b) of the Company does not have any liability or obligation of a nature (whether accruedDisclosure Letter, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent independent auditor of the Company has identified or been made aware of (i) any Company Subsidiary has dischargedsignificant deficiency or material weakness in the system of internal accounting controls utilized by the Company, demoted(ii) any fraud, suspendedwhether or not material, threatened, harassed that involves the Company’s management or other employees who have a significant role in any other manner discriminated against an employee the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any Company Subsidiary allegation in writing regarding any of the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)foregoing.
Appears in 1 contract
Financial Statements. Each of the consolidated financial statements (aincluding, in each case, any related notes thereto) The Company has made available to Spartan true and complete copies of contained in the NPS SEC Reports (the "NPS Financials"), including each NPS SEC Report filed after the date hereof until the Closing: (i) complied as to form in all material respects with the unaudited consolidated balance sheets published rules and regulations of the Company and the Company Subsidiaries as of December 31SEC, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes Sarbanes-Oxley Act, with respect thereto) , (iii) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) accordaxxx xxxx XXXX applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act), and (iiiii) fairly presents, presented in all material respects, respects the consolidated financial position, position of NPS and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of NPS's operations and cash flows for the periods indicated. The balance sheet of NPS contained in the NPS SEC Reports as of September 30, 2002 is hereinafter referred to as the "NPS Balance Sheet" and the date of the Company NPS Balance Sheet is hereinafter referred to as the "NPS Balance Sheet Date." Except as disclosed in the NPS Financials, since the NPS Balance Sheet Date and the Company Subsidiaries as of through the date thereof and for the period indicated thereinhereof, except as otherwise noted therein.
(b) Attached as Section 4.07(b) neither NPS nor any of the Company Disclosure Schedules are true and complete copies of the unaudited its Subsidiaries has any material liabilities required under GAAP to be set forth on a consolidated balance sheet of (absolute, accrued, contingent or otherwise), except for liabilities incurred since the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated NPS Balance Sheet Date in the notes thereto) ordinary course of business and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, consistent with past practices which, individually or in the aggregate, have are not beenmaterial to NPS, and would not reasonably be expected liabilities incurred pursuant to be, material to the Company and the Company Subsidiaries, taken as a wholethis Agreement.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)
Financial Statements. (a) The Company Seller has made available previously delivered to Spartan true and complete copies of (i) the unaudited consolidated Buyer its audited balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 1997 and December 31, 2020 1998 (the balance sheet as of December 31, 2020, the “2020 "Audited Balance Sheet”Sheets") and the related unaudited consolidated statements of operations operations, of changes in shareholders' equity, and of cash flows of the Company and the Company Subsidiaries for the fiscal years then ended (collectively, including the “Unaudited Audited Balance Sheets, the "Audited Financial Statements”"). The Seller has also previously delivered to the Buyer its unaudited balance sheet (the "Current Balance Sheet") as of September 30, which Unaudited 1999 (the "Balance Sheet Date") and its unaudited balance sheet as of October 25, 1999 (the "Closing Balance Sheet") (collectively, the "Current Financial Statements"). Except as set forth on Schedule 2.4, the Audited Financial ------------ Statements are attached as Section 4.07(a) of and the Company Disclosure Schedule. Each of the Unaudited Current Financial Statements (including collectively, the notes thereto"Financial Statements") (i) was have been prepared in accordance with generally accepted accounting principles applied consistently with past practice and are certified, other than with respect to the International Financial Reporting Standards comment regarding the viability of the Seller as adopted a going-concern, without qualification by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated Seller's independent public accountants, in the notes thereto) case of the Audited Financial Statements, and (ii) fairly presentshave been certified by the Seller's president, in all material respects, the financial position, results of operations and cash flows case of the Company Current Financial Statements and the Company Subsidiaries as Accounts Payable List, and in the case of the date thereof and for Closing Balance Sheet, certified by the period indicated therein, except as otherwise noted thereinSeller's controller.
(b) Attached The Financial Statements fairly present, as Section 4.07(b) of their respective dates or for their respective periods, the financial condition, retained earnings, assets and liabilities of the Company Disclosure Schedules are true Seller and complete copies the results of operations of the unaudited consolidated balance sheet Seller's business for the periods indicated; with respect to contracts and commitments for the sale of goods or the Company provision of services by the Seller, the Financial Statements contain and reflect adequate reserves, which are consistent with previous reserves taken, for all reasonably anticipated material losses and costs and expenses; and the Company Subsidiaries amounts shown as of March 31, 2021 accrued for current and deferred income and other taxes in the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries Financial Statements are sufficient for the quarterly payment of all accrued and unpaid federal, state and local income taxes, interest, penalties, assessments or deficiencies applicable to the Seller, whether disputed or not, for the applicable period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the and periods indicated (except as may be indicated in the notes prior thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and As of the date hereof, the total assets less the total liabilities of the Seller with respect to the extent set forth on Assets and the 2020 Balance Sheet, Assumed Liabilities (the Company does not have any liability "Current Net Worth") is equal to or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effectgreater than $540,000.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Bottomline Technologies Inc /De/)
Financial Statements. (a) The Company has made available to Spartan Set forth in Section 3.6 of the Seller Disclosure Schedule are true and complete copies of (i) the unaudited audited consolidated balance sheets of the Company sheet and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited audited consolidated statements of operations operations, changes in members' equity and cash flows of the Company at and the Company Subsidiaries for the years then fiscal year ended December 31, 2011 (collectively, the “Unaudited Audited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presentsthe unaudited consolidated balance sheet and unaudited consolidated statements of operations, changes in all material respects, the financial position, results of operations members' equity and cash flows of the Company and the Company Subsidiaries as of the date thereof at and for the nine (9) month period indicated thereinended September 30, except as otherwise noted therein.
2012 (bthe “Unaudited 2012 Financial Statements”) Attached as Section 4.07(band (iii) the monthly profit statements contained in the System Reports reflecting the categories of “revenues, net” and “operating expenses, excluding depreciation and amortization expense” for October, November and December in 2012 (the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company “Monthly System Profit Statements”). The Audited Financial Statements and the Company Subsidiaries as Unaudited 2012 Financial Statements have been prepared in accordance with GAAP consistently applied, and fairly present in all material respects the consolidated financial condition, results of March 31operations, 2021 and the related unaudited consolidated statements of operations changes in members' equity and cash flows of the Company as of the dates thereof or the periods then ended, subject, in the case of the Unaudited 2012 Financial Statements, to normal year-end adjustments (none of which will be material in nature or amount) and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”)absence of notes and similar presentation items therein. The Interim Financial Statements were prepared Company and the Subsidiaries maintain a system of accounting and internal controls that provides reasonable assurances that financial transactions are executed in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly presentauthorization of management. There has been no material complaint, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject allegation or claim made to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected with respect to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods or internal controls over financial reporting of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that of the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there Subsidiaries. The Monthly System Profit Statements have been no prepared from the system of accounting and internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors controls of the Company or any committee thereof.
(e) To and the knowledge of Subsidiaries that were used to prepare the CompanyAudited Financial Statements and the Unaudited 2012 Financial Statements and fairly present in all material respects the consolidated net revenues and operating expenses, no employee excluding depreciation and amortization expense, of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding for the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)respective periods covered thereby.
Appears in 1 contract
Samples: Purchase Agreement (Charter Communications, Inc. /Mo/)
Financial Statements. The Company has provided Purchaser true, complete and accurate copies of the following financial statements (the “Financial Statements”):
(a) The Company has made available to Spartan true and complete copies of (i) the unaudited audited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of December 31, 2019 2015 and December 31, 2020 2016 (the balance sheet as of December 31, 2020, the “2020 Base Balance Sheet”) and the related unaudited consolidated statements of operations income and cash flows (or the equivalent) for the respective twelve-month periods then ended;
(b) the unaudited consolidated balance sheet of the Company as of March 31, 2017 (the “Latest Balance Sheet”), and the related statements of income and cash flows (or the equivalent) for the three (3)-month period then ended;
(c) the audited balance sheets of SWH as of December 31, 2015 and December 31, 2016 and the related statements of income and cash flows (or the equivalent) for the respective twelve-month periods then ended;
(d) the unaudited balance sheet of SWH as of March 31, 2017 (the “Latest SWH Balance Sheet”), and the related statements of income and cash flows (or the equivalent) for the three (3)-month period then ended;
(e) the annual statement of SWHNY for the years ended December 31, 2015 and December 31, 2016 (the “SWHNY Annual Statement”), in each case as filed with the insurance regulatory authority of the jurisdiction of domicile of SWHNY; and
(f) the statement of SWHNY for the quarterly period ended March 31, 2017 (together with the SWHNY Annual Statement and the balance sheet of SWHNY referred to in Section 4.5(g), the “SWHNY Statutory Statements”), as filed with the insurance regulatory authority of the jurisdiction of domicile of SWHNY.
(g) the consolidated and consolidating balance sheets of the Company and the Company its Subsidiaries for the years then ended as of May 31, 2017.
(collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(ah) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including other than the notes theretoSWHNY Statutory Statements) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) is complete and (ii) fairly presents, correct in all material respects, has been prepared in accordance with GAAP consistently applied without modification of the accounting principles used in the preparation thereof throughout the periods presented (except as noted therein) and presents fairly in all material respects the financial positioncondition, results of operations and cash flows of the Company and the Company Subsidiaries its Subsidiaries, as applicable, in accordance with GAAP, applied on a consistent basis as of the date thereof dates and for the period indicated periods set forth therein, except as otherwise noted thereinsubject to, in the case of the Latest Balance Sheet and Latest SWH Balance Sheet, the absence of footnote disclosure and normal year-end adjustments.
(bi) Attached as Section 4.07(b) Each of the Company Disclosure Schedules are true SWHNY Statutory Statements (i) has been prepared in accordance with SAP (where required) and complete copies applicable Laws; (ii) has been timely filed with or submitted to the applicable Governmental Authority on forms prescribed or permitted by the applicable Governmental Authority; and (iii) presents fairly, in all material respects, in accordance with SAP, the statutory financial position and results of operations of SWHNY as at the respective dates of, and for the periods referred to in, the Statutory Statements. No material deficiency has been asserted by any Governmental Authority with respect to any of the unaudited consolidated balance sheet SWHNY Statutory Statements that remain unresolved prior to the date hereof.
(j) All books, records and accounts of the Company and its Subsidiaries are accurate and complete in all material respects and are maintained in all material respects in accordance with good business practice and all applicable Laws. The Company and its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP or SAP, as applicable, consistently applied and to maintain accountability for assets; and (iii) access to assets is permitted only in accordance with management’s general or specific authorization.
(k) The amounts reserved for healthcare claims incurred but not reported (“IBNR Claims”) on the books and records of the Company and its Subsidiaries as of March 31, 2021 2017 (and reflected in the Latest Balance Sheet) were, and the related unaudited consolidated statements of operations amount to be reserved for IBNR Claims on the books and cash flows records of the Company and its Subsidiaries as of the Company Subsidiaries for the quarterly period then ended (collectivelyClosing Date will be, the “Interim Financial Statements”). The Interim Financial Statements were prepared sufficient to fund, in accordance with IFRS applied on a consistent basis throughout the periods indicated (except each case, all IBNR Claims existing as may be indicated in the notes thereto) and fairly presentof such dates, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(cl) Each of the Company’s principal executive officer and its principal financial officer have disclosed to the auditors that have prepared the audited financial statements referred to in Section 4.5(a) through (f) the existence at any time since the commencement of business by the Company, to their Knowledge, of (i) any significant deficiency in the design or operation of the Company’s and its Subsidiaries’ internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) and (ii) the occurrence since such date of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s and its Subsidiaries’ internal control over financial reporting.
(m) Except as and to the extent set forth on Schedule 4.5(m), neither the 2020 Balance SheetCompany nor any of its Subsidiaries has any outstanding Indebtedness.
(n) Neither the Company nor its Subsidiaries are party to, and have no commitment to become party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or its applicable Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such contract is to avoid disclosure of any transaction involving, or liabilities of, the Company does or its Subsidiaries in the Company’s or its Subsidiaries’ financial statements.
(o) Since May 31, 2017, the Company has not paid any dividends or redeemed any of its shares of capital stock and has not taken any action with the effect of reducing its equity balance as of May 31, 2017 and the Company’s Subsidiaries have not made any liability payments to another Subsidiary or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAPthe Company, except for: (i) liabilities that were incurred for payments in the ordinary in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effectbusiness.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (ai) The Section 6.1(e)(i) of the Company has made available to Spartan Disclosure Letter sets forth true and complete copies of (iA) the unaudited interim consolidated balance sheet of the Company (the “Latest Balance Sheet”) as of July 31, 2020 (the “Balance Sheet Date”) and the related unaudited interim consolidated statements of operations and cash flows for the seven (7) months then ended and (B) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2018 and 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations operations, stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the fiscal years then ended (the financial statements referred to in clauses (A) and (B) collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited The Financial Statements (including the notes thereto1) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presentspresent fairly, in all material respects, the consolidated financial position, position of the Company and its consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period respective periods then ended (collectivelysubject to the absence of footnotes), the “Interim Financial Statements”). The Interim Financial Statements (2) were prepared in accordance conformity with IFRS GAAP, applied on a consistent basis throughout during the periods indicated covered thereby (except as may be indicated therein), and (3) have been prepared from, and are in the notes thereto) and fairly present, accordance in all material respectsrespects with, the financial position, results of operations books and cash flows records of the Company and its Subsidiaries. The Company and its Subsidiaries have maintained accurate books and records reflecting their respective assets and liabilities and have utilized internal control over financial reporting such that the transactions recorded in the Financial Statements were done so in accordance with GAAP and other good business and bookkeeping practices. Since the Balance Sheet Date, there has been no change in any of the accounting (or Tax accounting) policies, practices or procedures of the Company Subsidiaries as or any of the date thereof and for the period indicated thereinits Subsidiaries, except as otherwise noted therein set forth on Section 6.1(e)(i) of the Company Disclosure Letter.
(ii) Neither the Company nor any of its Subsidiaries has any liability, obligation or commitment, whether fixed or unfixed, matured or unmatured, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, due or to become due, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, except for (A) liabilities that are specifically and adequately reflected or reserved against in the Latest Balance Sheet, (B) liabilities arising pursuant to this Agreement, (C) Company Transaction Expenses that have been adequately reflected in the Estimated Closing Statement and (D) liabilities of the type set forth in the balance sheets included in the Financial Statements which were incurred in the Ordinary Course of Business since the Balance Sheet Date.
(iii) The accounts receivable reflected on the Latest Balance Sheet and as will be reflected on the Estimated Closing Statement: (A) have arisen from bona fide transactions entered into by the Company or one of its Subsidiaries involving the sale of goods or the rendering of services in the Ordinary Course of Business to Persons that are not Affiliates of the Company; (B) constitute only valid, undisputed claims of the Company or one of its Subsidiaries not subject to normal claims of set-off or other defenses or counterclaims; and recurring year-end adjustments(C) are reflected properly on the books and records of the Company in accordance with GAAP. None of the Company or any of its Subsidiaries has received written or, whichto the Knowledge of the Company, individually other notice indicating that any account debtor does not intend to, or in the aggregate, have not been, and would not reasonably be expected to behave the ability to, pay any material to accounts receivable within ninety (90) days of invoice. Since the date of the Latest Balance Sheet, collection of accounts receivable by the Company and the Company Subsidiaries, taken as a wholeits Subsidiaries has been and is consistent with past practices.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Financial Statements. (aA) The Company has made available to Spartan true audited consolidated balance sheet of Arcadia and complete copies Grayrose as of June 30, 1995 and the draft audited consolidated balance sheet of Arcadia and Grayrose as of June 30, 1996, and the related statements of operations for the years then ended, annexed hereto as Schedule 5.8(a) (ithe "Audited Financial Statements"), present fairly in all material respects the financial condition and results of operations of Arcadia and Grayrose at and for the period therein specified and were prepared in accordance with GAAP.
(B) The unaudited consolidated monthly balance sheets of Arcadia and Grayrose for each calendar month since June 30, 1996 and the related statements of operations for the periods then ended, annexed hereto as Schedule 5.8(b), present fairly in all material respects the financial condition and results of operations of Arcadia and Grayrose at and for the periods therein specified and were prepared in accordance with GAAP.
(C) The unaudited consolidated balance sheets of the Company Arcadia and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries Grayrose as of March 31, 2021 1997 (the "March 31 Balance Sheets"), and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly nine-month period then ended (collectivelyended, annexed hereto as Schedule 5.8(c), present fairly in all material respects the “Interim Financial Statements”). The Interim Financial Statements financial condition and results of operations of Arcadia and Grayrose at and for the periods therein specified and were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeGAAP.
(cD) Except as and to the extent set forth on Schedule 5.8(d) or as expressly set forth on the 2020 March 31 Balance SheetSheets, the Company does Arcadia and Grayrose have no material non-recurring or extraordinary income or expense reduction not have any liability identified therein or obligation of a nature material liabilities or obligations (whether absolute, accrued, absolute, contingent or otherwiseotherwise and whether due or to become due, including, without limitation, any guarantees of any obligations of any other person or entity) of any kind or nature whether or not required by GAAP to be reflected on in a corporate balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in and/or the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effectnotes thereto.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Integrated Health Services Inc)
Financial Statements. (a) The Company has made available to Spartan true True, correct and complete copies of the following financial statements have been delivered or made available to Parent prior to the date hereof: Table of Contents
(i) the unaudited audited consolidated balance sheets sheet of the Company and the Company its Subsidiaries (other than Inventus UK and Unified OS) as of December 31, 2019 2014 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2013 and the related unaudited consolidated statements statement of operations income and cash flows of the Company and the Company its Subsidiaries (other than Inventus UK and Unified OS) for the years then ended (collectively, the “Unaudited Audited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and ;
(ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company its Subsidiaries as of March 31September 30, 2021 2015 (the “Balance Sheet Date”) and the related unaudited consolidated statements statement of operations income and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). ; and
(iii) the audited balance sheets of Unified OS as of December 31, 2014 and December 31, 2013, together with the related profit and loss accounts of Unified OS for the years ending on the dates of such balance sheets.
(b) The Interim Financial Statements were Statements: (i) have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout for the periods indicated covered thereby, except (except as may be indicated A) for the deviations and other items described on Schedule 3.8(b) which are not in accordance with GAAP; and (B) that the notes theretoInterim Financial Statements do not contain any footnotes and are subject to normal year-end audit adjustments; and (ii) and present fairly present, in all material respects, respects the financial position, condition and results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company its Subsidiaries, taken as a whole, as of the dates thereof and for the periods covered thereby (with respect to the Interim Financial Statements, subject to normal year-end audit adjustments).
(c) Except The Company and its Subsidiaries maintain accurate books and records reflecting their assets and liabilities and maintain proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of their financial statements and to the extent set forth on the 2020 Balance Sheetmaintain accountability for their assets, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwiseiii) required access to be reflected on a balance sheet prepared their assets is permitted only in accordance with Dutch GAAPmanagement’s authorization, except for: (iiv) liabilities that were incurred in the ordinary course reporting of business since their assets is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is collection thereof on a party; or (iii) such other liabilities current and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effecttimely basis.
(d) Since Neither the Acquisition DateCompany, (i) neither the Company nor any Company Subsidiaryof its Subsidiaries, nor, or to the Knowledge of the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative representative of the Company or any Company Subsidiaryof its Subsidiaries, has received or otherwise had or obtained knowledge of any complaintmaterial compliant, allegation, assertion or claim, whether written or, to the knowledge of the Company, or oral, regarding the accounting or auditing practices, procedures, methodologies or methods or internal accounting controls of the Company or any Company Subsidiary or their respective internal accounting controlsof its Subsidiaries, including any such material Table of Contents complaint, allegation, assertion or claim that the Company or any Company Subsidiary of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofpractices.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (RPX Corp)
Financial Statements. Shareholders have delivered to Purchaser the following (a) The Company has made available to Spartan true and complete copies of the "Financial Statements"): (i) the unaudited consolidated balance sheets audited combined statements of the Company financial position, results of operations, changes in stockholder's equity and the Company Subsidiaries cash flows as of and for the years ended December 31, 2019 1993, 1994 and December 311995, 2020 for the Companies and Subsidiary for each of such years and (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”ii) and the related unaudited consolidated combined statements of operations financial position, results of operations, changes in stockholder's equity and cash flows as of the Company and the Company Subsidiaries for the years then six months ended June 30, 1996, for the Companies and Subsidiary (collectively, the “Unaudited "Most Recent Financial Statements”"), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited The Financial Statements (including the notes thereto) (i) was were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) generally accepted accounting principles applied on a consistent basis throughout during the periods indicated (except as may be indicated in involved; provided, however, that the notes thereto) Most Recent Financial Statements are subject to normal year-end adjustments and (ii) lack footnotes and other presentation items. The Financial Statements fairly presents, in all material respects, present the financial positionposition of the Companies and Subsidiary as of the respective dates thereof and the results of their operations, cash flows and changes in financial position for the periods then ended. Shareholders will provide to Purchaser unaudited combined statements of, results of operations and cash flows for the nine months ended September 30, 1995 and 1996, an unaudited combined statement of changes in stockholders' equity for the nine months ended September 30, 1996 and an unaudited combined balance sheet as of September 30, 1996 of the Company Companies and the Company Subsidiaries Subsidiary as soon as they become available but no later than November 15, 1996. In addition to providing consolidated financial statements of the date thereof Companies and Subsidiary for the period indicated thereinSeptember 30, except as otherwise noted therein.
(b) Attached as Section 4.07(b) 1996 periods, Shareholders will use reasonable efforts to cooperate with and assist the Purchaser in the preparation of such financial statements of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except Companies as may be indicated necessary in connection with preparation of a report on Form 8-K (as promulgated under the notes theretoSecurities Exchange Act of 1934, as amended) and fairly present, in all material respects, with respect to the financial position, results of operations and cash flows transaction contemplated hereby. None of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinCompanies or Subsidiary has any liabilities or obligations, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared , which are required, in accordance with Dutch GAAPgenerally accepted accounting principles consistently applied, except for: (i) liabilities that were incurred to be set forth in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or balance sheets included in the aggregateFinancial Statements, expected to result other than those (x) reflected, disclosed or reserved against in a Company Material Adverse Effect.
(d) Since the Acquisition Datesuch balance sheets, (iy) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).liabilities
Appears in 1 contract
Financial Statements. (ai) The Company has furnished or made available to Spartan true and complete Parent copies of (iA) the unaudited audited consolidated balance sheets of the Company and the Company its Subsidiaries as of December 31, 2019 2004, 2003 and December 312002, 2020 together with the audited consolidated statements of operations, cash flows and stockholders’ equity of the Company and its Subsidiaries for the years then ended, and the related notes thereto, accompanied by the reports thereon of Ernst & Young LLP, independent public accountants and (B) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of November 30, 2005 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and ), together with the related unaudited consolidated statements of operations and operations, cash flows and stockholders’ Back to Contents equity of the Company and the Company its Subsidiaries for the years eleven-month period then ended (collectively, such audited and unaudited financial statements collectively being referred to herein as the “Unaudited Financial Statements”). The Financial Statements, which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including together with the notes thereto) (i) was , have been prepared in accordance with GAAP (except that the International unaudited Financial Reporting Standards as adopted Statements do not contain all notes required by the European Union (“IFRS”GAAP and are subject to normal year-end audit adjustments) applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated to the extent disclosed therein or required by changes in the notes theretoGAAP) and (ii) fairly presents, present in all material respects, respects the consolidated financial position, results of operations and cash flows position of the Company and its Subsidiaries at the Company Subsidiaries as dates thereof and the consolidated results of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet operations of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company its Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”)respective periods indicated. The Interim Financial Statements were prepared from the books and records of the Company, which books and records have been maintained in accordance with IFRS applied Applicable Laws and sound business practices, and reflect all financial transactions of the Company which are required to be reflected in accordance with GAAP. There are no Off-Balance Sheet Arrangements that have or are reasonably likely to have a current or future effect on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly presentCompany’s financial condition, in all material respects, the financial positionrevenues or expenses, results of operations and cash flows of the Company and the Company Subsidiaries as operations, liquidity, capital expenditures or capital resources.
(ii) As of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolutethis Agreement there is no liability, contingent or otherwise) required to be , of the Company or any of its consolidated Subsidiaries that is not reflected on a balance sheet prepared or reserved against in accordance with Dutch GAAPthe Balance Sheet, except for: including without limitation, any Off-Balance Sheet Arrangements, other than liabilities that are either (iA) liabilities that were incurred in the ordinary course of business and consistent with past practices of the Company since November 30, 2005 (the “Balance Sheet Date”), (B) any such liability that would not be required to be presented in unaudited interim financial statements prepared in conformity with GAAP, including the notes thereto, (C) liabilities under this Agreement; or (D) liabilities for fees and expenses incurred in connection with the transactions contemplated by this Agreement and the other Transaction Documents.
(iii) As provided in or contemplated by this Agreement or the other Transaction Documents, since the Balance Sheet Date and prior to the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which this Agreement, the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or each of its Subsidiaries have conducted their respective businesses in all material respects in the aggregate, expected to result in a Company Material Adverse Effect.
(d) ordinary course of business and consistent with past practices of the Company. Since the Acquisition DateBalance Sheet Date (A) and prior to the date of this Agreement, (i) neither the Company nor any Company Subsidiary, nor, of its Subsidiaries has acted or failed to act in a manner that would have been prohibited by Section 4.2 if the terms of such Section had been in effect as of and after the Balance Sheet Date and prior to the Company’s knowledgedate of this Agreement; and (B) there has not occurred, and neither the Company nor any of its Subsidiaries has incurred or suffered, any directorchange, officercircumstance, employeeeffect, auditor, accountant, event or Representative of the Company or any Company Subsidiary, fact that has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged resulted in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofa Material Adverse Effect.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (Applera Corp)
Financial Statements. (a) The Company has made available to Spartan true and complete copies Set forth on Schedule 4.8 hereto is the Company’s unaudited statement of (i) operations for the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of 12 months ended December 31, 2019 2006 and December 31, 2020 (the unaudited balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended 2006 (collectively, the “Unaudited Financial Statements”), which . The Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presentsstatements present fairly, in all material respects, the financial position, results of operations assets and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature liabilities (whether accrued, absolute, contingent or otherwise) required of the Company, as of such date, and the sales and earnings of the Company during the period covered thereby, in all material respects, and have been prepared in substantial accordance with GAAP. The financial condition and results of operations for the Company as disclosed in the Unaudited Financial Statements and the Financial Statements shall be materially similar in all respects. Seller has delivered, or will deliver prior to be reflected on a balance sheet Closing, to the Purchaser copies of the following financial statements (which include all notes and schedules attached thereto), all of which are true, complete and correct, have been prepared from the books and records of the Company in accordance with Dutch GAAPGAAP consistently applied with past practice and fairly present the financial condition, except forassets, liabilities and results of operations of the Company as of the dates thereof and for the periods covered thereby: the audited balance sheet of the Company as at December 31, 2005 and 2006, and the related statements of operations, and of cash flows the Company for the period then ended and the unaudited balance sheet of the Company as at March 31, 2005 and 2006, and the related statements of operations, and of cash flows the Company for the period then ended (i) liabilities that were incurred such statements, including the related notes and schedules thereto, are referred to herein as the “Financial Statements.” In such Financial Statements, the statements of operations do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business since except as set forth in Schedule 4.8, and the date financial statements for the interim periods indicated include all adjustments, which consist of only normal recurring accruals, necessary for such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which fair presentation. There are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, norno facts, to the Companybest of Seller’s knowledge, that under generally accepted accounting principles consistently applied, would alter the information contained in the foregoing Financial Statements in any directormaterial way. The Final Closing Balance Sheet will be complete and correct in all material respects determined in accordance with GAAP. For the purposes hereof, officer, employee, auditor, accountant, or Representative the balance sheet of the Company or any Company Subsidiaryas of December 31, has received or otherwise had or obtained knowledge of any complaint2006 is referred to as the “Balance Sheet” and December 31, allegation, assertion or claim, whether written or, 2006 is referred to as the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof“Balance Sheet Date”.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Stock Purchase Agreement (CTT International Distributors Inc.)
Financial Statements. (a) The Company has made available Borrowers have heretofore delivered to Spartan true and complete copies of the Lenders the following financial statements:
(i) the consolidated balance sheets and statements of operations, shareholders' equity and cash flows of the Borrowers and their Subsidiaries, as of and for the fiscal years ended December 31, 1999, December 31, 2000, and December 31, 2001, audited and accompanied by an opinion of the Borrowers' independent public accountants;
(ii) the unaudited consolidated balance sheets sheet and statement of operations of the Company Borrowers and their Subsidiaries, as of and for the Fiscal Months ended January, 2002 and February, 2002, certified by the chief financial officer of Option Care that such financial statements fairly present the financial condition of the Borrowers and their Subsidiaries as at such dates and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows results of the Company operations of the Borrowers and the Company their Subsidiaries for the years then period ended on such dates and that all such financial statements, including the related schedules and notes thereto have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved; and
(collectivelyiii) consolidated quarterly profit and loss statements, balance sheets and cash flow projections for the “Unaudited Financial Statements”Borrowers and their Subsidiaries (including all Foreign Subsidiaries), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with GAAP, for the International Financial Reporting Standards 2002 Fiscal Year, and on an annual basis for Fiscal Years 2003 and 2004, together with the written assumptions on which such projections are based. Except as adopted by the European Union (“IFRS”) applied disclosed on a consistent basis throughout the periods indicated SCHEDULE 6.05, such financial statements (except as may be indicated in for the notes theretoprojections) and (ii) fairly presentspresent fairly, in all material respects, the respective consolidated financial position, position and results of operations and cash flows of the Company respective entities as of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the Company Subsidiaries as absence of footnotes in the date thereof case of such unaudited or pro forma statements. The projections were prepared by the Borrowers in good faith and for the period indicated therein, except as otherwise noted thereinwere based on assumptions that were reasonable when made.
(b) Attached Except as Section 4.07(bdisclosed on SCHEDULE 6.05, since December 31, 2001, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Borrowers or any of their Subsidiaries from that set forth in the December 31, 2001 financial statements referred to in clause (i) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended paragraph (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoa) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeabove.
(c) Except as and to None of the extent set forth Borrowers or any of their Subsidiaries has on the 2020 Balance Sheetdate hereof any contingent liabilities, the Company does not have any liability liabilities for taxes, forward or obligation of a nature long-term commitments (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred other than those entered into in the ordinary course of business since the date of such 2020 Balance Sheet; (iibusiness) obligations or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregatebalance sheets as at the end of their respective fiscal years ended in 2001, expected referred to result above, as provided for in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountantSCHEDULE 6.05 annexed hereto, or Representative of the Company as otherwise permitted pursuant to this Agreement, or any Company Subsidiary, has received as referred to or otherwise had reflected or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary for in the terms and conditions of employment because of any act of such employee financial statements described in 18 U.S.C. sec. 1514A(a)this Section 6.05.
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true True and complete copies of (i) the unaudited audited consolidated balance sheets sheet of the Company and for each of the Company Subsidiaries as of December 31, 2019 and two fiscal years ended December 31, 2020 and 2021, and the related audited consolidated statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, (collectively, the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet as of the Company for the fiscal year ended December 31, 20202022 and the period from January 1, the “2020 Balance Sheet”) 2023 to April 30, 2023, and the related unaudited consolidated statements of operations income, retained earnings, shareholders’ equity and cash flows changes in financial position of the Company Company, together with all related notes and schedules thereto (December 31, 2021 is hereinafter referred to as the Company Subsidiaries for the years then ended “Balance Sheet Date”) (collectively, the “Unaudited Financial Statements” and, collectively with the Audited Financial Statements, the “Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of have been delivered by the Company Disclosure Scheduleto the Purchaser. Each of the Unaudited The Financial Statements (including the notes thereto) (i) was were prepared in accordance with the International Financial Reporting Standards books of account and other financial records of the Group Companies, (ii) present fairly the consolidated financial condition and results of operations of the Group Companies as adopted by of the European Union dates thereof and for the periods covered thereby, (“IFRS”iii) have been prepared in accordance with the Applicable Accounting Standard applied on a basis consistent basis throughout with the past practices of the Group Companies, and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods indicated covered thereby.
(except as may be indicated b) All of the accounts receivable owing to any Group Company, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are good and collectible in the notes thereto) and (ii) fairly presents, ordinary course of business in all material respects, and reserves therefor shown on the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied are adequate and on a basis consistent basis throughout with the periods indicated (except as may Applicable Accounting Standard. No further goods or services are required to be indicated provided in order to complete the notes thereto) sales and fairly presentto entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, in all material respectsrefusals to pay, the financial position, results or other rights of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject set-off with respect to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeany Group Company.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the No Group Company does not have has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: Liabilities other than (i) liabilities that were Liabilities reflected or reserved in the Financial Statements, and (ii) Liabilities incurred in the ordinary course of business since after the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to Sheet Date which the Company or any Company Subsidiary is a party; or (iii) such other liabilities do not and obligations which are would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available furnished to Spartan true and complete copies of the Purchasers (i) the unaudited consolidated audited balance sheets sheet and related statements of operations, stockholders' equity (deficit) and cash flows for the Company as at and for the Company Subsidiaries as of year ended December 31, 2019 and December 31, 2020 1995 (the "Audited Financial Statements"), and (ii) the unaudited balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations operations, stockholders' equity (deficit) and cash flows of for the Company for the period ending March 31, 1996 (the "Unaudited Financial Statements") (the Audited Financial Statements and the Company Subsidiaries for the years then ended (Unaudited Financial Statements, collectively, the “Unaudited "Financial Statements”"), which Unaudited . The Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of have been prepared in accordance with generally accepted accounting principles consistently applied, except that the Unaudited Financial Statements (including do not contain footnotes and are subject to year-end adjustment. The Financial Statements fairly present in all material respects the notes thereto) financial position and results of operations of the Company as at the dates thereof and for the periods covered thereby. Since March 31, 1996, after giving effect to the consideration that the Company is a development stage company which has incurred substantial operating losses and expects to incur further operating losses, and that developments concerning the Company must be assessed in that context, (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated there has been no change in the notes thereto) assets, liabilities or financial condition of the Company except for changes in the ordinary course of business which, individually and in the aggregate, have not been materially adverse and (ii) fairly presentsthe business, in all material respectsprospects, the financial positioncondition, results of operations and cash flows operations, property or affairs of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, whichor its subsidiaries have not been materially adversely affected by any occurrence or development, individually or in the aggregate, have not been, other than occurrences and would not reasonably be expected to be, material to developments generally affecting the Company economy and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared industry in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in operates. For Purchasers purchasing at the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither Final Closing the Company nor any Company Subsidiaryhas furnished to such Purchasers unaudited balance sheets and related statements of operations, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of stockholder's equity (deficit) and cash flows for the Company or any Company Subsidiaryfor the periods ending March 31, has received or otherwise had or obtained knowledge 1996, June 30, 1996, and September 30, 1996, and such information shall be deemed Financial Statements for purposes of any complaintthis Section 3.8."
6. The Series F Purchase Agreement is amended to add the following new Section 3.23, allegation, assertion or claim, whether written or, to which section provides for the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of representation and warranty by the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and regarding certain Small Business Administration (ii"SBA") there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).Forms:
Appears in 1 contract
Samples: Series F Convertible Preferred Stock and Warrant Purchase Agreement (Ascent Pediatrics Inc)
Financial Statements. (a) The Company has made available to Spartan true and complete copies of (i) the unaudited The audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2009 and the related unaudited consolidated statements of operations income and cash flows flow of the Company and the Company Company, together with its consolidated Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with for the International Financial Reporting Standards as adopted four-quarter period ending December 31, 2009, reported on and accompanied by the European Union a report from Ernst & Young LLP (“IFRSE&Y”) applied on a consistent basis throughout (the periods indicated (except as may be indicated in “Audited Financial Statements”), copies of which have heretofore been furnished to the notes thereto) and (ii) Plan Sponsors, present fairly presents, in all material respects, respects the consolidated financial position, position of the Company and its consolidated Subsidiaries as at such date and the consolidated results of operations and cash flows of the Company and the Company its consolidated Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted thereinthen ended.
(bii) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the The unaudited consolidated balance sheet as of September 30, 2010 and related statements of income and cash flow of the Company, together with its consolidated Subsidiaries (including the notes thereto) for the fiscal quarter ending September 30, 2010 (the “Unaudited Financial Statements” and, together with the Audited Financial Statement, the “Historical Financial Statements”), copies of which have heretofore been furnished to the Plan Sponsors, present fairly in all material respects the consolidated financial position of the Company and the Company its consolidated Subsidiaries as of March 31, 2021 at such date and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company its consolidated Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholesuch fiscal quarter.
(ciii) Except as (x) disclosed or reflected in the financial statements referred to in clauses (i) or (ii) of this Section 43(h) or (y) incurred in the ordinary course of business consistent with past practice since September 30, 2010 in an aggregate amount not in excess of $100,000, and to except for obligations incurred in connection with the extent set forth on bankruptcy cases commenced by the 2020 Balance SheetTSN Debtors (the “Chapter 11 Cases”) and that certain Debtor-In-Possession Credit, Security & Guaranty Agreement, dated as of [ ],October 21, 2010, by and among the TSN Debtors, the Company, the lenders party thereto and [ ]the Bank of New York Mellon (the “DIP Agreement”),9 none of the Company does not have or its Subsidiaries has any liability liabilities or obligation obligations of a any nature (whether accrued, absolute, contingent or otherwise) required that has had or would reasonably be expected to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are nothave, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative . The only Indebtedness of the Company or any Company Subsidiaryand its Subsidiaries immediately following the Effective Date shall be the outstanding Indebtedness under that certain Terrestar-2 Purchase Money Credit Agreement, has received or otherwise had or obtained knowledge dated as of any complaintFebruary 5, allegation2008, assertion or claim, whether written or, to the knowledge of among the Company, oralas borrower, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).U.S. Bank National Association,
Appears in 1 contract
Financial Statements. (a) 4.10.1 The Company has made available previously delivered to Spartan Buyer true and complete copies of (i) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true correct and complete copies of the unaudited following consolidated financial statements: (A) the audited balance sheet of the Company and the Company Subsidiaries as of March 31December 25, 2021 1994 and the related unaudited consolidated audited statements of operations income, retained earnings and cash flows for the year then ended; (B) the unaudited balance sheet of the Company and the Company Subsidiaries for as of December 31, 1995 and the quarterly period then ended (collectivelyrelated unaudited statements of income, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations retained earnings and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinyear then ended. The documents set forth in (A) and (B) of this paragraph are referred to collectively herein as the "Financial Statements." The December 25, 1994 balance sheet included in the Financial Statements is referred to herein as the "Base Balance Sheet."
4.10.2 Except as set forth in the Disclosure Letter, and with respect only to Financial Statements which are unaudited except as otherwise noted therein and subject to for normal and recurring year-end adjustments, which, individually or the Financial Statements: (A) are in accordance with the books and records of the Company and the Subsidiaries; (B) are complete and correct and present fairly the consolidated financial position of the Company and the Subsidiaries as of the dates thereof and the consolidated results of operations and cash flow for the periods covered thereby; (C) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods covered thereby; and (D) reflect adequate reserves for all known liabilities and reasonably anticipated losses.
4.10.3 Except as set forth in the aggregateDisclosure Letter, during the periods reflected in the Financial Statements and on a consolidated basis, the Company and the Subsidiaries did not have not beenany extraordinary items of income or profits, except as fairly and would not reasonably be expected accurately disclosed on the Financial Statements.
4.10.4 The Company has previously delivered to beBuyer true and correct and complete copies of, material with respect to the Company and each Subsidiary: (A) all accountants' reports for the Company Subsidiarieslast three years (including without limitation, taken all "management letters" and "management reports"); (B) all auditor's letters regarding internal accounting controls for the last three years; (C) all attorneys responses to audit letters for the last three years; (D) the most recently prepared projections prepared for the current fiscal year ending December 31, 1995 and all budgets and projections prepared for the fiscal year ending December 29, 1996 (provided, however, that no representation is made as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have achievability of any liability budgets or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheetprojections); (iiE) obligations the most recent reviews or comparisons of actual versus projected or budgeted results for future performance under any contract to which the Company or any Company Subsidiary is a partycurrent fiscal year; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (iiF) there have been no internal investigations regarding accounting any documents relating to extraordinary write-downs or revenue recognition discussed with, reviewed by or initiated at write-offs during the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofpast three years.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Stock Purchase and Redemption Agreement (Jacor Communications Inc)
Financial Statements. (a) The Company has made available Borrowers have heretofore delivered to Spartan true and complete copies of the Lenders the following financial statements:
(i) the consolidated balance sheets and statements of operations, shareholders' equity and cash flows of the Borrowers and their Subsidiaries, as of and for the fiscal year ended December 31, 2001, audited and accompanied by an opinion of the Borrowers' independent public accountants;
(ii) the unaudited consolidated balance sheets sheet and statement of operations of the Company Borrowers and their Subsidiaries, as of and for the Fiscal Months ended January 25, 2002 and February 22, 2002, certified by the chief financial officer of CTG that such financial statements fairly present the financial condition of the Borrowers and their Subsidiaries as at such dates and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows results of the Company operations of the Borrowers and the Company their Subsidiaries for the years then period ended on such dates and that all such financial statements, including the related schedules and notes thereto have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved; and
(collectivelyiii) consolidated quarterly profit and loss statements, balance sheets and cash flow projections for the “Unaudited Financial Statements”Borrowers and their Subsidiaries (including all Foreign Subsidiaries), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with GAAP, for the International Financial Reporting Standards 2002 Fiscal Year, and on an annual basis for Fiscal Years 2003 and 2004, together with the written assumptions on which such projections are based. Except as adopted by the European Union (“IFRS”) applied disclosed on a consistent basis throughout the periods indicated SCHEDULE 5.05, such financial statements (except as may be indicated in for the notes theretoprojections) and (ii) fairly presentspresent fairly, in all material respects, the respective consolidated financial position, position and results of operations and cash flows of the Company respective entities as of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the Company Subsidiaries as absence of footnotes in the date thereof case of such unaudited or pro forma statements. The projections were prepared by the Borrowers in good faith and for the period indicated therein, except as otherwise noted thereinwere based on assumptions that were reasonable when made.
(b) Attached Except as Section 4.07(bdisclosed on SCHEDULE 5.05, since December 31, 2001, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Borrowers or any of their Subsidiaries (other than Inactive Subsidiaries) from that set forth in the December 31, 2001 financial statements referred to in clause (i) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended paragraph (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoa) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeabove.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company Borrowers or any Company Subsidiary of their Subsidiaries has dischargedon the date hereof any contingent liabilities, demotedliabilities for taxes, suspendedunusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, threatened, harassed except as referred to or in any other manner discriminated against an employee of the Company reflected or any Company Subsidiary provided for in the terms and conditions balance sheets as at the end of employment because of any act of such employee their respective fiscal years ended in 2001, referred to above, as provided for in SCHEDULE 5.05 annexed hereto, or as otherwise permitted pursuant to this Agreement, or as referred to or reflected or provided for in the financial statements described in 18 U.S.C. sec. 1514A(a)this Section 5.05.
Appears in 1 contract
Financial Statements. (ai) The Company has made available to Spartan true and complete Attached hereto as Schedule 5.2(e)(i) are copies of the following: (iA) the consolidated balance sheets of the Companies as of December 31, 2005 and the related consolidated statement of operations and income, equity, and cash flogs for the fiscal year then ended, (B) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries Companies as of December 31June 30, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2006 and the related unaudited consolidated statements statement of operations and cash flows of the Company and the Company Subsidiaries income for the years six (6) months then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”) and (C) a statement of the outstanding Debt as of June 30, 2006 (items (A). , (B) and (C), collectively, the “Financial Statements”).
(ii) The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoA) and fairly present, in all material respects, the operating results, the financial positioncondition:, results of operations changes in equity and cash flows flow of the Company Companies on the dates and for the periods indicated, and (B) were materially prepared in accordance with GAAP; provided, however, that the Interim Financial Statements are subject to normal year-end adjustments and lack footnotes and other presentation items. The Financial Statements make, and the Company Subsidiaries Closing Date Balance Sheet will make full and adequate disclosure of, and provision for, all obligations and liabilities of the Companies as of the date dates thereof in accordance with GAAP, including, without limitation, hall and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) adequate disclosure of all Debt. Except as and to the extent set forth on the 2020 Balance SheetInterim Financial Statements or as disclosed herein or in the Schedules hereto, and except for trade payables and accrued expenses incurred in the ordinary course of business, the Company does not Companies have any liability no liabilities, debts, claims, or obligation of a nature (obligations, whether accrued, absolute, contingent or otherwise) required , whether due or to be become due, which arose on or after the date of the Interim Financial Statements or known to Amani or Economy. The accounts receivable (less any reserves reflected on a balance sheet prepared the Closing Date Balance Sheet) are valid and collectible.
(iii) Except as set forth in accordance with Dutch GAAPSchedule 5.2(e)(iii) hereto, except forsince the date of the Interim Financial Statements: (iA) liabilities that were incurred there has not been any Material Adverse Effect on or with respect to either of the Companies; (B) the Businesses have operated only in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under and have not made any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or change in the aggregate, expected method utilized to result in a Company Material Adverse Effect.
(d) Since calculate commissions payable to its agents or employees or increased the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge compensation of any complaintof its employees, allegationother than pay raises implemented in the ordinary coarse of business.), assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (iiC) there the Businesses have been no internal investigations regarding accounting not experienced any material damage or revenue recognition discussed with, reviewed destruction (not covered by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(einsurance) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission material portion of any crime or the violation or possible violation either of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)their assets.
Appears in 1 contract
Financial Statements. Schedule 5.6 contains the following financial statements of each Company (collectively, the “Financial Statements”):
(a) The Company has made available to Spartan true and complete copies of (i) the unaudited audited consolidated balance sheets sheet of the each Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 2012 (the “Latest Balance Sheet Date”), and the related audited consolidated statements of income, shareholders’ or members’ equity and cashflows for the year then ended, together with a true and correct copy of the report on such audited information by Cross, Xxxxxxxxx & Xxxxx, LLP, and all letters from such accountants with respect to the results of such audits;
(b) The audited consolidated balance sheet of each Company as of December 31, 20202011, the “2020 Balance Sheet”) and the related unaudited audited consolidated statements of operations income, shareholders’ or members’ equity and cash flows cashflows for the year then ended together with a true and correct copy of the Company report on such audited information by Cross, Xxxxxxxxx & Xxxxx, LLP, and all letters from such accountants with respect to the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.such audits;
(bc) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the The unaudited consolidated balance sheet of the each Company as of April 30, 2013, and the Company Subsidiaries as of March 31, 2021 and the unaudited related unaudited consolidated statements of operations income, shareholders’ or members’ equity and cash flows of the Company and the Company Subsidiaries cashflows for the quarterly period portion of such Company’s fiscal year then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) are complete and fairly present, correct in all material respects, are consistent in all material respects with the Books and Records, and, other than as set forth on Schedule 5.6, fairly present in all material respects the financial positioncondition, assets and liabilities of each Company, taken as a whole, as of their respective dates and the results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinperiods related thereto in accordance with GAAP, except as otherwise noted therein that the Interim Financial Statements lack the footnote disclosure and are subject to normal and recurring year-end adjustmentsadjustments otherwise required by GAAP, whichwhich to the Seller’s Knowledge will not be material individually or in the aggregate. Since the date of the most recent Interim Financial Statement there has been no material change in either Company’s reserve or accrual amounts or policies. Each Company and each of their respective Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in all material respects in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity in all material respects with generally accepted accounting principles and to maintain asset and liability accountability, (iii) access to assets or incurrence of liability is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any differences, except to the extent that any failure would not prevent Closing or, individually or in the aggregate, have not been, and would not reasonably be expected to be, a material to adverse effect on the Company and the Company SubsidiariesCompanies, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete copies of (i) the unaudited consolidated balance sheets financial statements (including, in each case, any notes thereto) of the Company and its Subsidiaries for the Company Subsidiaries as of years ended December 31, 2019 2012 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2011 and the related unaudited audited consolidated financial statements of operations and cash flows (including, in each case, any notes thereto) of the Company and the Company its Subsidiaries for the years then year ended (collectivelyDecember 31, 2013 and for the “Unaudited Financial Statements”)six months ended June 30, 2014, complete copies of which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) have been delivered to Parent, (i) was were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and covered thereby, (ii) were prepared in accordance with the books of account and other financial records of the Company, and (iii) each fairly presents, in all material respects, the consolidated financial position, results of operations operations, changes in shareholders’ equity and cash flows of the Company and the Company its Subsidiaries as of at the date respective dates thereof and for the period respective periods indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, audited consolidated balance sheet of the Company does not have and its Subsidiaries as of June 30, 2014, including the notes thereto, neither the Company nor any Subsidiary thereof has any liability or obligation of a any nature (whether known or unknown, accrued, absolute, contingent contingent, liquidated or unliquidated, due or to become due, determined, determinable or otherwise) , and whether or not required by GAAP to be reflected set forth on a consolidated balance sheet prepared in accordance with Dutch GAAPof the Company), except for: for (i) current liabilities that were and obligations (including purchasing obligations) incurred in the ordinary course Ordinary Course of business Business since June 30, 2014 which are of the date same character and nature as the liabilities set forth on the audited consolidated balance sheet of such 2020 Balance Sheetthe Company and its Subsidiaries as of June 30, 2014, including the notes thereto, and (ii) liabilities and obligations to the extent disclosed on Section 4.07(b) of the Company Disclosure Schedule.
(c) Except as set forth in Section 4.07(c) of the Company Disclosure Schedule, the Company maintains a system of internal accounting controls for itself and its Subsidiaries that provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) obligations for future performance under any contract transactions are recorded as necessary to which permit preparation of the financial statements of the Company or any Company Subsidiary is a partyand its Subsidiaries in accordance with GAAP and to maintain accountability for their respective assets; or and (iii) such other liabilities access to the assets of the Company and obligations which are not, individually or its Subsidiaries is permitted only in the aggregate, expected to result in a Company Material Adverse Effectaccordance with management’s authorization.
(d) Since the Acquisition Date, (iExcept as set forth in Section 4.07(d) neither of the Company nor any Company SubsidiaryDisclosure Schedule, northere is no “off-balance sheet” transaction, to the Company’s knowledge, any director, officer, employee, auditor, accountant, arrangement or Representative of relationship between the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of Subsidiary thereof and any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controlsunconsolidated Person, including any such complaintstructured finance, allegationspecial purpose, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereoflimited purpose Person.
(e) To the knowledge Company’s Knowledge, except as set forth in Section 4.07(e) of the CompanyCompany Disclosure Schedule, there are no significant deficiencies or material weaknesses in either the design or operation of internal controls of the Company or any Subsidiary thereof that are reasonably likely to adversely affect the ability of the Company or any Subsidiary thereof to record, process, summarize and report financial information in a materially accurate manner. The Company has no Knowledge of any fraud or suspected fraud involving any current or former employee of the Company or any Company Subsidiary who has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary had a role in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)internal controls related to financial reporting.
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true Purchaser a correct and complete copies copy of a consolidated audited balance sheet (iincluding the notes thereto) the unaudited consolidated balance sheets of the Company and its Subsidiaries for each of the Company Subsidiaries as of years ended December 31, 2020, December 31, 2019 and December 31, 2020 2018, together with the consolidated audited statements of income and cash flows for each of the period of twelve (the balance sheet as of 12) months ended December 31, 2020, the “2020 Balance Sheet”) December 31, 2019 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended December 31, 2018 respectively (collectively, the “Unaudited Audited Financial Statements”), which Unaudited . The Audited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was were prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP applied on a consistent basis throughout the periods indicated covered thereby (except as may be indicated in the notes thereto) ), are consistent with the books and (ii) records of the Company and its Subsidiaries and fairly presents, present in all material respects, respects the financial positioncondition, results of operations and income and cash flows of the Company and the Company Subsidiaries its Subsidiaries, as of the date thereof and for the period indicated thereinindicated, except as otherwise noted thereinset forth in the notes thereto.
(b) Attached as Section 4.07(b) of the The Company Disclosure Schedules are true has made available to Purchaser a correct and complete copies copy of the a consolidated unaudited consolidated balance sheet of the Company and the Company its Subsidiaries as of March 31June 30, 2021 (such unaudited balance sheet, the “Most Recent Balance Sheet”, and such date, the related “Balance Sheet Date”), together with the applicable consolidated unaudited consolidated statements statement of operations income and cash flows of the Company and the Company Subsidiaries for the quarterly six (6) month period then ended on June 30, 2021 (collectivelythe “Unaudited Financial Statements” and, collectively with the Audited Financial Statements, the “Interim Financial Statements”). The Interim Unaudited Financial Statements were prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in covered thereby, are consistent with the notes thereto) books and records of the Company and its Subsidiaries and fairly present, present in all material respects, respects the financial positioncondition, results of operations and income and cash flows of the Company and the Company Subsidiaries its Subsidiaries, as of the date dates thereof and for the period indicated thereinperiods indicated, except as otherwise noted therein that the Unaudited Financial Statements do not contain notes and are subject to normal and recurring year-end adjustments, adjustments (which, individually or in the aggregate, have will not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholematerial).
(c) Except The Company and each of its Subsidiaries maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and each of its Subsidiaries and to maintain accountability for the extent set forth on the 2020 Balance SheetCompany’s and each such Subsidiary’s assets, (iii) access to assets of the Company does not have any liability or obligation and each of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared its Subsidiaries is permitted only in accordance with Dutch GAAPmanagement’s authorization, except for: (iiv) liabilities that were incurred in the ordinary course reporting of business since the date assets of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary and each of its Subsidiaries is compared with existing assets at regular intervals, and (v) accounts, notes and other receivables and inventory were recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a party; or (iii) such other liabilities current and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effecttimely basis.
(d) Since the Acquisition Date, (i) neither The minute books and other similar records of the Company nor and each of its Subsidiaries contain complete and accurate records of all actions taken at any Company Subsidiary, nor, to meetings of the Company’s knowledgeor such Subsidiary’s stockholders, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company (or comparable governing body) or any committee thereof.
(e) To the knowledge thereof and all written consents executed in lieu of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission holding of any crime or such meeting since the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)Lookback Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Progress Software Corp /Ma)
Financial Statements. (a) The Company Borrower has heretofore delivered, or made available available, to Spartan true and complete copies of the Lenders the following financial statements:
(i) the unaudited audited consolidated balance sheets of the Company sheet and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations operations, stockholders' equity and cash flows of the Company Borrower and its Subsidiaries as of and for the fiscal years ended December 31, 1997 (as set forth in the Proxy Statement, or incorporated by reference therein from the Borrower's SEC Form 10-K, for such fiscal year) and December 31, 1998, reported on by Deloitte & Touche LLP, independent public accountants;
(ii) the unaudited condensed consolidated balance sheet and related statements of operations, stockholders' equity and cash flows of the Borrower and its Subsidiaries as of and for the three-month period ended September 30, 1998 (as set forth in the Proxy Statement, or incorporated by reference therein from the Borrower's SEC Form 10-K, for the applicable period);
(iii) the unaudited (or, to the extent available, audited) consolidated balance sheet and related statements of operations, stockholders' equity and cash flows of the broadcasting assets acquired in the Xxxxx Acquisition and the Company Subsidiaries Pulitzer Acquisition, as of and for the fiscal years then ended December 31, 1996 and December 31, 1997, respectively;
(collectivelyiv) the unaudited condensed consolidated balance sheet and related statements of operations, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) stockholders' equity and cash flows of the Company Disclosure Schedule. Each broadcasting assets being acquired in the Xxxxx Acquisition and the Pulitzer Acquisition, as of and for the Unaudited Financial Statements three-month period ended September 30, 1998; and
(v) the unaudited pro forma combined condensed balance sheet as at September 30, 1998 prepared under the assumption that the Pulitzer Acquisition and the Xxxxx Acquisition (including the notes theretoTransactions contemplated under this Agreement) had occurred on September 30, 1998 (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated set forth in the notes thereto) and (ii) fairly presentsProxy Statement). Such financial statements present fairly, in all material respects, the actual or pro forma (as the case may be) financial position, position and the actual or pro forma (as the case may be) results of operations and cash flows of the Company and the Company Subsidiaries respective entities as of the date thereof such dates and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared such periods in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly presentGAAP, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or audit adjustments and the absence of footnotes in the aggregate, have not been, and would not reasonably be expected case of the statements referred to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; clauses (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or ), (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date), (iiv) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (iiv) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofabove.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: 364 Day Credit Agreement (Hearst Argyle Television Inc)
Financial Statements. (aAnnexed hereto as Exhibit 4.01(d)(1) The Company has made available to Spartan true and complete are -------------------- ------------------ copies of (i) the unaudited consolidated balance sheets financial statements for the last three fiscal years of the Company and the Company Subsidiaries as of ended December 31, 2019 1999, 1998 and December 311997, 2020 respectively, (ii) the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated monthly financial statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinfrom January 1, except as otherwise noted therein.
(b) Attached as Section 4.07(b) 2000 through the last day of the Company Disclosure Schedules are true and complete copies of calendar month ending immediately prior to the Closing Date, (iii) the unaudited consolidated balance sheet of the Company and the Other Company Subsidiaries (the "Companies") as of March June 30, 2000, (iv) the --------- unaudited combined financial statements of the Companies for the years ended December 31, 2021 1998 and 1999 and January 31, 1999 and 2000, respectively, and (v) the related unaudited consolidated financial statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then six months ended June 30, 2000 (collectivelysuch financial statements, together the “Interim "Financial Statements”"). The Interim -------------------- unaudited Financial Statements were prepared provided for in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoSections 4.01(d)(iii) and fairly present(v) have been reviewed by the Company's independent accountants, whose comments thereon are included therewith. The financial statements of the Companies for the fiscal year ended December 31, 1999 and the six-month period ended June 30, 2000, reflect the assets, liabilities, net worth, profit and loss and, if included therein, cash flow of the Company as at the respective dates of such statements and for the respective periods then ended, are complete and correct in all material respects, and present fairly the financial position, condition and results of operations and cash flows of the Company as at the dates of such statements, and, except with respect to the failure to record depreciation and accumulated depreciation, have been prepared in accordance with GAAP, applied on a consistent basis. The books of account and records of the Company Subsidiaries as have been maintained in accordance with good business practice and reflect fairly all properties, assets, liabilities and transactions of the date thereof Company. The Company has no liabilities or obligations of any kind (whether known or unknown, accrued or unaccrued, absolute or contingent, asserted or unasserted, direct or indirect, liquidated or unliquidated, due or to become due, or otherwise) which are not fully accrued or reserved against in the Company's Consolidated Financial Statements as at June 30, 2000 and for the period indicated thereinending June 30, 2000 (except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred changes in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) June 30, 2000 and liabilities and obligations for future performance under any contract that are not required to which the Company or any Company Subsidiary is a party; or (iii) such other be disclosed in accordance with GAAP and liabilities and obligations which are not, individually or in the aggregate, expected material to result the Company or the Business). Except as set forth on Exhibit 4.01(d)(2), the Company has no accounts ------------------ receivable or other debts that the Company believes to be incapable of collection on a basis consistent with past practice and experience as of the Closing Date. Except as set forth on Exhibit 4.01(d)(2) and except in a connection ------------------ with the leases with respect to automobiles ("Automobile Leases"), since June ----------------- 30, 2000, the Company Material Adverse Effect.
has conducted the Business only in the ordinary and usual course consistent with past practice and has not experienced any material adverse change in the Business or the financial condition of the Company. Except as set forth on Exhibit 4.01(d)(2), or in connection with the Automobile Leases ------------------ since December 31, 1999 the Company has had no declaration, setting aside, or payment of any dividend or other distribution (dwhether in cash, securities, property or otherwise) Since in respect of the Acquisition Company's capital stock. Except as set forth on Exhibit 4.01(d)(1), between December 31, 1999 and the Closing Date, (i) ----------------- neither the Company nor the Shareholders have withdrawn, expended or applied any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, cash or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge other assets of the Company, oral, regarding except in the accounting or auditing practices, procedures, methodologies or methods ordinary course of operations of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged Business in questionable accounting or auditing accordance with past practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or and except as contemplated in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(aSection 4.01(c)(v).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true True, correct and complete copies of the following financial statements have been made available to Buyer: (i) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company its Subsidiaries as of March May 31, 2021 (such balance sheet, the “Latest Balance Sheet” and the date of such balance sheet, the “Balance Sheet Date”) and the related unaudited consolidated statements of operations operations, members’ equity, and cash flows for the periods then ended (the “Unaudited Financial Statements”), and (ii) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2020, December 31, 2019 and December 31, 2018, and the Company Subsidiaries related consolidated statements of operations, members’ equity, and cash flows for the quarterly period periods then ended together with the notes thereto, accompanied by the reports thereon of the Seller’s independent auditors (collectivelythe “Audited Financial Statements” and, collectively with the Unaudited Financial Statements, the “Interim Financial Statements”). The Interim Except as set forth on Schedule 3.5, the Financial Statements were (a) are correct and complete in all material respects and have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (GAAP consistently applied, except as may be indicated in the notes theretothereto and subject, in the case of Unaudited Financial Statements, to the absence of footnotes and normal year-end adjustments, none of which are material in nature or amount, whether individually or in the aggregate, (b) and fairly present, in all material respects, the financial position, results of operations operations, members’ equity, and cash flows of the Company Seller and the Company its Subsidiaries on a consolidated basis, as of the date thereof dates and for the period periods indicated therein(subject, except as otherwise noted therein in the case of Unaudited Financial Statements, to the absence of footnotes and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been), and would not reasonably be expected to be, material to (c) were prepared in accordance with the books and records of the Company and its Subsidiaries. The books, accounts and records of the Company Subsidiariesand its Subsidiaries are, taken as and have been, maintained in accordance with GAAP and standard industry practice. The Company has established and adhered to a wholesystem of internal accounting controls that is designed to provide reasonable assurance regarding the reliability of financial reporting. In the three (3) fiscal years completed prior to the fiscal year in which the Closing occurs and through the Balance Sheet Date, there has not been (x) any significant deficiency or weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of the financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoing.
(b) The accounts receivable of the Company and its Subsidiaries (the “Accounts Receivable”) are reflected properly on their books and records, represent bona fide and valid obligations arising from sales actually made, or services actually performed, by the Company and its Subsidiaries (or predecessor businesses) in the ordinary course or business and are current and collectible in the ordinary course or business. The Accounts Receivable, including all reserves shown in the Unaudited Financial Statements, have been calculated in accordance with GAAP. There is no contest, claim or right to set-off, other than returns and claims in the ordinary course or business, under any agreement with any obligor of an Account Receivable relating to the amount or validity of such Account Receivable, and no bankruptcy, insolvency or similar Proceedings have been commenced by or against any such obligor.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation The Inventory consists of a nature (whether accruedquality, absolutequantity and condition usable for the purposes for which it was procured or manufactured, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred and is salable in the ordinary course of business since business, except for obsolete items, excess items or items of below-standard quality, all of which are not material. All of the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which Inventory is owned by the Company or its Subsidiaries free and clear of any Lien other than Permitted Liens. No inventory is held on a consignment basis. Inventory levels are not in excess of normal operating requirements of the Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effectits Subsidiaries.
(d) Since The Company has applied for and/or has received funds or other payments (“Provider Relief Funds”) that have been made available pursuant to certain CARES Act and/or other COVID-19 pandemic federal and/or state governmental programs and/or relief efforts (“COVID-19 Relief Programs”) and is in compliance with any and all terms and conditions that are applicable to the Acquisition DateCompany’s receipt and use of such Provider Relief Funds and payments. Schedule 3.5(d) includes a full and accurate listing of the COVID-19 Relief Programs that the Company is participating in or is a beneficiary of, (i) together with the amounts received by the Company on a per COVID-19 Relief Program basis and the amounts, if any, that remain unused. Except as provided in the previous sentence, neither the Company nor any Company Subsidiary, nor, of its Subsidiaries has any outstanding and unforgiven loans that were granted pursuant to the Company’s knowledge, any director, officer, employee, auditor, accountant, CARES Act or Representative of similar laws (including pursuant to the Paycheck Protection Program). All information submitted by the Company or its Subsidiaries to any Company Subsidiary, has received or otherwise had or obtained knowledge Governmental Body in connection with the provision of any complaintfederal, allegationstate and local COVID-19 related relief was true and correct at the time of submission, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of including any and all certifications made by the Company or such Subsidiary on any application form submitted in connection therewith. The Company or its applicable Subsidiary or their respective internal accounting controls, including has submitted all attestation documentation required with respect to receipt of any such complaintrelief, allegation, assertion or claim that the Company or any Company Subsidiary and has engaged in questionable accounting or auditing practices complied with all applicable Laws and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofguidance promulgated with respect to such relief.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete copies of Buyer the Company's (i) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December October 31, 2019 1995 (the "1995 Financial Statements") and December October 31, 2020 1996 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”"1996 Financial Statements") and the related unaudited consolidated statements of operations income and cash flows changes in stockholders' equity for the respective fiscal year(s) then ended in each case restated as of July 31, 1997 (collectively the Company "Annual Financial Statements"), (ii) unaudited pro forma balance sheet of July 31, 1997 (the "1997 Balance Sheet") and its statement of income dated July 31, 1997 for the nine (9) month period then ended, a copy of which is attached hereto as Exhibit 2.6 (the "Interim Financial Statements") (the Annual Financial Statements and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Interim Financial Statements are attached sometimes hereinafter referred to collectively as Section 4.07(a) of the Company Disclosure Schedule"Financial Statements"). Each of the Unaudited The Financial Statements (including the notes thereto) (i) was have been prepared from, and are in accordance with with, the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) books and (ii) records of Company, and present fairly presents, in all material respects, the financial position, results of operations and cash flows changes in stockholders' equity of Company as of the dates and for the periods indicated, in each case in conformity with generally accepted accounting principles ("GAAP"), consistently applied throughout the periods covered thereby. If the Financial Statements were audited as of their respective dates and as of the Closing Date, such audit would not reveal any material adverse change in the Assets or the Business of the Company not reflected therein. Seller shall, upon request by Buyer or its representatives, cause Company, Seller or its employees to provide representation letters and the Company Subsidiaries as of the date thereof and information related thereto in order to complete such audits. Except for the period indicated therein, except as otherwise noted therein.
"Hub Contracts" identified in Schedule 2.10 (b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”"Hub Contracts"). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any has no liability or obligation of a any nature (whatsoever, whether accrued, fixed, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: other than (i) current liabilities and obligations that were incurred have arisen in the ordinary course of business since which are not overdue in their terms; (ii) liabilities and obligations reflected and adequately provided for on the date of such 2020 1997 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations in the ordinary course of business of the Company which are not, individually alone or in the aggregate, expected to result in aggregate would not have a Company Material Adverse Effect.
. The Company's disclosure letter sets forth a true and complete list of all loss contingencies (dwithin the meaning of Statement of Financial Accounting Standards No. 5) Since the Acquisition Date, (ia "Loss Contingency") neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge exceeding $5,000.00 in the case of any complaint, allegation, assertion single loss contingency or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary $25,000.00 in the terms and conditions case of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)all loss contingencies.
Appears in 1 contract
Financial Statements. (a) The Company has made available delivered to Spartan true Acquirer its consolidated unaudited financial statements for each fiscal year and complete copies of interim fiscal period subsequent to Company’s inception date (i) the unaudited consolidated including, in each case, balance sheets of the Company and the Company Subsidiaries as of December 31sheets, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and statements of cash flows of the Company and the Company Subsidiaries including consolidated unaudited financial statements for the years then six-month period ended June 30, 2008) (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached included as Section 4.07(aSchedule 3.7(a) of the Company Disclosure ScheduleLetter. Each All of the Unaudited Financial Statements (including the notes thereto) (i) was are prepared from and are in accordance with the books and records of Company, (ii) complied as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates, (iii) have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in covered; provided, however, that the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and Balance Sheet is subject to normal and recurring year-end adjustmentsadjustments (which will not be material individually or in the aggregate) , which(iv) fairly present the consolidated financial condition of Company and its Subsidiaries at the dates therein indicated and the consolidated results of operations and cash flows of Company and its Subsidiaries for the periods therein specified, and (v) are true, complete and correct in all material respects, insofar as the accounting policies have been consistently applied by Company’s or its Subsidiaries’ accountants with those of prior years. Neither Company nor any of its Subsidiaries has any Liabilities other than (A) those set forth or adequately provided for in the Balance Sheet included in the Financial Statements as of June 30, 2008 (the “Balance Sheet”), (B) those incurred in the conduct of Company’s business since June 30, 2008 (the “Balance Sheet Date”) in the ordinary course, consistent with past practice, which are of the type that either ordinarily recur and, individually or in the aggregate, have or are not beenmaterial in nature or amount and do not result from any breach of Contract, tort or violation of law, and would not reasonably be expected (C) those incurred by Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements, Company has no off balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to bedefer, material postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by Company. All reserves that are set forth in or reflected in the Balance Sheet have been established in accordance with GAAP consistently applied and are adequate.
(b) Company has established and maintains a system of internal accounting controls sufficient to the provide reasonable assurances that (i) transactions, receipts and expenditures of Company and its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Company SubsidiariesBoard, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for future performance under assets, (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and its Subsidiaries, (iv) the amount recorded for assets on the books and records of Company is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any contract differences. Neither Company, any of its Subsidiaries or Company’s independent auditors nor, to which the Company’s Knowledge, any current or former employee, consultant or director of Company or any of its Subsidiaries has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants, directors or management of Company Subsidiary is or any of its Subsidiaries who have a party; or (iii) such other liabilities and obligations which are not, individually or role in the aggregatepreparation of financial statements or the internal accounting controls utilized by Company or its Subsidiaries, expected to result in a Company Material Adverse Effect.
(d) Since or any claim or allegation regarding any of the Acquisition Date, (i) neither the foregoing. Neither Company nor any Company Subsidiary, of its Subsidiaries nor, to the Company’s knowledgeKnowledge, any director, officer, employee, auditor, accountant, accountant or Representative representative of the Company or any Company Subsidiary, of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, or oral, in each case regarding the deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary of its Subsidiaries or their respective internal accounting controls, including controls or any such complaint, allegation, assertion or claim that the material inaccuracy in Company’s financial statements. No attorney representing Company or any of its Subsidiaries, whether or not employed by Company Subsidiary or any of its Subsidiaries, has engaged reported to the Company Board or any committee therefore or to any directors or officer of Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Company, its Subsidiaries or any of their respective officers, directors, employees or agents. There are no significant deficiencies or material weaknesses in questionable the design or operation of Company’s internal controls which could adversely affect Company’s ability to record, process, summarize and report financial data. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Balance Sheet as required by said Statement No. 5. There has been no material change in Company accounting policies since Company’s inception, except as described in the Financial Statements or auditing practices required by GAAP.
(c) Schedule 3.7(c) of the Company Disclosure Letter sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which Company and its Subsidiaries maintain accounts of any nature and the names of all persons authorized to draw thereon or make withdrawals therefrom.
(d) Schedule 3.7(d) of the Company Disclosure Letter accurately lists all indebtedness of Company and its Subsidiaries (i) for money borrowed, (ii) there have been no internal investigations regarding accounting evidenced by notes, bonds, debentures or revenue recognition discussed withsimilar instruments, reviewed by (iii) for the deferred purchase price of goods or initiated services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases or (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person (collectively, “Debt”), including, for each item of Debt, the agreement governing the Debt and the interest rate, maturity date and any assets or properties securing such Debt. All Debt may be prepaid at the direction Closing without penalty under the terms of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofContracts governing such Debt.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (Interwoven Inc)
Financial Statements. Schedule 5.5 of the Disclosure Schedule contains the following financial statements of the Company (collectively, the “Financial Statements”):
(a) The Company has made available to Spartan true and complete copies of (i) the unaudited audited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of December 31, 2019 2005, and December 31the related audited consolidated statements of income, 2020 shareholders’ equity and cash flows for the year then ended, together with a true and correct copy of the report on such audited information by the Xxxxxxx Group (collectively, the “2005 Audited Financial Statements”), and all management letters from such accountants with respect to the results of such audits; and
(b) The audited consolidated balance sheet of the Company as of December 31, 20202004 and as of December 31, 2003, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the year then ended, together with a true and correct copy of the report on such audited information by Ernst & Young LLP, and all management letters from such accountants with respect to the results of such audits.
(c) An unaudited consolidated balance sheet of the Company as of July 31, 2006 (the “2020 Latest Balance SheetSheet Date”) and the related unaudited consolidated statements of operations income, changes in stockholders’ equity, and cash flows of the Company and the Company Subsidiaries flow for the years seven (7) months then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared , including in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in each case, the notes thereto) , if any. The Financial Statements are complete and correct in all respects, are consistent with the Books and Records, and, other than as set forth on Schedule 5.5 of the Disclosure Schedule, fairly present, in all material respects, the financial positioncondition, assets and liabilities of the Company, taken as a whole, as of their respective dates and the results of operations and cash flows for the periods related thereto in accordance with GAAP (except as may be indicated in the notes thereto and in the case of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinInterim Financial Statements, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company adjustments and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation absence of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) footnote disclosure). Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to Latest Balance Sheet Date there has been no change in the Company’s knowledge, any director, officer, employee, auditor, accountant, reserve on accrual amounts or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofpolicies.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (Ebix Inc)
Financial Statements. Attached as Section 3.5 of the Company Disclosure Schedule are the following financial statements (collectively, the “Financial Statements”): (a) The Company has made available to Spartan true and complete copies of (i) the unaudited audited consolidated balance sheets of the Company Acquired Companies as of June 30, 2007, June 30, 2008 and June 30, 2009 (the most recent of which, the “Balance Sheet”) and the Company Subsidiaries related audited consolidated statements of income, changes in shareholders’ equity and cash flow for each of the fiscal years then ended, (b) an unaudited consolidated balance sheet of the Acquired Companies as of December 31, 2019 2009 and December 31the related unaudited consolidated statements of income, 2020 changes in shareholders’ equity and cash flow for the fiscal year then ended; and (c) an unaudited consolidated balance sheet of the Acquired Companies as of July 3, 2010 (the balance sheet as of December 31, 2020, the “2020 Interim Balance Sheet”) and the related unaudited consolidated and consolidating statements of operations income, changes in shareholders’ equity and cash flows of the Company and the Company Subsidiaries flow for the years six months then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Scheduleended. Each of the Unaudited The Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) are correct and (ii) fairly presents, complete in all material respects, are consistent with the financial position, results of operations books and cash flows records of the Company Company, and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were have been prepared in accordance with IFRS PRC GAAP and Hong Kong GAAP, as applicable, and in each case the applicable accounting principles have been consistently applied on a consistent basis throughout the periods indicated involved (except as may be indicated in that the notes thereto) and fairly present, in all material respects, the interim financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and statements are subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation effect of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are will not, individually or in the aggregate, expected be material, and the absence of notes that, if presented, would not differ materially from the notes to result the Balance Sheet). The Financial Statements fairly present the consolidated financial condition and the results of operations, changes in shareholders’ equity and cash flow of the Company as of the respective dates and for the periods indicated therein. No financial statements of any Person other than the Acquired Companies are required by PRC GAAP or Hong Kong GAAP to be included in the financial statements of the Company. The Company has not extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a Company Material Adverse Effect.
personal loan to or for any director or executive officer (or equivalent thereof) of the Company. The Acquired Companies are not a party to any off-balance sheet arrangements that could have a current or future effect upon the Company’s consolidated financial condition or results of operations. The Acquired Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance that (a) all transactions are executed in accordance with management’s general or specific authorizations, (b) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with PRC GAAP or Hong Kong GAAP (as applicable) and to maintain proper accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization and (d) Since the Acquisition Date, (i) neither recorded accountability for assets is compared with the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices existing assets at reasonable intervals and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or appropriate action is providing information taken with respect to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)differences.
Appears in 1 contract
Financial Statements. (a) The Section 3.6(a) of the Company has made available to Spartan true and complete copies of Disclosure Schedule sets forth the following financial statements (the “Financial Statements”): (i) the unaudited audited consolidated balance sheets sheet of the Company and the Company Subsidiaries as of December 31, 2019 2021, and the related consolidated statements of income, changes in stockholder’s equity, and cash flows for the year ending December 31, 2020 2021 (the “Most Recent Annual Financial Statements”), (ii) the audited consolidated balance sheet of the Company as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations income, changes in stockholder’s equity and cash flows flows, for the year ending December 31, 2020, (iii) the unaudited, internally prepared consolidated balance sheet of the Company as of December 31, 2022, and the Company Subsidiaries related unaudited, internally prepared consolidated statements of income, changes in stockholder’s equity and cash flows, respectively, for the years then twelve (12)-month period ended on such date, and (collectivelyiv) the unaudited, internally prepared consolidated balance sheet of the Company as of March 31, 2023 (the “Balance Sheet Date”), and the related unaudited, internally prepared consolidated statements of income, changes in stockholder’s equity and cash flows, respectively, for the three (3)-month period ended on such date (the “Most Recent Unaudited Financial Statements”), which Unaudited . Each of the Financial Statements are attached has been prepared in accordance with the Company’s Accounting Principles applied on a basis consistent with prior periods and fairly presents in all material respects the financial condition of the Company as of its respective date and the consolidated results of operations, as the case may be, of the Company for the period covered thereby.
(b) The financial books and records of the Company have been maintained in all material respects with the customary business practices of the Company and fairly and accurately reflect, in all material respects the consolidated financial position of the Company, taken as a whole. Except as set forth on Section 4.07(a3.6(b) of the Company Disclosure Schedule. Each , during the past three (3) years, the Company has not received any material advice or notification from its independent accountants that it has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the books and records of the Unaudited Financial Statements Company any properties, assets, liabilities, revenues, expenses, equity accounts or other accounts.
(including c) No Group Company has any Liabilities (whether or not the notes theretosubject of any other representation or warranty hereunder) that would be required by GAAP to be reflected or reserved against on a balance sheet of the Company, except for Liabilities (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated reflected in the notes thereto) and Most Recent Unaudited Financial Statements, (ii) fairly presents, set forth in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b3.6(c) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31Schedule, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoiii) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business consistent with past practice since the date of such 2020 Balance Sheet; Sheet Date, (iiiv) the Transaction Expenses, (v) incurred under this Agreement and the Ancillary Documents or in connection with the Contemplated Transactions, (vi) performance or payment obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; executory Contracts or (iiivii) such other liabilities and obligations which that are not, individually or in the aggregate, expected material to result in a Company Material Adverse Effectthe Company.
(d) Since Except as set forth on Section 3.6(d) of the Acquisition DateCompany Disclosure Schedule, the Company has established and maintains a system of internal accounting controls which are sufficient in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including procedures for (i) neither the maintenance of records in reasonable detail, (ii) assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and (iii) prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company. The Company nor has not identified or been made aware during the past three (3) years of (i) any Company Subsidiarysignificant deficiency or material weakness in the system of internal accounting controls utilized by the Company, nor, to (ii) any Fraud that involves the Company’s knowledge, any director, officer, employee, auditor, accountant, management or Representative other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any Company Subsidiary, has received claim or otherwise had or obtained knowledge of allegation regarding any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofforegoing.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Merger (ZeroFox Holdings, Inc.)
Financial Statements. (aSchedule 3.1(e) The Company has made available to Spartan hereto sets forth true and complete copies of of: (i) the consolidated unaudited financial statements of each of Westview, Williamsburg, Ocean and Berkley for the three fiscal years ended December 31, 1995 (or such shorter period if such Companies commenced operations within such three year period) (the "Companies' Unaudited Yearly Financial Statements"); (ii) the consolidated balance sheets unaudited financial statements of Westview, Williamsburg, Ocean and Berkley for the three month and nine month period ended September 30, 1996 (collectively, the "Companies' Unaudited Quarterly Financial Statements") (collectively, the Companies' Unaudited Yearly Financial Statements and the Companies' Unaudited Quarterly Financial Statements are referred to as the "Financial Statements"). The Financial Statements include the following statements with respect to each of the Company and Companies: (i) the Company Subsidiaries consolidated financial position of the subject company as of December 31, 2019 1995 and December 31, 2020 1994; (ii) the balance sheet as consolidated results of operations of the subject company for the years ended December 31, 20201995, December 31, 1994 and December 31, 1993; and (iii) the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows flow of the Company and the Company Subsidiaries subject company for the years then ended (collectivelyDecember 31, the “Unaudited Financial Statements”)1995, which Unaudited December 31, 1994 and December 31, 1993. The Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union generally accepted accounting principles (“IFRS”"GAAP") applied on a consistent basis throughout during the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) and fairly present, in all material respects, present the consolidated financial position, position of each of the Companies and its consolidated subsidiaries as of the dates thereof and the consolidated results of their respective operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinperiods then ended (subject, except as otherwise noted therein and subject in the case of unaudited statements, to normal and recurring year-end audit adjustments, which, individually or ). Except for liabilities and obligations incurred in the aggregateordinary course of business consistent with past practice or disclosure in the financial statements, have not beennone of the Companies, and would not reasonably be expected to be, material to the Company and the Company Subsidiariesbest of their knowledge, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have has any liability liabilities or obligation obligations of a any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be reflected set forth on a their respective consolidated balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred sheets or in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are notnotes thereto which, individually or in the aggregate, could reasonably be expected to result have an adverse effect on the Companies. The Financial Statements shall account for the sale of vacation packages and VOIs in a Company Material Adverse Effectmanner which is consistent with the manner Parent accounts for such items.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available delivered to Spartan Purchaser prior to the execution of this Agreement a true and complete copies copy of (i) the unaudited audited consolidated balance sheets sheet of the Company and the Company its consolidated Subsidiaries as of December 31, 2019 and December 31, 2020 1995 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”"1995 Financial Statements") and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies copy of the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries (after giving effect to the Company Subsidiaries Excluded Assets Transaction and the Senior Living Transaction) as of March 31the six months ended June 30, 2021 1996 (the "June 30, 1996 Financial Statements") and the related unaudited consolidated statements of operations operations, stockholders' equity, and cash flows of the Company and the Company Subsidiaries for the quarterly fiscal period then ended as of each such date, all such audited financial statements with the reports thereon by KPMG Peat Marwick LLP (collectively, the “Interim "Company Financial Statements”"). .
(b) The Interim Company Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated GAAP (except as may be indicated therein or in the notes thereto) and fairly presentpresent the consolidated financial position of the Company and its consolidated Subsidiaries (after giving effect, in all material respectsthe case of the June 30, 1996 Financial Statements, to the financial position, Excluded Assets Transaction and the Senior Living Transaction) as at the respective dates thereof and the consolidated results of their operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholerespective periods then ended.
(c) Except as and to the extent set forth on the 2020 Balance SheetThe June 30, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected 1996 financial statements reflect on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in Pro Forma basis the ordinary course consummation of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which Senior Living Transaction and the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse EffectExcluded Assets Transaction.
(d) Since the Acquisition Date, (i) neither the The Company nor any Company Subsidiary, nor, has delivered to Purchaser prior to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative execution of this Agreement a true and correct copy of its interim unaudited consolidated balance sheet of the Company or any and its consolidated Subsidiaries as of July 31, 1996, August 31, 1996 and September 30, 1996 and related statements of operations, stockholder's equity and cash flows for the fiscal periods ended as of each such date (collectively, the "Interim Financial Statements"). The Interim Financial Statements fairly present the consolidated financial position of the Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, and its consolidated Subsidiaries (without giving effect to the knowledge Excluded Assets Transaction and the Senior Living Transaction) as at the respective periods then ended and were prepared in a manner consistent with the past practices of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To The Company shall deliver to Purchaser between the knowledge date hereof and the Closing Date, a true and correct copy of its interim unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries and related statements of operations, stockholder's equity and cash flows for each month included therein prepared for any periods subsequent to the periods included in the Interim Financial Statements (collectively, the "Subsequent Interim Financial Statements"). The Subsequent Interim Financial Statements will be prepared in a manner so as to fairly present the consolidated financial position of the Company and its consolidated Subsidiaries (without giving effect to the Excluded Assets Transaction and the Senior Living Transaction) as at the respective periods then ended and consistent with the past practices of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company Borrower has made available furnished to Spartan true the Lender complete and complete correct copies of (i) the unaudited audited consolidated balance sheets of Holdings and its consolidated Subsidiaries for the Company fiscal year ended December 31, 2004 and the Company related audited consolidated statements of income, shareholders' equity, and cash flows of Holdings and its consolidated Subsidiaries for the fiscal year of Holdings then ended, accompanied by the report thereon of Freed Xxxxxx Xxxxxxxxx, CPAs, PC; and (ii) the condensed consolidated balance sheets of Holdings and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 and the related condensed consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for each of the fiscal periods then ended. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of Holdings and its Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) respective dates indicated and the related unaudited consolidated statements results of their operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectivelyrespective periods indicated, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated subject in the notes thereto) case of any such financial statements that are unaudited, to normal audit adjustments, none of which shall be material. Holdings and (ii) fairly presentsits Subsidiaries did not have, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of Revolving Loans or LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the period indicated thereinforegoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, except as otherwise noted thereinoperations, properties, assets, financial or other condition or prospects of Holdings and its Subsidiaries.
(b) Attached as Section 4.07(b) The financial projections of the Company Disclosure Schedules are true Holdings and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company its Subsidiaries for the quarterly period then ended fiscal year 2006 prepared by Holdings and delivered to the Lender (collectively, the “Interim "Financial Statements”). The Interim Financial Statements Projections") were prepared on behalf of Holdings in accordance with IFRS applied on a consistent basis throughout good faith after taking into account historical levels of business activity of Holdings and its Subsidiaries, known trends, including general economic trends, and all other information, assumptions and estimates considered by management of Holdings and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether Holdings' projected consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lender that such projections as to future events are not to be viewed as facts and that actual results for the periods indicated (except covered by the Financial Projections may differ materially from the Financial Projections. No facts are known to Holdings as may be indicated of the Closing Date which, if reflected in the notes thereto) and fairly presentFinancial Projections, would result in all a material respectsadverse change in the assets, the financial positionliabilities, results of operations and or cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated reflected therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true Attached hereto as Schedule 3.7(a) are true, complete and complete correct copies of (iA) the unaudited consolidated financial statements of the Company and the audited consolidated financial statements of its Subsidiaries (including, in each case, any related notes thereto), consisting of the balance sheets of the Company and the Company its Subsidiaries as of December 31, 2019 2021 and December 31, 2020 (the balance sheet as of December 31, 2020, and the related audited income statements, changes in stockholder equity and statements of cash flows for the fiscal years then ended, and as applicable, audited by a PCAOB qualified auditor in accordance with International Financial Reporting Standards (“2020 Balance SheetIFRS”) and the requirements of the Public Company Accounting Oversight Board (the “PCAOB”) for public companies, and the related unaudited consolidated income statements, changes in stockholder equity and statements of cash flows for the twelve months then ended (collectively, the “Annual Financial Statements”) and (B) the unaudited financial statements of the Company and its Subsidiaries as of and for the six (6) month period ended June 30, 2022 (the “Interim Balance Sheet Date”), consisting of the unaudited balance sheets as of such date, the unaudited income statements for the six (6) month periods ended on such date, and the unaudited cash flow statements for the six (6) month periods ended on such date (collectively, the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Company Financial Statements”). The Company Financial Statements (i) accurately reflect the books and records of the Company and its Subsidiaries as of the times and for the periods referred to therein, (ii) were prepared in accordance with IFRS, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for IFRS and exclude year-end adjustments which will not be material in amount), (iii) comply with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder (iv) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the operations and cash flows of the Company and the Company its Subsidiaries for the years then ended periods indicated and (collectivelyv) when delivered by the Company for inclusion in the Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 5.12, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the “Unaudited Financial Statements”)Exchange Act and the Securities Act applicable to a registrant, which Unaudited Financial Statements are attached in effect as Section 4.07(aof the respective dates thereof. Neither the Company nor any of its Subsidiaries has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted thereinExchange Act.
(b) Attached The Company and each of its Subsidiaries maintains accurate books and records reflecting its assets and Liabilities (excluding for the purpose of this section, unknown Liabilities) and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) such that the Company and its Subsidiaries do not maintain any off-the-book accounts and that such the Company and its Subsidiaries’ assets are used only in accordance with their respective management’s directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as Section 4.07(b) necessary to permit preparation of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet financial statements of the Company and its Subsidiaries and to maintain accountability for the Company Subsidiaries as of March 31and its Subsidiaries’, 2021 (iv) access to the Company and its Subsidiaries’ assets is permitted only in accordance with management’s authorization, (v) the related unaudited consolidated statements of operations and cash flows reporting of the Company and its Subsidiaries assets is compared with existing assets at regular intervals and verified for actual amounts, and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the Company Subsidiaries for the quarterly period then ended (collectivelycollection of accounts, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied notes and other receivables on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) current and fairly present, in all material respects, timely basis. All of the financial position, results of operations books and cash flows records of the Company and the Company its Subsidiaries as of the date thereof are complete and for the period indicated therein, except as otherwise noted therein accurate in all material respects and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. Neither the Company nor any of business since its Subsidiaries has been subject to or involved in any material fraud that involves management or other employees who have a significant role in the date internal controls over financial reporting of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or of its Subsidiaries. In the past five (iii5) such other liabilities and obligations which are notyears, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, of its Subsidiaries nor any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, of its Subsidiaries has received or otherwise had or obtained knowledge of any written complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary of its Subsidiaries or their respective its internal accounting controls, including any such material written complaint, allegation, assertion or claim that the Company or any Company Subsidiary of its Subsidiaries has engaged in questionable accounting or auditing practices practices.
(c) All financial projections with respect to the Company and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed its Subsidiaries that were delivered by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors on behalf of the Company to Parent or any committee thereof.
(e) To the knowledge of the Company, no employee of its Representatives were prepared in good faith using assumptions that the Company or any Company Subsidiary has provided or is providing information believes to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)be reasonable.
Appears in 1 contract
Samples: Merger Agreement (Technology & Telecommunication Acquisition Corp)
Financial Statements. (a) The Company Borrower has made available furnished to Spartan true and complete each Lender copies of (i) the unaudited audited consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries for the Company Subsidiaries as of fiscal years ended December 31, 2019 2013 and December 31, 2020 2014, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on such dates, with the opinion thereon of Ernst & Young LLP, and (ii) the unaudited consolidated balance sheet as of December the Borrower and its consolidated Subsidiaries for the fiscal quarter ended March 31, 20202015, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations income, shareholders’ equity and cash flows of the Company Borrower and the Company its consolidated Subsidiaries for the years then fiscal quarter period ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Scheduleon such date. Each of the Unaudited Financial Statements Such financial statements (including the notes theretoin each case related schedules and notes) (i) was prepared are complete and correct in all material respects and present fairly, in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) involved and (ii) fairly presents, in all material respects, the consolidated financial position, position of the Borrower and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flows flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). Neither the Borrower nor any of its Subsidiaries has on the Company and the Company Subsidiaries as of the date thereof and Agreement Date any material contingent liabilities, material liabilities, material liabilities for the period indicated thereintaxes, material unusual or long-term commitments or material unrealized or forward anticipated losses from any unfavorable commitments, in each case, that would be required to be set forth in its financial statements or notes thereto, except as otherwise noted therein.
referred to or reflected or provided for in said financial statements. (bk) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March No Material Adverse Change. Since December 31, 2021 and the related unaudited consolidated statements 2014, there have been no changes, events, acts, conditions or occurrences of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectivelyany nature, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually singly or in the aggregate, that have not been, and would not had or could reasonably be expected to behave a Material Adverse Effect. The Borrower, material to the Company other Loan Parties and the Company other Subsidiaries, taken as a whole, are Solvent.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Financial Statements. (a) The Company Med-Search, together with Suncrest, has made available furnished to Spartan true Prospect Medical Systems and complete copies of Investor, or will furnish prior to the Closing, (i) their respective audited statement of operations, statement of stockholders' equity and statement of cash flows for the unaudited combined two fiscal years ended September 30, 1994 and 1995, and Med-Search's audited consolidated balance sheet at September 30, 1995, and (ii) Med-Search's pro forma statement of operations and balance sheet at and for the fiscal year ended September 30,1995. The balance sheets of Med-Search and Suncrest at September 30, 1995 are hereinafter referred to as the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 "Med-Search Balance Sheet”) " and all such financial statements are hereinafter referred to collectively as the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited "Med-Search Financial Statements”), which Unaudited ." The Med-Search Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was have been, or will have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP applied on a consistent basis throughout during the periods indicated (except as may be indicated in involved, and fairly present, or will present the notes thereto) combined financial position of Med-Search and (ii) fairly presents, in all material respects, Suncrest and the financial position, results of their combined operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period periods indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) thereon. At the date of the Company Disclosure Schedules are true and complete copies of Med-Search Balance Sheet (the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto"Med-Search Balance Sheet Date") and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinClosing Date, except as otherwise noted therein and subject to normal and recurring yearneither Med-end adjustments, which, individually Search nor Suncrest had or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not will have any liability liabilities or obligation of a nature obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) required to be not reflected on a balance sheet prepared in accordance with Dutch GAAP, the Med-Search Balance Sheet or the accompanying notes thereto except for: (i) for liabilities that were incurred in the ordinary course of business since the date of said balance sheet which are usual and normal in amount. The reserves reflected in the Med-Search Financial Statements for incurred but not yet reported claims ("IBNR") make sufficient provision for such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofestablished in accordance with GAAP consistently applied.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Prospect Medical Holdings Inc)
Financial Statements. (a) The following financial statements (collectively, the “Financial Statements”) are attached as Schedule 5.05(a) of the Company has made available to Spartan true Disclosure Schedules: the audited consolidated balance sheets of the Vionic Entities and complete copies the Asset Seller at December 31 in each of the years 2016 and 2017, and the related consolidated statements of income, stockholders’ equity (ior equivalent) and cash flows for the years then ended (the “Audited Financial Statements”) and the unaudited consolidated balance sheets of the Company Vionic Entities and the Company Subsidiaries Asset Seller as of December 31June 30, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2018 and the related unaudited consolidated statements of operations income, stockholders’ equity (or the equivalent) and cash flows of the Company and the Company Subsidiaries for the years then ended six (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a6) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly month period then ended (collectively, the “Interim Financial Statements”). The December 31, 2017 is referred to herein as the “Audited Balance Sheet Date” and June 30, 2018 is referred to herein as the “Interim Balance Sheet Date”.
(b) Except as indicated on Schedule 5.05(b) of the Company Disclosure Schedules or in the Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the including any notes thereto), the Financial Statements (i) fairly and fairly accurately present, in all material respects, the financial position, condition and results of operations and cash flows of the Company and the Company Subsidiaries Business as of the date dates thereof and for the period indicated therein, periods covered thereby and (ii) were prepared in accordance with GAAP as of the dates or during the periods covered thereby (except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in for the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeabsence of footnotes thereto).
(c) Except as Sellers have made available to Buyer true, correct and to materially complete copies of the extent set forth on books of account, stock record books, minute books, bank accounts, and other corporate records of each Vionic Entity and the 2020 Balance SheetAsset Seller, the Company does not and such books and records have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared been maintained in accordance with Dutch GAAPreasonable business practices and Applicable Law. The minute books of each Vionic Entity and the Asset Seller contain accurate and complete records of all material meetings held, except for: (i) liabilities that were incurred and material action taken, by the members, equityholders or stockholders, as applicable, the boards of directors or managers, as applicable, and committees of the boards of directors or managers, as applicable, of each Vionic Entity and the Asset Seller, and no material meeting of any such members, equityholders or stockholders, as applicable, or board of directors or managers, as applicable, or committee has been held for which minutes have not been prepared and are not contained in such minute books. At the Closing, all of the books and records of the Vionic Entities will be in the ordinary course possession of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which Vionic Entities unless otherwise directed by the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or Buyer in the aggregate, expected to result in a Company Material Adverse Effectwriting.
(d) Since Each of the Acquisition Date, Vionic Entities and the Asset Seller have established reasonable internal accounting controls which provide assurance that (i) neither the Company nor any Company Subsidiary, nor, to the Companytransactions are executed with management’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and authorization; (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at transactions are recorded as necessary to ensure the direction preparation of the chief executive officerFinancial Statements in accordance with GAAP and to maintain accountability for its assets; (iii) access to its assets is permitted only in accordance with management’s authorization; (iv) the reporting of its assets is compared with existing assets at regular intervals; and (v) accounts, chief financial officernotes and other receivables and inventory are recorded accurately, general counsel, and proper and adequate procedures are implemented to affect the board of directors of the Company or any committee thereofcollection and/or valuation thereof on a current and timely basis.
(e) To All Inventories held by the knowledge Vionic Entities at any location are fairly reflected in the inventory accounts on the balance sheets included in the Financial Statements in accordance with GAAP, including all appropriate reserves. Other than as reflected in reserves included in the Financial Statements, such Inventories consist of a quantity and quality usable and salable in the Ordinary Course of Business, and are not physically damaged, obsolete, discontinued or excess, are in material compliance with all Applicable Laws, whether domestic or foreign, and are in conformity with all material applicable product registrations and specifications. There are no Inventories which are expected to sell below the carrying value of the Companyrelated item, unless adequate provision has been recorded in the Financial Statements to reduce the inventory balance to net realizable value.
(f) The Sellers have made available to Buyer a true and complete aging schedule of all accounts receivable of the Vionic Entities reflected on the Financial Statements and all accounts receivable of the Vionic Entities accrued since the Balance Sheet Date (“Accounts Receivable”). Each Account Receivable (a) is properly included in the Financial Statements in accordance with GAAP and is valued for purposes of the Financial Statements in accordance with GAAP, (b) represents actual amounts incurred by the applicable account debtor, (c) represents a sale made in the Ordinary Course of Business and which arose pursuant to an enforceable contract for a bona fide sale of goods or for services performed, and the Vionic Entities have performed all of the obligations to produce and deliver the goods (including the passage of title and risk of loss) or perform the services to which such Account Receivable relates and (d) is current and collectible except to the extent of reserves for uncollectible accounts applied in accordance with GAAP. Other than reserves, allowances and adjustments reflected on the Financial Statements and customary trade allowances arising in the Ordinary Course of Business, no employee Account Receivable is subject to any claim for reduction, counterclaim, set-off, recoupment or other claim for credit, allowances or adjustments by the obligor thereof. The Vionic Entities have not collected, or accelerated the collection of, any Accounts Receivable in a manner that is inconsistent with the operation of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None business of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary Vionic Entities in the terms and conditions Ordinary Course of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)Business.
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete copies of (i) the unaudited consolidated balance sheets of the Company FiberCore Incorporated ("Old FiberCore") and the Company its Subsidiaries as of at December 31, 2019 1993 (audited) and December 31, 2020 1994 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”unaudited) and the related unaudited consolidated statements of operations income, stockholders' equity and cash flows of the Company and the Company Subsidiaries for the respective years then ended (collectivelyended, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto, and the reports thereon of Mottle McGrath & Company, indxxxxxxxt certified public accountants (in the case of the 1993 financial statements) (i) was prepared in accordance with the International "Company Financial Reporting Standards Statements"), are attached hereto as adopted by Schedule 3.5(a). The Company Financial Statements present fairly the European Union (“IFRS”) applied on a consistent basis throughout consolidated financial position and the results of operations of FiberCore and its Subsidiaries as of the dates and for the periods indicated on the Company Financial Statements, in each case in conformity with generally accepted accounting principles ("GAAP"), consistently applied during such periods. FiberCore and its Subsidiaries do not have any material liabilities or obligations of any nature, which would be reflected in a current unaudited financial statement, if available, except (1) as may be indicated disclosed, reflected or reserved against in the balance sheet dated December 31, 1994 included in the Company Financial Statements and the notes thereto; (2) for items explicitly disclosed in the Interim Financial Statements (as defined below); (3) for liabilities incurred after June 30, 1995 in the ordinary course of business, consistent with past practice; (4) for items disclosed in the Information and Disclosure Statement previously delivered to ALT; and (5) for items listed in Schedule 3.5(a) or any other schedule attached hereto.
(b) Attached hereto as Schedule 3.5(b) is the consolidated balance sheet (the "June Balance Sheet") of FiberCore and subsidiaries as of June 30, 1995 (the "Balance Sheet Date") and the related consolidated statements of income, stockholders' equity and cash flows for the three-month period then ended (ii) fairly presentsthe "Interim Financial Statements"). The Interim Financial Statements present fairly, in all material respects, the financial position, position and results of operations of FiberCore and cash flows of the Company and the Company its Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of on the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The , in accordance with GAAP, consistently applied with prior periods, except that the Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may do not contain footnotes and will be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments. Since June 30, which1995, individually or in the aggregateFiberCore has not disposed of any assets other than at fair value, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeconsistent with past practice.
(c) Except as and to The parties hereto acknowledge that the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet financial statements attached hereto are estimates prepared in accordance with Dutch GAAP, except for: (i) good faith by management. The parties agree that no liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations shall attach hereto for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effecterrors therein.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (Fibercore Inc)
Financial Statements. The Seller has heretofore furnished to the Buyer a copy of the Limited Guarantor’s (a) The Company has made available to Spartan true consolidated balance sheet and complete copies of (i) the unaudited consolidated balance sheets of the Company and Limited Guarantor’s consolidated Subsidiaries for the Company Subsidiaries as of fiscal year ended December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2003 and the related unaudited consolidated statements of operations income and retained earnings and of cash flows of for the Company Limited Guarantor and the Company its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the years then ended (collectivelyfigures for the previous year, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) opinion thereon of Ernst & Young LLP and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet and the consolidated balance sheets of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited Limited Guarantor’s consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then fiscal periods of the Limited Guarantor ended (collectivelyMarch 31, 2003, June 30, 2003 and September 30, 2003 and the “Interim Financial Statements”)related consolidated statements of income and retained earnings and of cash flows for the Limited Guarantor and its consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the previous year. The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial position, condition of the Limited Guarantor and its Subsidiaries and the consolidated results of their operations as at such dates and cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis. Since December 31, 2003, there has been no material adverse change in the consolidated business, operations or financial condition of the Company Limited Guarantor and the Company its consolidated Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent whole from that set forth on in said financial statements nor is the 2020 Balance Sheet, Seller aware of any state of facts which (without notice or the Company lapse of time) would or could result in any such material adverse change. The Limited Guarantor does not have any liability or obligation of a nature (whether accruedhave, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; the statements delivered pursuant to this section (ii) obligations the “Statement Date”), any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for future performance under taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any contract to which loans, advances or other commitments of the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, Limited Guarantor except as heretofore disclosed to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged Buyer in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofwriting.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company MMP has provided or made available to Spartan true and complete Purchaser copies of (i) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited MMP Financial Statements”), which Unaudited . The MMP Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was have been prepared in accordance with GAAP consistently applied with prior periods except in the International case of the unaudited MMP Financial Reporting Standards Statements, the absence of year-end audit adjustments and notes. The MMP Financial Statements present fairly the financial position of MMP as adopted by the European Union (“IFRS”) applied on a consistent basis throughout at and for the periods indicated (except therein, and are consistent with the books and records of MMP. Except as may be indicated in set forth on Schedule 5.3g to the notes thereto) and (ii) fairly presentsMRI Agreement, in all material respectssince December 31, 1996, there has not been any Material Adverse Effect on the business, financial positioncondition, operations, or results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, MMP taken as a whole.
(c) Except . Without limiting the generality of the foregoing, since that date, except as and described on Schedule 5.3g to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: MRI Agreement:
(i) liabilities that were incurred MMP has not sold, leased, transferred, or assigned any material assets, tangible or intangible, outside the ordinary course of business;
(ii) MMP has not entered into any material agreement, contract, lease, or license outside the ordinary course of business;
(iii) MMP has not accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which MMP is a party or by which MMP is bound;
(iv) MMP has not imposed any security interest upon any of its assets, tangible or intangible;
(v) MMP has not made any material capital expenditures outside the ordinary course of business;
(vi) MMP has not made any material capital investment in, or any material loan to, any other Person outside the ordinary course of business;
(vii) MMP has not created, incurred, assumed, or guaranteed more than $45 million in aggregate indebtedness for borrowed money and capitalized lease obligations;
(viii) MMP has not granted any license or sublicense of any material rights under or with respect to any Intellectual Property;
(ix) there has been no change made or authorized in the operating agreement of MMP;
(x) MMP has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property;
(xi) MMP has not made any loan to, or entered into any other transaction with, any of its managers, officers, and employees outside the ordinary course of business;
(xii) MMP has not entered into any employment contract outside the ordinary course of business or collective bargaining agreement, written or oral, or modified the terms of any such existing contract or agreement;
(xiii) MMP has not granted any increase in the base compensation of any of its members outside the ordinary course of business;
(xiv) MMP has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its managers, officers, and employees (or taken any such action with respect to any other MMP Plan or MMP Benefit Arrangement);
(xv) MMP has not made any other material change in employment terms for any of its members or employees outside the ordinary course of business;
(xvi) MMP has not made or changed any material Tax election or taken any other action with respect to Taxes not in the ordinary course of business since the date of such 2020 Balance Sheet; and consistent with past practice;
(iixvii) obligations for future performance under MMP has not made any contract to which the Company or any Company Subsidiary is a party; or (iii) such distributions other liabilities and obligations which are not, individually or than in the aggregateordinary course of business, expected to result in a Company Material Adverse Effect.and has not made any non-pro rata distributions;
(dxviii) Since MMP has not adopted any material change in any method of accounting or accounting practice, except as contemplated or required by GAAP; and
(xix) except as contemplated by this Agreement, the Acquisition DateMRI Agreement, (i) neither the Company nor Management Agreement, the MTC Agreement, and Assignment and Assumption Agreement by and between MMP and the Max Media LLC II Distribution Agreement, MMP has not committed to any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofforegoing.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Stock Purchase Agreement (Sinclair Broadcast Group Inc)
Financial Statements. (a) The Company has made available Sellers have delivered to Spartan true and complete copies of Buyer: (i) the an unaudited consolidated consolidating balance sheets sheet of the Company and the Company Subsidiaries each Operating Seller as of December 31, 2019 and December 31, 2020 2004 (the “Balance Sheets”), and the related unaudited consolidating statement of operations for the fiscal year then ended; (ii) unaudited consolidating balance sheet sheets of each Operating Seller as of December 3131 in each of the fiscal years 2002 and 2003, 2020and the related unaudited consolidating statement of operations for each of the fiscal years then ended; and (iii) an unaudited condensed consolidating balance sheet of each Operating Seller as of June 30, 2005, (the “2020 Interim Balance SheetSheets”) and the related unaudited consolidated statements condensed consolidating statement of operations and cash flows of the Company and the Company Subsidiaries for the years six months then ended (collectivelyended, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted certified by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted thereinOperating Sellers’ controller.
(b) Attached as The Financial Statements delivered pursuant to paragraph (a) above fairly present (and the Financial Statements delivered pursuant to Section 4.07(b5.13 will fairly present) the financial condition and the results of operations of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company Operating Sellers and the Company Subsidiaries Business as at the respective dates of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended periods referred to in such Financial Statements all in accordance with GAAP (collectivelysubject to the absence of footnotes and normal year end audit adjustments, none of which individually or in the “Interim Financial Statements”aggregate are material). The Interim Financial Statements were referred to in this Section 3.4 and delivered pursuant to Section 5.13 reflect and will reflect the consistent application of GAAP throughout the periods involved, except as disclosed therein or herein. The Financial Statements have been and will be prepared from and are in accordance with IFRS applied on a consistent basis throughout the periods indicated (books and records of Operating Sellers. Such Financial Statements do not contain any material items of special or nonrecurring income or any income not earned in the Ordinary Course of Business, except as may expressly specified therein, and include all adjustments, which consist only of normal recurring accruals, necessary for such fair presentation. To the Knowledge of Sellers, the revenue pacing reports for the Stations heretofore or hereafter delivered to Buyer are and shall be indicated in the notes thereto) true and fairly present, accurate in all material respects, the financial position, results of operations and cash flows . All accounts receivable of the Company Operating Sellers arising prior to the date hereof have arisen, and the Company Subsidiaries as all accounts receivable of the Operating Sellers arising after the date thereof hereof and for prior to Closing will have arisen, only from bona fide transactions with unrelated third parties in the period indicated thereinOrdinary Course of Business, and represent and will represent valid obligations arising from sales actually made in the Ordinary Course of Business, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or reserved for in the aggregateFinancial Statements or as are, have not beenwith aggregation, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeimmaterial in amount.
(c) Except as and to the extent set forth on reflected in the 2020 Balance SheetFinancial Statements, neither of the Company does not have Operating Sellers has any liability material debts, liabilities or obligation of a nature obligations (whether absolute, accrued, absolute, contingent or otherwise) required relating to be reflected on a balance sheet prepared in accordance with Dutch GAAPor arising out of any act, except for: (i) transaction, circumstance, or state of facts which has heretofore occurred or existed, due or payable, other than current liabilities that were incurred in the ordinary course of business arising since the date of such 2020 the Interim Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or Sheets in the aggregate, expected to result in a Company Material Adverse EffectOrdinary Course of Business.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (aAttached as Section 3G(i) The Company has made available to Spartan true and complete copies of the Seller Disclosure Letter are (i) the unaudited audited consolidated balance sheets of the Company August Cayman Intermediate and the Company its Subsidiaries as of December 31, 2019 2013 and December 31, 2020 2012, and (ii) the balance sheet as audited consolidated statements of operations, statements of comprehensive loss and statements of cash flows for the year ended December 31, 20202013 for August Cayman Intermediate and its Subsidiaries, the period from April 28, 2012 through December 31, 2012 for August Cayman Intermediate and its Subsidiaries and the period from January 1, 2012 through April 27, 2012 for the Company Entities or the Business (the financial statements in clauses (i) and (ii), collectively, the “2020 Balance SheetAudited Financial Statements”) and (iii) the unaudited consolidated balance sheet of August Cayman Intermediate and its Subsidiaries as of June 28, 2014 and the related unaudited consolidated statements of operations operations, statements of comprehensive loss, and statements of cash flows of the Company and the Company Subsidiaries for the years six-month period then ended (collectivelythe “Interim Financial Statements” and, together with the Audited Financial Statements, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited The Financial Statements (including the notes thereto, if any) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presentspresent fairly, in all material respects, the consolidated financial position, results position of operations August Cayman Intermediate and cash flows of the Company and the Company its Subsidiaries as of the date thereof their respective dates and for the period indicated thereinperiods covered thereby in conformity with GAAP (except in the case of the Interim Financial Statements, (a) for recurring year end audit adjustments that would not be reasonably expected to be, except as otherwise noted therein.
(b) Attached as set forth on Section 4.07(b3G(ii) of the Company Seller Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31Letter, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, whichmaterial, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company SubsidiariesEntities, taken as a whole.
whole and (cb) for the absence of footnotes and other presentation items). Except as and to the extent set forth on in Section 3G(ii) of the 2020 Balance SheetSeller Disclosure Letter, the Company does not have any liability or obligation of a nature (whether accrued1) has not, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under its formation, carried on any contract to which business or conducted any operations other than holding ownership of the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition DateShares, (i2) neither has no assets other than the Company nor Shares, (3) is not party to or otherwise bound by any Company SubsidiaryContract and (4) has no Liabilities, nor, other than unpaid Taxes (that are current Taxes not yet due and payable) attributable to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative ownership of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofits Subsidiaries.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Share Purchase Agreement (Sensata Technologies Holding N.V.)
Financial Statements. (a) The Company has made available SSRG will deliver to Spartan MSC: (i) a true and complete copies copy of (i) the SSRG’s unaudited consolidated balance sheets sheet as of the Company Balance Sheet Date and the Company Subsidiaries as related unaudited consolidated statements of December 31operations, 2019 changes in SSRG’s stockholder’s deficit and December 31, 2020 cash flows for the six month period then ended and (the ii) a true and complete copy of SSRG’s audited balance sheet as of December 31, 20202013 and December 31, the “2020 Balance Sheet”) 2012 and the related unaudited consolidated audited statements of operations operations, changes in SSRG Stockholder’s deficit and cash flows for each of the Company years ended December 31, 2013 and December 31, 2012, prepared in accordance with GAAP, together with the Company Subsidiaries for the years then ended report of Ernst & Young, SSRG’s independent registered public accounting firm (collectively, the “Unaudited E&Y”), which has served as SSRG’s auditors since the audit of its 2010 financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “SSRG GAAP Financial Statements”), which Unaudited . The SSRG GAAP Financial Statements will be prepared from, are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with with, and accurately reflect, the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) books and (ii) fairly presentsrecords of SSRG, comply in all material respects, respects with applicable accounting requirements in the case of the SSRG GAAP Financial Statements; fairly present in all material respects the financial position, position and the results of operations and cash flows (and changes in financial position, if any) of the Company and the Company Subsidiaries SSRG as of the date thereof times and for the period indicated thereinperiods referred to therein (subject, in the case of unaudited statements, to normally recurring year-end adjustments that are not material either individually or in the aggregate and the absence of footnotes). The SSRG GAAP Financial Statements will be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as otherwise noted thereinset forth in the notes thereto). The SSRG GAAP Financial Statements will be in a form appropriate for filing with the Commission.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31E&Y, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim which will certify SSRG’s SSRG GAAP Financial Statements were prepared in accordance and related schedules, is an independent registered public accounting firm registered with IFRS applied on a consistent basis throughout the periods indicated Public Company Accounting Oversight Board (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeUnited States).
(c) Except as and to the extent set forth on the 2020 Balance SheetThere are no relationships or services, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities factors that may affect the objectivity and obligations which are not, individually or in the aggregate, expected independence of E&Y under applicable auditing standards. E&Y has not performed any non-audit services for any Person related to result in a Company Material Adverse EffectSSRG.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company OPC has made available furnished to Spartan true and complete copies of (i) Greif the unaudited consolidated balance sheets of the Company for OPC and the Company OPC Subsidiaries as of December 31June 30, 2019 1998 and December 31June 30, 2020 (the balance sheet as of December 311997, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations income, shareholders' equity, and cash flows for each of the Company years in the two-year period ended June 30, 1998, including, in each case, the related notes, all of which have been prepared for OPC and have been examined by and are accompanied by the Company Subsidiaries for the years then ended unqualified audit report of Ernst & Young LLP (collectively, the “Unaudited "OPC Financial Statements”"), which Unaudited . The OPC Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) books and records of OPC, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) basis, and (ii) fairly presents, in all material respects, present the financial position, results condition of operations and cash flows of the Company OPC and the Company OPC Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company dates stated and the Company Subsidiaries as results of March 31, 2021 operations of OPC and the related unaudited consolidated statements of operations and cash flows of the Company and the Company OPC Subsidiaries for the quarterly period periods then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) such practices. Undisclosed Liabilities. Except as and to the extent set forth on the 2020 Balance Sheetin Schedule 3.9, the Company does not have neither OPC nor any OPC Subsidiary has any liability or obligation of a any nature (whether liquidated, unliquidated, accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) required to be reflected on a balance sheet prepared except: Those set forth in the OPC Financial Statements which have not been paid or discharged since the date thereof; Those arising from and after the date of this Agreement under agreements or other commitments specifically identified in Schedule 3.9; Current liabilities (determined in accordance with Dutch GAAPgenerally accepted accounting principles) incurred since June 30, except for: (i) liabilities that were incurred 1998, in transactions in the ordinary course of business consistent with past practices which are properly reflected on OPC's or the applicable OPC Subsidiary's books and records and are not inconsistent with the other representations and agreements of the Jollays set forth in this Agreement; and Those arising under and as a result of this Agreement. Absence of Certain Changes. Except as set forth in Schedule 3.10, since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Jollays' Valuation Information, RDJ Holdings, OPC, and each OPC Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or have conducted their business only in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written orordinary course consistent with past practices and, to the knowledge of the CompanyJollays, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company there has not been: any material adverse change to either OPC or any Company OPC Subsidiary; any dividend or distribution to any shareholder of RDJ Holdings, OPC, or any OPC Subsidiary, other than in amounts consistent with past practices as shown in prior financial statements; any increase in compensation or employment benefits payable or provided to either Jollay from either RDJ Holdings, OPC or any OPC Subsidiary; xxx transaction entered into or carried out by either RDJ Holdings, OPC or any OPC Subsidiary other than in the ordinary and usual course of its business; any borrowing or guaranty, any loan or advance, or any agreement relating to the foregoing by either RDJ Holdings, OPC or any OPC Subsidiary or their respective internal any incurring by either RDJ Holdings, OPC or any OPC Subsidiary of any other obligation or liability, except current liabilities incurred in the usual and ordinary course of business and consistent with past practices; any change in OPC accounting controlsprinciples or practices or its method of application of such principles or practices; any mortgage, pledge, lien, security interest, hypothecation, charge or other encumbrance imposed or agreed to be imposed on or with respect to the property or assets of either OPC or any OPC Subsidiary; any purchase of or any agreement to purchase assets (other than inventory purchased in the ordinary course of business consistent with past practices) for an amount in excess of $250,000 for any one purchase made by either OPC or any OPC Subsidiary or $1,000,000 for all such purchases made by OPC and the OPC Subsidiaries combined or any lease or any agreement to lease, as lessee, any capital assets with payments over the term thereof to be made by either OPC or any OPC Subsidiary exceeding an aggregate of $250,000; or any labor dispute or disturbance adversely affecting the business operations or condition (financial or otherwise) of either OPC or any OPC Subsidiary, including without limitation efforts to effect a union representation election, actual or threatened employee strike, work stoppage or slow down. Taxes. Except as described on Schedule 3.11, to the Jollays' knowledge, RDJ Holdings, OPC and each OPC Subsidiary have duly, properly, and timely filed all federal, state, local and foreign tax returns and tax reports required to be filed by such entity, all such returns and reports are true, correct and complete, none of such returns and reports has been amended, and any and all taxes, assessments, fees and other governmental charges due from such complaintentity, allegationincluding without limitation those arising under such returns and reports, assertion have been fully paid or are fully accrued as liabilities in the OPC Financial Statements and will be timely paid. To the Jollays' knowledge, no claim that the Company has been made by authorities in any jurisdiction where either RDJ Holdings, OPC or any Company OPC Subsidiary has engaged in questionable accounting did not file tax returns that it is or auditing practices may be subject to taxation or to reporting therein. RDJ Holdings, OPC and (ii) there each OPC Subsidiary have been no internal investigations regarding accounting delivered to Greif copies of all federal, state, local, and foreign income tax returns filed for taxable periods ended on or revenue recognition discussed withafter December 31, reviewed 1993. Schedule 3.11 sets forth the dates and results of any and all audits conducted by or initiated at the direction of the chief executive officertaxing authorities against either RDJ Holdings, chief financial officerOPC, general counsel, the board of directors of the Company or any committee thereof.
(e) To OPC Subsidiary within the knowledge of the Company, no employee of the Company last five years or any Company Subsidiary has provided or is providing information otherwise with respect to any law enforcement agency regarding the commission or possible commission tax year for which assessment is not barred by any applicable statute of any crime or the violation or possible violation limitations. No waivers of any applicable Lawstatute of limitations for the filing of any tax returns or payment of any taxes or assessments of any deficient or unpaid taxes are outstanding. None of the CompanyExcept as set forth in Schedule 3.11, all deficiencies resulting from any Company Subsidiary audits have been paid or settled. Except as set out on Schedule 3.11, there are no pending or, to the knowledge best of each Jollay's knowledge, threatened federal, state, local or foreixx xxx xudits or assessments affecting either RDJ Holdings, OPC, or any OPC Subsidiary and there is no agreement with any federal, state, local or foreign taxing authority that may affect the subsequent tax liabilities of either RDJ Holdings, OPC or any OPC Subsidiary. Except as described on Schedule 3.11, to the Jollays' knowledge, neither RDJ Holdings, OPC nor any OPC Subsidiary is, on the date of this Agreement, nor will RDJ Holdings, OPC or any OPC Subsidiary be as of the CompanyClosing, any officerliable for taxes, employeeassessments, contractorfees or governmental charges for which it has not made adequate provision, subcontractor including setting aside a sufficient reserve to cover that potential liability in full in the RDJ Holdings' financial statements (which consist solely of a balance sheet) and the OPC Financial Statements. Except for the obligation to withhold income taxes from salaries and wages, there exists no tax-sharing agreement or agent of the Company arrangement pursuant to which either RDJ Holdings, OPC or any Company OPC Subsidiary has dischargedis obligated to pay the tax liability of either Jollay or any other Person, demotedor to indemnify any other Person xxxx xespect to any tax. Schedule 3.11 includes a list of all states, suspendedterritories and jurisdictions to which any tax is properly payable by either RDJ Holdings, threatened, harassed OPC or any OPC Subsidiary or in any other manner discriminated against an employee of which, to the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)Jollays' knowledge, a tax report must be filed.
Appears in 1 contract
Financial Statements. Each of the consolidated financial statements (aincluding, in each case, any related notes thereto) The Company has made available to Spartan true and complete copies of contained in the NPS SEC Reports (the "NPS Financials"), including each NPS SEC Report filed after the date hereof until the Closing: (i) complied as to form in all material respects with the unaudited consolidated balance sheets published rules and regulations of the Company and the Company Subsidiaries as of December 31SEC, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes Sarbanes-Oxley Act, with respect thereto) , (iii) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) accordxxxx xxxx XXXX applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor form under the Exchange Act), and (iiiii) fairly presents, presented in all material respects, respects the consolidated financial position, position of NPS and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of NPS's operations and cash flows for the periods indicated. The balance sheet of NPS contained in the NPS SEC Reports as of September 30, 2002 is hereinafter referred to as the "NPS Balance Sheet" and the date of the Company NPS Balance Sheet is hereinafter referred to as the "NPS Balance Sheet Date." Except as disclosed in the NPS Financials, since the NPS Balance Sheet Date and the Company Subsidiaries as of through the date thereof and for the period indicated thereinhereof, except as otherwise noted therein.
(b) Attached as Section 4.07(b) neither NPS nor any of the Company Disclosure Schedules are true and complete copies of the unaudited its Subsidiaries has any material liabilities required under GAAP to be set forth on a consolidated balance sheet of (absolute, accrued, contingent or otherwise), except for liabilities incurred since the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated NPS Balance Sheet Date in the notes thereto) ordinary course of business and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, consistent with past practices which, individually or in the aggregate, have are not beenmaterial to NPS, and would not reasonably be expected liabilities incurred pursuant to be, material to the Company and the Company Subsidiaries, taken as a wholethis Agreement.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Enzon Pharmaceuticals Inc)
Financial Statements. (a) The Company has made available to Spartan true Attached hereto as Section 2.6(a) of the Disclosure Schedule are true, correct, and complete copies of the (i) the unaudited audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2017, December 31, 2018 and December 31, 2019 (the “Balance Sheets”), and the related audited consolidated statements of income, stockholders’ equity, and cash flows of the Company for the fiscal years ended December 31, 2017, December 31, 2018, and December 31, 2019 (collectively, with the Balance Sheets, the “Annual Financial Statements”), and (ii) unaudited consolidated balance sheet of the Company as of December 31, 2020 (the balance sheet as of December 31, 2020“Latest Balance Sheet” and such date, the “2020 Latest Balance SheetSheet Date”) ), and the related unaudited consolidated statements of operations income, stockholders’ equity, and cash flows of the Company and the Company Subsidiaries for the years then twelve (12) months ended December 31, 2020 (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectivelyLatest Balance Sheet, the “Interim Financial Statements”, and together with the Annual Financial Statements, the “Financial Statements”). The Interim Financial Statements were have been based upon and are consistent in all material respects with the information contained in the Company’s books and records. The Financial Statements fairly present the consolidated financial condition of the Company, as of the dates thereof, and the cash flows and results of operations of the Company, for the periods related thereto, in all material respects and have been prepared in accordance with IFRS applied on GAAP in a manner consistent basis throughout with the periods indicated past practice of the Company (except as may be indicated therein or in the notes thereto) and fairly present), subject, in all material respects, the financial position, results of operations and cash flows case of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinInterim Financial Statements, except as otherwise noted therein and subject to normal and recurring year-end adjustmentsadjustments (the effect of which will not be materially adverse) and the absence of notes (that, whichif presented, individually or would not differ materially from those presented in the aggregateAnnual Financial Statements).
(b) Section 2.6(b) of the Disclosure Schedule sets forth a true, have not beencorrect, and would not reasonably be expected to be, material to complete list of the Company Indebtedness comprising the Indebtedness Payoff Amount and the Company Subsidiaries, taken as a wholecorresponding Closing Indebtedness Holders of such Indebtedness.
(c) Except as and to the extent set forth on the 2020 Balance SheetThere is no Person that has guaranteed any Indebtedness, the Company does not have any obligation or liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received of its Subsidiaries or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to for the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods benefit of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that of its Subsidiaries for the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed periods covered by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any Financial Statements other manner discriminated against an employee of the Company or any Company Subsidiary than as set forth in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)Financial Statements.
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan Set forth in Section 3.6 of the Seller Disclosure Schedule are true and complete copies of (i) the unaudited audited consolidated balance sheets of the Company sheet and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited audited consolidated statements of operations operations, changes in members’ equity and cash flows of the Company at and the Company Subsidiaries for the years then fiscal year ended December 31, 2011 (collectively, the “Unaudited Audited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presentsthe unaudited consolidated balance sheet and unaudited consolidated statements of operations, changes in all material respects, the financial position, results of operations members’ equity and cash flows of the Company and the Company Subsidiaries as of the date thereof at and for the nine (9) month period indicated thereinended September 30, except as otherwise noted therein.
2012 (bthe “Unaudited 2012 Financial Statements”) Attached as Section 4.07(band (iii) the monthly profit statements contained in the System Reports reflecting the categories of “revenues, net” and “operating expenses, excluding depreciation and amortization expense” for October, November and December in 2012 (the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company “Monthly System Profit Statements”). The Audited Financial Statements and the Company Subsidiaries as Unaudited 2012 Financial Statements have been prepared in accordance with GAAP consistently applied, and fairly present in all material respects the consolidated financial condition, results of March 31operations, 2021 and the related unaudited consolidated statements of operations changes in members’ equity and cash flows of the Company as of the dates thereof or the periods then ended, subject, in the case of the Unaudited 2012 Financial Statements, to normal year-end adjustments (none of which will be material in nature or amount) and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”)absence of notes and similar presentation items therein. The Interim Financial Statements were prepared Company and the Subsidiaries maintain a system of accounting and internal controls that provides reasonable assurances that financial transactions are executed in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly presentauthorization of management. There has been no material complaint, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject allegation or claim made to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected with respect to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods or internal controls over financial reporting of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that of the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there Subsidiaries. The Monthly System Profit Statements have been no prepared from the system of accounting and internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors controls of the Company or any committee thereof.
(e) To and the knowledge of Subsidiaries that were used to prepare the CompanyAudited Financial Statements and the Unaudited 2012 Financial Statements and fairly present in all material respects the consolidated net revenues and operating expenses, no employee excluding depreciation and amortization expense, of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding for the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)respective periods covered thereby.
Appears in 1 contract
Financial Statements. The Loan Parties have heretofore furnished to the Lenders (a) The Company has made available to Spartan true the audited consolidated statement of financial condition and complete copies consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for the fiscal year ended December 31, 2013, audited by and accompanied by the report of Deloitte & Touche LLP, independent registered public accounting firm, (ib) the unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for the fiscal quarter ended March 31, 2014, certified by a Financial Officer, (c) the unaudited consolidated balance sheets statement of financial condition and consolidated statements of income and cash flows as of the Company end of and for the Company Subsidiaries as of fiscal year ended December 31, 2019 and December 31, 2020 (2013 of the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) combined Guarantors and the related Subsidiaries, substantially in the form delivered pursuant to the Original Credit Agreement, (d) the unaudited condensed and consolidated statements statement of operations financial condition and condensed and consolidated of income and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of fiscal quarter ended March 31, 2021 2014 of the combined Loan Parties and the related unaudited consolidated statements of operations Subsidiaries, in the form delivered pursuant to the Original Credit Agreement and cash flows (e) a reconciliation prepared by a Financial Officer of the Company and the Company Subsidiaries for the quarterly period then ended financial statements referred to in clause (collectively, the “Interim Financial Statements”a) to those referred to in clause (c). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and Such audited financial statements fairly present, in all material respects, the consolidated financial position, position and results of operations of Blackstone Group and cash flows such unaudited condensed and consolidated financial statements fairly present, in all material respects, the condensed and consolidated financial position and results of operations of the Company combined Guarantors and the Company Subsidiaries as of such date and for such periods presented. Such financial statements and the notes thereto disclose all material liabilities, direct or contingent, of Blackstone Group and of the combined Guarantors and the Subsidiaries as of the date thereof and for the period indicated thereinthereof, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) such liabilities are required to be reflected on a balance sheet disclosed by GAAP. Such financial statements were prepared in accordance with Dutch GAAPGAAP applied on a consistent basis, except for: (i) liabilities that were incurred except, in the ordinary course of business since the date case of such 2020 Balance Sheet; (ii) obligations unaudited financial statements, for future performance under any contract the absence or incompleteness of footnotes and except as otherwise disclosed therein. The accounts of the Loan Parties have been and will continue to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or be consolidated with those of Blackstone Group in the aggregate, expected to result audited and unaudited consolidated financial statements of Blackstone Group included in a Company Material Adverse Effectits periodic reports filed with the SEC.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete copies audited consolidated financial statements of (i) IAMGOLD for the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of year ended December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2003 and the related unaudited interim consolidated financial statements of operations and cash flows of the Company and the Company Subsidiaries IAMGOLD for the years then 6 month period ended June 30, 2004 (collectively, the “Unaudited IAMGOLD Financial Statements”"), which Unaudited Financial Statements are attached each as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) filed or to be filed with Canadian securities regulatory authorities, (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) Canadian generally accepted accounting principles applied on a basis consistent basis throughout with that for the periods indicated (except audited consolidated financial statements of IAMGOLD for the year ended December 31, 2002 or the unaudited interim consolidated financial statements of IAMGOLD for the 6 month period ended June 30, 2003, as the case may be indicated in the notes thereto) and be, (ii) fairly presentsare true, correct and complete in all material respectsrespects and (iii) present fairly the consolidated financial condition (including assets and liabilities) of IAMGOLD as at the respective dates thereof and the revenues, the financial position, expenses and results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and IAMGOLD for the period indicated thereinrespective periods then ended. To the best knowledge and belief of IAMGOLD, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated audited financial statements of operations each IAMGOLD Significant Interest Company for its most recently completed financial year and cash flows of the any subsequent unaudited interim financial statements prepared by such IAMGOLD Significant Interest Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were A) have been prepared in accordance with IFRS applicable generally accepted accounting principles applied on a basis consistent basis throughout with that for the periods indicated (except as may be indicated audited financial statements of such IAMGOLD Significant Interest Company for the immediately preceding financial year or the unaudited interim financial statements of such IAMGOLD Significant Interest Company for the corresponding period in the notes theretoimmediately preceding financial year, as the case may be, (B) are true, correct and fairly present, complete in all material respects, respects and (C) present fairly the financial positioncondition (including assets and liabilities) of such IAMGOLD Significant Interest Company as at the respective dates thereof and the revenues, expenses and results of operations and cash flows of such IAMGOLD Significant Interest Company for the respective periods then ended. IAMGOLD has provided Gold Fields with copies of the Company and the Company Subsidiaries as of the date thereof and financial statements referred to above for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeeach IAMGOLD Significant Interest Company.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Purchase Agreement (Gold Fields LTD)
Financial Statements. (a) The Company has made available to Spartan true and complete copies of (i) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached Attached as Section 4.07(a) 4.8 of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules Letter are true and complete copies of the unaudited audited consolidated balance sheet sheets and statements of income, cash flow and stockholders’ equity of the Company and the Company its Subsidiaries as of March and for the years ended December 31, 2021 2015, December 31, 2014 and December 31, 2013, together with the auditor’s reports thereon (the “Audited Financial Statements” and, collectively with the Audited 2015 Segmented Financial Statements and the related unaudited Q1 Financial Statements (each as defined in, and to be delivered in accordance with, Section 6.8), the “Financial Statements”).
(b) Except as set forth on Section 4.8 of the Company Disclosure Letter, the Audited Financial Statements and, when delivered pursuant to Section 6.8, the Audited 2015 Segmented Financial Statements and the Q1 Financial Statements (i) fairly present in all material respects the consolidated statements of operations and cash flows financial position of the Company and its consolidated Subsidiaries, as at the Company Subsidiaries respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in stockholders’ equity (with respect to the Audited Financial Statements only) and their consolidated cash flows for the quarterly period respective periods then ended (collectivelysubject, in the “Interim case of the Q1 Financial Statements”, to normal year-end adjustments). The Interim Financial Statements , (ii) were prepared in accordance conformity with IFRS GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated therein or in the notes thereto), (iii) were prepared from, and fairly present, are in all material respectsaccordance with, the financial position, results of operations books and cash flows records of the Company and its consolidated Subsidiaries and (iv) when the Audited 2015 Segmented Financial Statements are delivered by the Company Subsidiaries for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.8, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Securities Exchange Act of 1934 (the “Exchange Act”) and the Securities Act in effect as of the date thereof respective dates thereof. The books and for records of the period indicated therein, except as otherwise noted therein Company and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, its Subsidiaries have not been, and would not reasonably be expected to beare being, maintained in all material to the Company respects in accordance with GAAP and the Company Subsidiaries, taken as a wholeany other applicable legal and accounting requirements.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared When delivered in accordance with Dutch GAAPSection 6.8(a), except for: the Audited 2015 Segmented Financial Statements will contain no material difference from the Audited Financial Statements for the year ended 2015 (i) liabilities that were incurred the “Audited 2015 Financial Statements”), other than the division of such information in the ordinary course Audited 2015 Financial Statements and use of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract footnotes as required to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or properly display segment reporting in the aggregate, expected to result in a Company Material Adverse EffectAudited 2015 Segmented Financial Statements.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (GP Investments Acquisition Corp.)
Financial Statements. (a) The Company has made available to Spartan true and complete Buyer copies of (ia) the audited consolidated balance sheets of Seller, Intermediate LLC, the Company and its Subsidiaries as at December 31, 2014 and December 31, 2013 and the related audited consolidated statements of income and of cash flows of Seller, Intermediate LLC, the Company and the Subsidiaries for the years then ended, and (b) the unaudited consolidated balance sheets sheet of Seller, Intermediate LLC, the Company and the Company Subsidiaries as of December at July 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2015 and the related unaudited consolidated statements statement of operations and cash flows income of Seller, Intermediate LLC, the Company and the Company Subsidiaries for the years seven month period then ended (collectivelysuch audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the “Unaudited Financial Statements”). Except as set forth on Schedule 3.6 and as set forth in the notes thereto and subject to, in the case of the unaudited financial statements, ordinary course year-end adjustments and the absence of footnote disclosure, none of which Unaudited would be, individually or in the aggregate, material, each of the Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was has been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) presents fairly presents, in all material respects, respects the consolidated financial position, results of operations and cash flows of Seller, Intermediate LLC, the Company and the Company Subsidiaries as of at the date thereof dates and for the period periods indicated therein. For the purposes hereof, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of Seller, Intermediate LLC, the Company and the Company Subsidiaries as of March at July 31, 2021 2015 is referred to as the “Balance Sheet” and July 31, 2015 is referred to as the related unaudited consolidated statements “Balance Sheet Date.”
(b) The Acquired Companies maintain internal accounting controls sufficient, in light of the Acquired Companies’ size, operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended industry, to provide reasonable assurances that (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared i) transactions are executed in accordance with IFRS applied on a consistent basis throughout the periods indicated management’s general or specific authorizations, (except ii) transactions are recorded as may be indicated necessary to permit preparation of financial statements in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as conformity with generally accepted accounting principles and to the extent set forth on the 2020 Balance Sheetmaintain accountability for assets, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwiseiii) required access to be reflected on a balance sheet prepared assets is permitted only in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company management’s general or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices specific authorization and (iiiv) there have been no internal investigations regarding accounting or revenue recognition discussed withaccounts, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofnotes and other receivables and inventory are recorded accurately.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Schweitzer Mauduit International Inc)
Financial Statements. (a) The Company Borrower has made available furnished to Spartan true the Administrative Agent and the Lenders complete and correct copies of of: (i) the unaudited audited consolidated balance sheets of the Company Borrower and its consolidated Subsidiaries for the Company Subsidiaries as of December 31fiscal years ended June 30, 2019 2011 and December 31June 30, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2012 and the related unaudited audited consolidated statements of operations income, shareholders’ equity, and cash flows of the Company Borrower and the Company its consolidated Subsidiaries for the fiscal years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each Borrower then ended, accompanied by the report thereon of Deloitte & Touche LLP; and (ii) the interim consolidated balance sheet, and the related statements of income and of cash flows, of the Unaudited Financial Statements (including Borrower and its Subsidiaries for the notes thereto) (i) was fiscal quarter ended September 28, 2012 and the fiscal quarter ended December 31, 2012. All such financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP, consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) stated therein), and (ii) fairly presents, in all material respects, present the financial position, position of the Borrower and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of the Company any such financial statements that are unaudited, to normal audit adjustments, none of which shall be material. The Borrower and the Company its Subsidiaries did not have, as of the date thereof of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of Loans or LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the period indicated thereinforegoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, except as otherwise noted thereinoperations, properties, assets, financial or other condition or prospects of the Borrower and its Subsidiaries.
(b) Attached as Section 4.07(b) The financial projections of the Company Disclosure Schedules are true Borrower and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company its Subsidiaries for the quarterly period then ended fiscal years ending June 30, 2012 through June 30, 2018 prepared by the Borrower and delivered to the Administrative Agent and the Lenders (collectively, the “Interim Financial StatementsProjections”). The Interim Financial Statements ) were prepared on behalf of the Borrower in accordance with IFRS applied on a consistent basis throughout good faith after taking into account historical levels of business activity of the Borrower and its Subsidiaries, known trends, including general economic trends, and all other information, assumptions and estimates considered by management of the Borrower and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Borrower’s projected consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods indicated (except covered by the Financial Projections may differ materially from the Financial Projections. No facts are known to the Borrower as may be indicated of the Closing Date which, if reflected in the notes thereto) and fairly presentFinancial Projections, would result in all a material respectsadverse change in the assets, the financial positionliabilities, results of operations and or cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated reflected therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true Attached as Section 3.6(a) of the Disclosure Schedule is a correct and complete copies of copy of: (i) the audited consolidated balance sheet of AdParlor Holdings as of December 31, 2017, and December 31, 2018, and the related audited consolidated statements of income and retained earnings and cash flows for each of the fiscal years then ended (collectively, the “Year-End Financial Statements”), and (ii) the unaudited consolidated balance sheets sheet of the Company and the Company Subsidiaries Sellers as of December 31April 30, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Most Recent Balance SheetSheet Date”) and the related unaudited consolidated statements of operations income and retained earnings and cash flows of flow for the Company interim period then ended and the Company Subsidiaries for the years then ended comparable prior year period (collectively, the “Unaudited Most Recent Financial Statements” and, together with the Year-End Financial Statements, the “Financial Statements”). The revenue, which Unaudited expenses, net profit and assets of AdParlor International Holdings represents less than, in each case, $50,000 of the revenue, expenses, net profit and assets reflected in the Financial Statements are attached as Section 4.07(a) for each of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted included therein.
(b) Attached The Financial Statements fairly present in all material respects the consolidated financial condition, results of operations and changes in cash flow of the Business as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP (except as otherwise disclosed therein and the Most Recent Financial Statements are subject to normal year-end adjustments that will not, except as set forth on Section 4.07(b3.6(b) of the Company Disclosure Schedules are true and complete copies of Schedule, be material individually or in the unaudited consolidated balance sheet of the Company aggregate and the Company Subsidiaries as absence of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”notes). The Interim Financial Statements were prepared in accordance with IFRS applied on a reflect the consistent basis application of such accounting principles throughout the periods indicated involved, except as disclosed therein. The Financial Statements have been prepared from, and are in accordance with, Sellers’ books and records in all material respects (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated disclosed therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole).
(c) Except as Sellers have established and maintain, adhere to and enforce a system of internal accounting controls sufficient to provide reasonable assurances regarding the extent reliability of financial reporting and preparation of the Financial Statements in accordance with GAAP. Since January 1, 2015, no Seller has identified or been given notice of any claim or allegation regarding any fraud that involves a member of the management of any Seller who has responsibility for the preparation of the Financial Statements or the internal controls utilized by any Seller.
(d) The accounts receivable set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAPthe Most Recent Financial Statements, except for: (i) liabilities that were incurred and all accounts receivable of Sellers arising since the Most Recent Balance Sheet Date, represent bona fide claims in the ordinary course of business since (subject to normal discounts, allowances and rebates in the date ordinary course of such 2020 Balance Sheet; (ii) business consistent with past practice). The reserve for bad debts shown on the balance sheet in the Most Recent Financial Statements has been determined in accordance with GAAP, consistently applied. To Sellers’ Knowledge, other than as specifically included in the calculation of the reserve for bad debts, no account debtor has refused or threatened to refuse to pay its obligations for future performance under any contract reason, no account debtor is insolvent or bankrupt, and no account receivable is pledged to which the Company or any Company Subsidiary is a third party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge Except as set forth on Section 3.6(e) of the CompanyDisclosure Schedule, no employee of the Company or neither any Company Subsidiary has provided Seller nor AdParlor International Holdings has, or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Companysubject to, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)Funded Indebtedness.
Appears in 1 contract
Financial Statements. (a) The Company has made available furnished to Spartan true and complete copies of (i) the unaudited consolidated Purchaser audited balance sheets of for the Company and (including the Company Subsidiaries Maine Media Business) as of December 3128, 2019 1996 and December 3127, 2020 (the balance sheet as of December 311997, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated audited statements of operations income and retained earnings, and cash flows of the Company and the Company Subsidiaries for the years then ended ended, all certified by Coopers & Xxxxxxx L.L.P., independent accountants, whose opinions thereon are included therein (collectivelycollectively referred to herein as the "Audited Financial Statements"). Except as otherwise disclosed in Section 3.5 of the Disclosure Schedule, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Audited Financial Statements (including the any notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presentspresent fairly, in all material respects, the financial position, results of operations and cash flows position of the Company (including the Maine Media Business) as of December 28, 1996 and December 27, 1997, and the Company Subsidiaries as results of the date thereof its operations and its cash flows for the period indicated therein, except as otherwise noted thereinyears then ended and have been prepared in conformity with GAAP.
(b) Attached as Section 4.07(bThe Company has furnished to Purchaser (i) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of sheets for the Company and the Company Subsidiaries Stations as of March December 31, 2021 1994, December 31, 1995, December 31, 1996 and the related unaudited December 31, 1997 and consolidated statements of operations for the years then ended, in each case as set forth on pages 114 and cash flows 115 of the Company Confidential Memorandum (excluding, without limitation, any estimated, budgeted or projected information set forth therein) and (ii) the Company Subsidiaries consolidated balance sheets for the quarterly Stations as of June 30, 1998 and consolidated statements of operations for the Stations for the six month period then ended (collectivelythe financial statements referred to in clauses (i) and (ii) are collectively referred to herein as the "Unaudited Financial Statements" and, together with the Audited Financial Statements, the “Interim "Financial Statements”"). The Interim Except as otherwise disclosed in Section 3.5 of the Disclosure Schedule, the Unaudited Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the including any notes thereto) and fairly presentpresent fairly, in all material respects, the financial positionposition of the Stations, as of the dates thereof and the results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein Stations for the periods then ended and subject to normal and recurring year-end adjustments, which, individually or have been prepared in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeconformity with GAAP.
(c) Except as and to the extent set forth on in Section 3.5 of the 2020 Balance SheetDisclosure Schedule, the Company does not have any liability there are no liabilities or obligation of a nature obligations, secured or unsecured (whether absolute, accrued, absolute, contingent or otherwise) , and whether due or to become due), of the Company with respect to the Stations of a nature required by GAAP to be reflected on in a corporate balance sheet prepared in accordance with Dutch GAAPsheet, except for: such liabilities and obligations (i) liabilities that are adequately accrued or reserved against in the Financial Statements or disclosed in the notes thereto (ii) that were incurred after June 30, 1998 either in the ordinary course of business since consistent with past practice or in connection with the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; transactions contemplated by this Agreement or (iii) such other liabilities and obligations which that are not, individually or immaterial in the aggregate, expected to result in a Company Material Adverse Effectamount.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete Parent copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as of and for the fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively, and the related audited statements of operations, income, changes in stockholder equity and cash flows for the years then ended (collectively, the “Audited Financial Statements”), and (ii) the unaudited consolidated balance sheets of the Company and the Company its Subsidiaries as of December and for the five (5) month period ended May 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2017 and the related unaudited consolidated statements of operations operations, changes in stockholder equity and cash flows of (the Company “Interim Financial Statements, and together with the Company Subsidiaries for the years then ended (collectivelyAudited Financial Statements, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached . Other than as set forth on Section 4.07(a) 4.05 of the Company Disclosure Schedule. Each of , the Unaudited Financial Statements (including the notes thereto) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) GAAP, and (ii) fairly presentspresent fairly, in all material respects, the consolidated financial position, results of operations and cash flows position of the Company and the Company its Subsidiaries as of the date thereof indicated and the results of operations for the period indicated thereinthen ended, except with respect to the Interim Financial Statements, for (x) normal year-end adjustments; and (y) the absence of disclosures normally made in footnotes. The balance sheet as otherwise noted thereinof May 31, 2017, which is included in the Interim Financial Statements, is referred to herein as the “Latest Balance Sheet” and May 31, 2017 is referred to as the “Latest Balance Sheet Date”.
(b) Attached The books and records of the Company and its Subsidiaries have been maintained in all material respects in the Company’s and its Subsidiaries’ ordinary manner, in accordance with GAAP, except as set forth on Section 4.07(b) 4.05 of the Company Disclosure Schedules are true Letter. The Company and complete copies its Subsidiaries maintain, or cause to be maintained, internal controls over financial reporting sufficient to provide reasonable assurance (i) regarding the reliability of the unaudited consolidated balance sheet Company’s and its Subsidiaries’ financial reporting and the preparation of financial statements in accordance with GAAP, (ii) that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with the Company Subsidiaries as authorization of March 31, 2021 the applicable management and the related unaudited consolidated statements of operations and cash flows directors of the Company and its Subsidiaries, and (iii) regarding the Company Subsidiaries for prevention or timely detection of the quarterly period then ended (collectivelyunauthorized acquisition, use or disposition of the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied Company’s or its Subsidiaries’ assets that could have a material effect on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows statements of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company its Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete copies audited balance sheet of (i) the unaudited consolidated balance sheets of the Company and the Company Subsidiaries Acquiror as of December 31, 2019 1999 (the "Acquiror Balance Sheet"), and the related statements of operations, cash flows, and stockholders' equity for the period March 19, 1999 (inception) through December 31, 2020 (1999, including the notes thereto and the accompanying report of Xxxxx and Company, certified public accountants, and the unaudited balance sheet of Acquiror as of December 31September 30, 20202000, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and operations, cash flows of the Company and the Company Subsidiaries stockholders' equity for the years nine months then ended (collectively, the “Unaudited "Acquiror Financial Statements”), which Unaudited ") have been delivered to Company and made available to Xxxxxx. The Acquiror Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) generally accepted accounting principles consistently applied on a consistent basis throughout the periods indicated (except and fairly present the financial condition of Acquiror as may be indicated in of their respective dates and the notes thereto) results of its operations for the periods covered thereby. To the best knowledge of Acquiror and (ii) fairly presents, in all material respectsthe Stockholders, the unaudited financial position, results statements include all adjustments (all of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and which are normal recurring adjustments) necessary for the period indicated therein, except as otherwise noted thereinsuch fair presentation.
(b) Attached Acquiror did not have, as Section 4.07(bof the date of the Acquiror Balance Sheet, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) of a nature customarily reflected in financial statements or the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were notes thereto prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholegenerally accepted accounting principles.
(c) Except as and to As of the extent set forth on the 2020 Balance SheetClosing Date, the Company does Acquiror will not have any liability debts, liabilities or obligation obligations of a nature (any nature, whether accrued, absolute, contingent or otherwise) required , and whether due or to be reflected on a balance sheet prepared in accordance with Dutch GAAPbecome due. For purposes of this Agreement, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under term "liabilities" shall include, without limitation, any contract to which the Company direct or any Company Subsidiary is a party; indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or (iii) such other liabilities and obligations which are notresponsibility, individually fixed or in the aggregateunfixed, expected to result in a Company Material Adverse Effectknown or unknown, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured.
(d) Since The books and records, financial and otherwise, of Acquiror are in all material respects complete and correct and have been maintained in accordance with sound business and bookkeeping practices so as to accurately and fairly reflect, in reasonable detail, the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative transactions and dispositions of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge assets of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofAcquiror.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Third Wave Media LTD)
Financial Statements. (a) The Company Parent has made available to Spartan filed with the SEC true and complete correct copies of (i) the unaudited audited consolidated balance sheets of the Company Parent and the Company Subsidiaries its consolidated subsidiaries as of December 31, 2019 and December 312005, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations operations, comprehensive loss and stockholders’ equity and cash flows for the year then ended, including footnotes thereto, audited by Gxxxxxxxx Gxxxx Kxxxxxx LLP, registered independent public accountants and an interim balance sheet of the Company Parent and its consolidated subsidiaries as of September 30, 2006, and the Company Subsidiaries for the years then ended (collectivelyrelated consolidated statements of operations, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) comprehensive loss and (ii) fairly presents, in all material respects, the financial position, results of operations stockholders’ equity and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinyear then ended, except as otherwise noted therein.
including footnotes thereto, reviewed by Ernst& Young LLP, registered independent public accountants (b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Parent Financial Statements”). The Interim Parent Financial Statements (i) were prepared in accordance with IFRS applied on a consistent basis throughout GAAP; (ii) fairly and accurately present the Parent’s financial condition and the results of its operations as of their respective dates and for the periods indicated (except as may be indicated in the notes thereto) and fairly presentthen ended, in all material respects, the financial position, results of operations ; (iii) contain and cash flows reflect all necessary adjustments and accruals for a fair presentation of the Company and the Company Subsidiaries Parent’s financial condition as of their dates, in all material respects; and (iv) contain and reflect adequate provisions for all reasonably anticipated liabilities for all material income, property, sales, payroll or other Taxes applicable to the date thereof and for Parent with respect to the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material periods then ended. The Parent has heretofore delivered to the Company complete and accurate copies of all “management letters” received by it from the Company Subsidiaries, taken as a wholeParent’s accountants and all responses during the last three years by lawyers engaged by the Parent to inquiries from the Parent’s accountant or any predecessor accountants.
(cb) Except as specifically disclosed or as reflected in the Exchange Act Filings, reflected or fully reserved against in the Parent Financial Statements and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation for liabilities and obligations of a similar nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared and in accordance with Dutch GAAP, except for: (i) liabilities that were similar amounts incurred in the ordinary course of business since the date of such 2020 Balance Sheet; the Parent Financial Statements, there are no liabilities, debts or obligations of any nature (iiwhether accrued, absolute, contingent, liquidated or unliquidated, unasserted or otherwise) obligations for future performance relating to the Parent or Acquisition Corp. All debts and liabilities, fixed or contingent, which should be included under any contract to which GAAP on an accrual basis on the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which Parent Financial Statements are not, individually or in the aggregate, expected to result in a Company Material Adverse Effectincluded therein.
(dc) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative As of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) Closing Date there will have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at Material Adverse Change to the direction assets of the chief executive officer, chief financial officer, general counsel, Parent that are being held in trust for the board of directors benefit of the Company or any committee thereofParent.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (Argyle Security Acquisition CORP)
Financial Statements. (a) The Company has made available to Spartan true SPAC (i) true, correct and complete copies of (i) the unaudited audited financial statements, consisting of the consolidated balance sheets sheet and statements of the Company net loss, comprehensive loss, and the Company Subsidiaries cash flows of Air Water Units Trading Limited as of and for the years ended December 31, 2019 2021 and December 31, 2020 (the balance sheet as “Audited Company Financial Statements”) and (ii) unaudited consolidated financial statements of Air Water Units Trading Limited for the year ended December 31, 20202022 (the “Unaudited Company Financial Statements” and collectively with the Audited Financial Statements, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a.
(b) of the The Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was fairly present in all material respects the consolidated financial position of the applicable Target Companies, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in shareholders’ equity and their consolidated cash flows for the respective periods then ended, (ii) were prepared in accordance conformity with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) IFRS applied on a consistent basis throughout during the periods indicated (involved, except as may be indicated in the notes theretothereto and with respect to the Unaudited Company Financial Statements, subject to the absence of footnotes and normal year-end adjustments (none of which would be material, individually or in the aggregate), (iii) were prepared from, and (ii) fairly presentsare in accordance with, in all material respects, the financial positionbooks and records of the applicable Target Companies and (iv) with respect to the Audited Financial Statements, results contain an unqualified report of operations the Company’s auditor in connection with such Audited Financial Statements, F.M.A. Accounting & Auditing L.L.C. The Audited Financial Statements, when delivered after the date hereof by the Company for inclusion in the Registration Statement and cash flows the Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 9.6, will have been audited in accordance with the standards of the Public Company Accounting Oversight Board and 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 applicable to a registrant in effect as of the respective dates thereof.
(c) The Company has not identified, and has not received from any independent auditor of the Company and any written notification of, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company Subsidiaries or (iii) any written claim or allegation regarding any of the foregoing.
(d) There are no outstanding loans or other extensions of credit made by the Target Companies to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Target Companies.
(e) As of the date thereof and for hereof, the period indicated therein, except as otherwise noted thereinTarget Companies do not have any Indebtedness of the type referred to in clauses (a)-(e) of the definition thereof.
(bf) Attached as Section 4.07(b) Except for those that will be reflected or reserved on or provided for in the balance sheets of the Company Disclosure Schedules are true and complete copies contained in the Company Financial Statements, no Target Company has any Liabilities of the unaudited consolidated a nature required to be disclosed on a balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated IFRS, except for (except as may be indicated i) those that were incurred after December 31, 2022 in the notes thereto) and fairly presentordinary course of business, in all material respects, the financial position, results none of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, whichwhich are material, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the any Target Company or any Company Subsidiary is a party; , or (iii) such other liabilities and obligations which are not, individually or Liabilities incurred for transaction expenses in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledgeconnection with this Agreement, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime Ancillary Document or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)Transactions.
Appears in 1 contract
Financial Statements. (a) The Company has previously made available to Spartan true and complete Parent copies of (i) the consolidated balance sheets of the Company and its Subsidiaries as of July 31, 2007, 2008 and 2009, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2009 (as amended prior to the date hereof, the “Company 2009 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit reports of Wolinetz, Lafazan & Company, P.C., independent public accountants with respect to the Company for the years ended July 31, 2007, 2008 and 2009, and (ii) the unaudited consolidated balance sheets of the Company and the Company its Subsidiaries as of December October 31, 2019 2009 and December 31April 30, 2020 (the balance sheet as of December 312010, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations income, changes in stockholders equity and cash flows of the three- and six-month periods then ended, as reported in the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended October 31, 2009 and April 30, 2010, respectively (the “Company 10-Qs” and together with the Company Subsidiaries for the years then ended (collectively2009 10-K, the “Unaudited Company Financial StatementsInformation”), which Unaudited . The Company Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) Information fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows position of the Company and the Company its Subsidiaries as of the date thereof and for the period indicated thereinthereof, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and other financial statements referred to in this Section 4.9 (including the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectivelynotes, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretowhere applicable) and fairly present, in all material respects, the financial position, results of operations and the consolidated operations, cash flows and changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the Company Subsidiaries respective fiscal periods or as of the date thereof and for the period indicated thereinrespective dates therein set forth, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or audit adjustments in amounts consistent with past experience in the aggregatecase of unaudited statements. The Company Financial Information complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and Applicable Canadian Securities Laws with respect thereto, have not been, and would not reasonably be expected to be, material to has been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the Company and the Company Subsidiaries, taken as a whole.
(c) periods involved. Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are would not, individually or in the aggregate, be reasonably expected to result in a Company Material Adverse Effect.
(d) Since , all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the Acquisition Datecase may be, (i) neither the Company nor any Company Subsidiary, nor, on or prior to the Company’s knowledgedate hereof under, with respect to, or on account of, any director, officer, employee, auditor, accountant, direct or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge indirect assets of the Company, oralits Subsidiaries and its material joint ventures, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and have been: (i) duly paid; (ii) there have been no internal investigations regarding accounting duly performed; or revenue recognition discussed with, reviewed by (iii) duly reserved or initiated at provided for prior for the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofdate hereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (Capital Gold Corp)
Financial Statements. (a) The Company has made available to Spartan true and complete copies of (i) the unaudited consolidated balance sheets sheet of the Company Borrower and the Company its Consolidated Subsidiaries as of December at August 31, 2019 and December 311996, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated income statements and statements of operations and cash flows flow of the Company Borrower and the Company its Consolidated Subsidiaries for the years fiscal year then ended (collectivelyended, and the “Unaudited Financial Statements”)accompanying notes, which Unaudited Financial Statements are attached as Section 4.07(a) together with the opinion thereon, of Xxxxxx Xxxxxxxx & Co., independent certified public accountants, and the interim financial statements of the Company Disclosure Schedule. Each Borrower and its Consolidated Subsidiaries as at and as of (as the case may be) November 30, 1996, copies of which have been furnished to the Issuing Bank and each of the Unaudited Financial Statements (including Banks, are complete and correct in all material respects and fairly present the notes thereto) (i) was prepared financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the results of the operations of the Borrower and its Consolidated Subsidiaries for the periods covered by such statements, all in accordance with GAAP consistently applied (subject, in the International Financial Reporting Standards as adopted by case of interim financial statements, to year-end adjustments and except, in the European Union (“IFRS”) applied on a consistent basis throughout case of such interim financial statements, for the periods indicated (except as may be indicated absence of GAAP notes thereto). As of the date hereof, there are no liabilities of the Borrower or any of its Consolidated Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements referred to above, or in the notes thereto) , other than liabilities arising in the ordinary course of business since August 31, 1996, and (ii) fairly presentsthe liabilities created by this Agreement and the Subsidiary Guarantees. No information, in all material respects, exhibit or report furnished by the financial position, results of operations and cash flows Borrower or any Subsidiary of the Company and Borrower to the Company Subsidiaries as Issuing Banks or the Banks in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state any fact necessary to make the statements contained therein not materially misleading. Since the date of the date thereof and for most recent financial statements delivered to the period indicated thereinBanks hereunder, except as otherwise noted therein.
there has been no material adverse change in the condition (b) Attached as Section 4.07(b) financial or otherwise), business or operations of the Company Disclosure Schedules are true Borrower and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company its Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company AUSA has made available previously delivered to Spartan true ALHC complete and complete correct copies of (i) the unaudited audited consolidated balance sheets sheet of the Company AUSA and the Company AUSA Subsidiaries as of at December 31, 2019 2007, 2006 and December 312005, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited audited consolidated statements of operations and income, cash flows and stockholders’ equity of the Company AUSA and the Company AUSA Subsidiaries for the years then ended, audited by Xxxx & Associates LLP, independent certified public accountants, and (ii) unaudited consolidated balance sheet of AUSA and the AUSA Subsidiaries (the “AUSA Balance Sheet”) at June 30, 2008 (the “AUSA Balance Sheet Date”) and unaudited consolidated statements of income, cash flow, and stockholders’ equity of AUSA and the AUSA Subsidiaries for the six months then ended (collectively, the financial statements described in sections (i) and (ii) are collectively referred to as the “Unaudited AUSA Financial Statements”), all of which Unaudited Financial Statements are attached as Section 4.07(a) have been prepared from the books and records of AUSA and the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared AUSA Subsidiaries in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP consistently applied on a consistent basis and maintained throughout the periods indicated (except as may be indicated in the notes theretoto the AUSA Financial Statements) and (ii) fairly presents, present in all material respects, respects the consolidated financial position, condition of AUSA and the AUSA Subsidiaries at their respective dates and the consolidated results of operations and cash flows of the Company AUSA and the Company AUSA Subsidiaries for the periods covered by the AUSA Financial Statements. Except as set forth on Section 2.9.1 of the date thereof and for AUSA Disclosure Schedule, the period indicated thereinstatements of income representing in part the AUSA Financial Statements do not contain any items of special or nonrecurring revenue or income or any revenue or income not earned in the Ordinary Course of Business, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of expressly specified in the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations income and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholerelated notes.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (Access Plans Inc)
Financial Statements. (a) The Company has made available to Spartan true and Attached as Section 4.07(a) of the Disclosure Schedule are complete copies of (i) the unaudited audited combined and consolidated balance sheets of the Company and the Company its Subsidiaries as of December 31, 2019 2014 and December 31, 2020 (2013 and the balance sheet as related audited combined and consolidated statements of operations, equity, and cash flows for the year ended December 31, 2020, the “2020 Balance Sheet”) 2014 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended period from May 17, 2013 to December 31, 2013 (collectively, the “Unaudited Audited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries (the Company Subsidiaries “Latest Balance Sheet”) as of March 31September 30, 2021 2015 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations operations, equity, and cash flows of the Company and the Company its Subsidiaries for the quarterly nine-month period then ended as of the Balance Sheet Date (collectively, with the Latest Balance Sheet, the “Interim Financial Statements” and collectively with the Audited Financial Statements, the “Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretox) and fairly presentpresent fairly, in all material respects, the consolidated financial position, results of operations and cash flows position of the Company and its Subsidiaries at each of the balance sheet dates and the consolidated results of operations, equity and cash flows for each of the periods covered thereby, in each case in accordance with GAAP, and (y) have been prepared in accordance with GAAP, except in each case that the Interim Financial Statements do not reflect year-end adjustments and do not contain footnote disclosures and other presentation items, none of which will be material in the aggregate.
(b) Except as set forth in Section 4.07(b) of the Disclosure Schedule, there has not been any change by the Company or any of its Subsidiaries in its application of GAAP, or any material accounting methods, policies, practices and procedures, in each case as were used in the preparation of the date thereof and Audited Financial Statements as at or for the period indicated thereinended December 31, except 2013. Except as otherwise noted therein disclosed in the Interim Financial Statements and for deposits under Real Property Leases, neither the Company nor any of its Subsidiaries has any funds or other assets on deposit or subject to normal any escrow that has not been fully and recurring year-end adjustments, which, individually finally released or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholesettled.
(c) The Company and its Subsidiaries make and keep books and records and maintain internal accounting controls in each case that are commercially reasonable for a privately owned non-public company. Except as set forth in Section 4.07(c) of the Disclosure Schedule, since May 17, 2013 (and to the Company’s Knowledge, since January 1, 2012) there has not been any fraud that involves management or other employees who have a material role in the internal controls of the Company or any of its Subsidiaries. Since the Balance Sheet Date, there have been no material changes in internal controls or in other factors that could materially and adversely affect internal controls by the Company or any of its Subsidiaries, including any corrective actions with regard to material deficiencies and material weaknesses.
(d) Neither the Company nor any of its Subsidiaries has any material Liabilities (and to the Company’s Knowledge, there is no basis for any present or future action, suit, Proceeding, hearing, investigation, charge, complaint, claim, or demand against the Company or any of its Subsidiaries giving rise to any Liability) except (i) to the extent set forth on specifically reflected and accrued for or specifically reserved against in the 2020 Latest Balance Sheet, (ii) for Liabilities incurred subsequent to the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred Balance Sheet Date in the ordinary course of business since consistent with past practice (none of which results from, arises out of, relates to, is in the date nature of, or was caused by any breach of such 2020 Balance Sheet; (iicontract, breach of warranty, tort, infringement, or violation of law) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or and (iii) such other liabilities and obligations which are not, individually or Liabilities disclosed in the aggregate, expected to result in a Company Material Adverse Effect.
(dSection 4.07(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge Disclosure Schedule. Section 4.07(d) of the Company, oral, regarding Disclosure Schedule sets forth the accounting or auditing practices, procedures, methodologies or methods names of all Persons to whom Funded Debt and Transaction Expenses shall be due and the Company or any Company Subsidiary or their respective internal accounting controls, including any estimated amounts due to each such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofPerson.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan Attached as Schedule 6.1(f), are true and complete copies of (i) the unaudited consolidated audited balance sheets sheet of the Company and the Company Subsidiaries ALT as of December 31September 30, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2004 and the related unaudited consolidated statements of operations income, members’ equity and cash flows of the Company and the Company Subsidiaries flow for the years then fiscal year ended September 30, 2004, together with the notes thereto and accompanied by the report of independent certified public accountants (collectively, the “Unaudited Audited ALT Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presentsthe preliminary, in all material respectsunaudited, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated unconsolidated balance sheet and related statement of the Company and the Company Subsidiaries as income of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended ALT (collectively, the “Interim Financial Statements”) as of September 30, 2005 (the “Balance Sheet Date”). (The Audited ALT Financial Statements and the Interim Financial Statements are collectively referred to herein as the “ALT Financial Statements”). The Interim ALT Financial Statements were have been prepared in accordance with IFRS applied on a and are consistent basis throughout with the periods indicated (except as may be indicated in the notes thereto) books and records of ALT, fairly present, in all material respects, present the financial position, positions and results of operations and cash flows of ALT (and, for the Company and the Company Subsidiaries Audited ALT Financial Statements, ALT’s consolidated subsidiaries) as of the date thereof dates and for the period indicated thereinperiods indicated, are stated in material conformity with GAAP, consistently applied, except as otherwise noted therein clearly and subject to normal conspicuously stated, and recurring year-end adjustmentsexcept that the Interim Financial Statements do not contain a full set of footnotes, whichand can be legitimately reconciled with the financial statements and with the financial records maintained and the accounting methods applied by ALT for federal income tax purposes. Except as set forth on Schedule 6.1(f), individually or the statements of income included in the aggregate, have ALT Financial Statements do not beencontain any material items of special or non-recurring income except as expressly specified therein, and would the balance sheets included in the ALT Financial Statements do not reasonably be expected to bereflect any write-up or revaluation increasing the book value of any assets except as otherwise clearly and conspicuously stated therein. The books and accounts of ALT are complete and correct in all material respects and fairly reflect, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability required or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch permitted by GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative all of the Company or any Company Subsidiarytransactions, has received or otherwise had or obtained knowledge items of any complaint, allegation, assertion or claim, whether written or, to the knowledge income and expense and all assets and liabilities of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods business of ALT consistent with prior practices of the Company or any Company Subsidiary or their respective internal accounting controlscompany, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable past accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed treatments utilized by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofALT.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Transfer and Exchange Agreement (Apollo Resources International Inc)
Financial Statements. (a) The Company has made available to Spartan true and complete Attached as Schedule 4.08 hereto are copies of (i) the unaudited audited consolidated balance sheets of the Company and the Company its Subsidiaries as of at December 31, 2019 2022 and December 312021, 2020 and the related audited consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for the periods then ended, together with the auditor’s reports thereon (the “Audited Financial Statements”), and (ii) the unaudited consolidated condensed balance sheet of the Company as at June 30, 2023 (the balance sheet as of December 31June 30, 20202023, the “2020 Most Recent Balance Sheet” and the date thereof, the “Most Recent Balance Sheet Date”) and the related unaudited consolidated condensed statements of operations income and comprehensive income, stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the years then six-month period ended June 30, 2023 (collectivelythe “Interim Financial Statements” and, together with the Audited Financial Statements, the “Unaudited Financial Statements”), which Unaudited .
(b) The Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presentspresent fairly, in all material respects, the consolidated financial position, cash flows, income, changes in equity and results of operations and cash flows of the Company and the Company its Subsidiaries as of the date thereof dates and for the period periods indicated therein, in such Financial Statements in conformity with GAAP during the periods involved (except as otherwise noted therein.
(b) Attached as Section 4.07(b) indicated in such statements and, in the case of the Company Disclosure Schedules are true Interim Financial Statements, subject to the absence of footnotes and complete copies of other presentation items and for normal or immaterial year-end adjustments) and were derived from, the unaudited consolidated balance sheet books and records of the Company and the Company its Subsidiaries as of March 31, 2021 (which books and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly presentrecords are, in all material respects, the financial position, results of operations true and cash flows of the Company complete and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or have been maintained in the aggregate, have not been, and would not reasonably be expected to be, all material to the Company and the Company Subsidiaries, taken as a wholerespects in accordance with commercially reasonable business practices).
(c) Except as The Company and its Subsidiaries have established and maintain systems of internal accounting controls that are designed to the extent set forth on the 2020 Balance Sheetprovide, the Company does not have any liability or obligation of a nature in all material respects, reasonable assurance that (whether accrued, absolute, contingent or otherwisei) required to be reflected on a balance sheet prepared all transactions are executed in accordance with Dutch GAAP, except for: management’s authorization and (iii) liabilities all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with GAAP and to maintain accountability for the Company’s and its Subsidiaries’ assets. The Company has engaged an auditing firm that were incurred in the ordinary course of business has at all required times since the date of such 2020 Balance Sheet; enactment of the Xxxxxxxx-Xxxxx Act been (iix) obligations for future performance under any contract a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act), (y) “independent” with respect to which the Company or any and each of its Subsidiaries within the meaning of Regulation S-X under the Exchange Act, and (z) in compliance with subsections (g) through (l) of Section 11A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse EffectAccounting Oversight Board thereunder.
(d) Since As of the Acquisition Datedate of this Agreement, (i) neither the Company nor any Company Subsidiary, nor, to principal balance outstanding under the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative and its Subsidiaries’ collective credit facilities is not in excess of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof$20,000,000.
(e) To The Company has not identified or been made aware of any, and to the knowledge Knowledge of the Company, there is no employee (i) “significant deficiency” in the internal accounting controls of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or any (iii) fraud, whether or not material, that involves management or other employees of the Company Subsidiary has provided or is providing information to any law enforcement agency regarding who have a significant role in the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None internal accounting controls of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The As used herein, the term “Company has made available to Spartan true and complete copies of Financials” means (i) when delivered in accordance with Section 6.4(a), the unaudited PCAOB Company Financials, (ii) the draft consolidated audited financial statements of the Lexasure Companies (including, in each case, any related notes thereto), consisting of the draft consolidated audited balance sheets of the Company Lexasure Companies as of June 30, 2022 and June 30, 2021, and the related draft consolidated audited income statements, changes in shareholder equity and statements of cash flows for the years then ended (the “Draft Annual Company Subsidiaries Financials”), and (iii) the draft consolidated financial statements of the Lexasure Companies, consisting of the draft consolidated balance sheet of the Lexasure Companies as of December 31September 30, 2019 and December 31, 2020 2022 (the balance sheet as “Interim Balance Sheet Date”), and the related draft consolidated income statement, changes in shareholder equity and statement of December 31cash flows for the three (3) months then ended (the “Draft Quarterly Company Financials”, 2020and together with the Draft Annual Company Financials, the “2020 Balance SheetDraft Company Financials”). The Company Financials (including the PCAOB Audited Company Financials when delivered) (i) accurately reflect the books and records of the Lexasure Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in amount), (iii) comply with all applicable accounting requirements under the Securities Act and the related unaudited rules and regulations of the SEC thereunder, and (iv) fairly present in all material respects the consolidated statements financial position of the Lexasure Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the Company and the Company Subsidiaries Lexasure Companies for the years then ended (collectively, periods indicated. No Lexasure Company has ever been subject to the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(areporting requirements of Sections 13(a) and 15(d) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted thereinExchange Act.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Business Combination Agreement (Capitalworks Emerging Markets Acquisition Corp)
Financial Statements. (a) The Company has made available consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at May 31, 2006 and the related consolidated statements of operations, changes in equity and cash flows for the fiscal year ended May 31, 2006, including the related notes, accompanied by the opinion and report thereon of Deloitte & Touche LLP, independent public accountants, heretofore delivered to Spartan true and complete copies of the Banks, present fairly in all material respects in accordance with generally accepted accounting principles (i) the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at the date of said balance sheets and (ii) the consolidated results of the 31
(b) The unaudited consolidated balance sheets of the Company Borrower and the Company its Consolidated Subsidiaries as of December 31November 30, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 2006 and the related unaudited consolidated statements of operations operations, changes in equity and cash flows for the six months then ended, heretofore delivered to the Banks, present fairly in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.02, the consolidated financial position of the Company Borrower and the Company its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the years then ended such six-month period (collectively, the “Unaudited Financial Statements”subject to normal year-end adjustments), which Unaudited Financial Statements are attached as Section 4.07(a. The Borrower and its Consolidated Subsidiaries have no material liabilities (contingent or otherwise) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) type required to be disclosed in financial statements or footnotes which are not disclosed by or reserved against in such financial statements for such six-month period other than (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) Indebtedness incurred and (ii) fairly presents, loan and guarantee commitments issued in all material respects, each case by the financial position, results of operations and cash flows of the Company and the Company Borrower or its Consolidated Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; financial statements. (iic) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are notSince November 30, individually or 2006 there has been no material adverse change in the aggregatebusiness, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Datefinancial position, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, results of operations or Representative prospects of the Company or any Company SubsidiaryBorrower and its Consolidated Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofconsidered as a whole. Section 4.03.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Financial Statements. (a) The Company has made available delivered to Spartan Parent true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):
(i) the unaudited audited consolidated balance sheets of the Company and the Company each of its Subsidiaries as of December 31, 2019 2009, December 31, 2010 and December 31, 2020 (2011 and the balance sheet as related audited consolidated statements of income, cash flows and changes in equity for the fiscal years ended December 31, 20202009, December 31, 2010 and December 31, 2011, including the notes to the consolidated accounts, Company annual accounts and auditor’s reports related thereto (the financial statements as of and for the year ended December 31, 2011, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Audited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and ; and
(ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company its Subsidiaries as of March 31June 30, 2021 2012 and the related unaudited consolidated statements of operations income and cash flows of the Company and the Company Subsidiaries for the quarterly six-month period then ended ending on such date (collectivelysuch financial statements, the “Interim Financial Statements”). .
(b) The Interim Financial Statements were and related notes (i) have been prepared from and are in accordance with the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with IFRS the Accounting Principles applied on a consistent basis throughout the periods indicated (covered thereby, except as may be indicated in the notes theretothereto and except, in the case of unaudited interim Financial Statements, for the absence of footnotes and subject to normal year-end adjustments not expected to be material in amount and (iii) and fairly present, in all material respects, the consolidated financial position, position of the Company and its subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the Company unaudited interim Financial Statements, to the absence of footnotes and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have adjustments not been, and would not reasonably be expected to be, be material to the Company and the Company Subsidiaries, taken as a wholein amount).
(c) Except as The books of account and to the extent set forth on the 2020 Balance Sheet, minute books of the Company does not and its Subsidiaries are complete and correct in all material respects and have any liability or obligation been maintained in accordance with sound business practices. The books of account and minute books of the Company and its Subsidiaries are maintained in a nature (whether accrued, absolute, contingent or otherwise) manner substantially consistent with past practice and have recorded therein the results of operations and the assets and liabilities of the Company and its Subsidiaries required to be reflected on under the Accounting Principles and other legal and accounting requirements applicable to the Company and its Subsidiaries. The Company and each of its Subsidiaries maintains a balance sheet prepared system of accounting and internal controls sufficient in all material respects to provide reasonable assurances that (i) financial transactions are executed in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities general and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative specific authorization of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge management of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding all transactions are recorded as necessary to permit the preparation of financial statements in conformity with the Accounting Principles and other legal and accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of requirements applicable to the Company and each of its Subsidiaries and to maintain proper accountability for items, (iii) access to their respective property and assets is permitted only in accordance with management’s general or any committee thereof.
specific authorization and (eiv) To the knowledge of recorded accountability for items is compared with the Company, no employee of the Company or any Company Subsidiary has provided or actual levels at reasonable intervals and appropriate action is providing information taken with respect to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)differences.
Appears in 1 contract
Financial Statements. (a) The Company Seller has made available to Spartan delivered true and complete copies of the following financial statements to Buyer: (i) the audited consolidated balance sheets of AETI and its Affiliates, including the Seller, as of December 31, 2015, 2016 and 2017 and the related audited consolidated statements of income, stockholders’ equity, and cash flows for the fiscal years then ended, together with the notes thereto (the “Financial Statements”), and (ii) the unaudited consolidated balance sheets sheet of AETI and its Affiliates, including the Company and the Company Subsidiaries Seller, as of December May 31, 2019 and December 31, 2020 2018 (the balance sheet as of December 31“Balance Sheet Date”), 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations income, stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the years one-month period then ended (collectivelythe “Interim Financial Statements” and together with the Financial Statements, the “Unaudited Seller Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated GAAP in the notes thereto) all material respects and fairly present, in all material respects, the financial position, results of operations operations, stockholders’ equity, and cash flows of the Company Seller and the Company Subsidiaries its Affiliates, as of the date respective dates thereof and for the period periods indicated therein, . The Interim Financial Statements have been prepared by management in accordance with GAAP in all material respects (except as otherwise noted therein for the absence of footnote disclosure and subject to normal and recurring customary year-end adjustments, which, adjustments which will not be material individually or in the aggregate) and fairly present, have not beenin all material respects, the financial position and would not reasonably be expected to be, material to results of operations of the Company Seller and its Affiliates as of the Company Subsidiaries, taken as a wholerespective dates and for the periods indicated therein. The Seller’s Financial Statements were derived from the books and records of the Seller and its Affiliates.
(c) Except as and to disclosed in Section 3.6 of the extent set forth on the 2020 Balance SheetDisclosure Schedule, since December 31, 2017, the Company Seller does not have any liability material liabilities or obligation obligations of a any nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP), except for: other than liabilities or obligations (i) liabilities that were incurred in the ordinary course of business since the date (excluding liability for breach of such 2020 Balance Sheet; Contract, infringement or tort) or (ii) obligations for future performance under any contract to which the Company that were expressly disclosed or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or reserved against in the aggregate, expected to result in a Company Material Adverse EffectInterim Financial Statements.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (American Electric Technologies Inc)
Financial Statements. (a) The Company has made available to Spartan true Attached as Schedule 3.4 are correct and complete copies of audited consolidated financial statements of PSD, including its balance sheets, profit and loss statements and statements of cash flows, at December 31, 1996 and 1997 and for the fiscal years then ended (i) the "Audited Financial Statements," with the December 31, 1997 audited consolidated balance sheet referred to herein as the "Audited Balance Sheet"), and the most recently available unaudited consolidated financial statements of CCTV (the unaudited consolidated balance sheets sheet of CCTV included therein being referred to herein as the Company "Unaudited Balance Sheet") and consolidated profit and loss statement of CCTV for the Company Subsidiaries as of December three-month period ended March 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended 1998 (collectively, as to all of the “Unaudited foregoing, the "Financial Statements”"), which Unaudited . The Audited Financial Statements are attached have been certified without qualification by Ernst & Young, independent certified public accountants for PSD. Except as Section 4.07(a) of may otherwise be noted therein, the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by books and records of PSD and the European Union other PSD Entities and in accordance with generally accepted accounting principles (“IFRS”"GAAP") applied on a consistent basis throughout the periods indicated (referenced above and with each other, except as that the unaudited Financial Statements may be indicated in the notes thereto) not contain footnotes and (ii) statements of cash flows required by GAAP. The Financial Statements fairly presents, present in all material respects, respects the financial positioncondition and operating results and, results of operations and with respect to the Audited Financial Statements only, cash flows of the Company and the Company Subsidiaries flows, as of the date thereof dates and for the period periods indicated thereintherein of PSD and the other PSD Entities, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of subject only with respect to the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end audit adjustments, none of which, individually to PSD's knowledge, will be material. Except as disclosed in this Agreement and in Schedule 3.4, none of the PSD Entities has (i) any liabilities or obligations, whether accrued, contingent or otherwise, and whether due or to become due, in excess of $1,000,000 in the aggregate, have which are not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth reflected on the 2020 Balance SheetAudited Financial Statements, the Company does not have or (ii) any liability material liabilities or obligation of a nature (obligations, whether accrued, absolute, contingent or otherwise) required , and whether due or to be become due, which are not reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Unaudited Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not. Except as set forth on Schedule 3.4, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative all of the Company BellSouth Indebtedness, the CCTV Bank Debt, and any other Indebtedness for Borrowed Money may be prepaid in full at any time without premium, penalty or any Company Subsidiary, has received other fee or otherwise had or obtained knowledge charge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofkind.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan Schedule 4.8 contains true and complete copies of (i) the unaudited consolidated balance sheets audited financial statements of the Company for calendar years 1994-1998, prepared by its independent auditors, Xxxxxxxx, Xxxxx and Xxxx, Certified Public Accountants, Waco, Texas (the "Tax Basis Statements") and (ii) (A) the audited balance sheet of the Company Subsidiaries as of December 31, 2019 1998 and December 31, 2020 the audited statements of income and cash flows for the year then ended and (B) the unaudited balance sheet of the Company as of December 31, 2020, the “2020 Balance Sheet”) 1997 and 1996 and the related unaudited consolidated statements of operations income and cash flows of the Company and the Company Subsidiaries for the years then ended December 31, 1996 and 1997, prepared by its independent auditors, Xxxxxxx, Xxxxx and Xxxx, Certified Public Accountants, Waco Texas (collectively, the “Unaudited Financial "GAAP Basis Statements”"). The Tax Basis Statements have been prepared, which Unaudited Financial and when prepared, the Preliminary Balance Sheets and Final Balance Sheets will have been prepared, in accordance with the accounting principles described in the independent auditors' reports and footnotes accompanying said Tax Basis Statements are attached as Section 4.07(a) and fairly present the financial condition of the Company Disclosure Schedule. Each as of the Unaudited Financial respective dates thereof, and the results of operations, cash flows and retained earnings, and changes in financial position, respectively, of the Company, for the respective periods thereof. In addition, the Preliminary Balance Sheets and Final Balance Sheets, when prepared, will be based on the Company's historical accounting practices, consistently applied. The GAAP Basis Statements (including the notes thereto) (i) was have been prepared in accordance with generally accepted accounting principles, consistently applied and fairly present the International Financial Reporting Standards financial condition of the Company as adopted by of the European Union (“IFRS”) applied on a consistent basis throughout respective dates thereof, and the periods indicated (except as may be indicated results of operations, cash flows and retained earnings, and changes in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows respectively, of the Company and the Company Subsidiaries as of the date thereof and Company, for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March respective periods thereof. Since December 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively1998, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred the Company has carried on its business only in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are notconsistent with past practice, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have has been no internal investigations regarding Material Adverse Change, and (iii) the Company has not made any change in any method of accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofaccounting practice.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (Gray Communications Systems Inc /Ga/)
Financial Statements. NAI has furnished to UVSG true and complete -------------------- copies of the following unaudited (except in the case of TVSM, the financial statements of which that are set forth in subparagraph (f) below are audited) financial statements (the "Unaudited Contributed Business Financial Statements"):
(a) The Company has made available to Spartan true profit and complete copies loss statements of Publications (iexcluding TVGEN) for the unaudited consolidated fiscal years ended June 30, 1995, 1996 and 1997 and the nine months period ended March 31, 1998; (b) balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 Publications (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”excluding TVGEN) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated 1998; (c) statements of operations and cash flows of Publications (excluding TVGEN) for the Company fiscal year ended June 30, 1997 and the Company Subsidiaries nine month period ended March 31, 1998; (d) profit and loss statements of TVSM for the quarterly three months period then ended March 31, 1998; (collectivelye) balance sheets of TVSM as of March 31, 1998; and (f) financial statements (which include balance sheets, statements of cash flows and profit and loss statements) of TVSM for the “Interim Financial Statements”)twelve month period ended December 31, 1997. The Interim Unaudited Contributed Businesses Financial Statements were prepared in accordance with IFRS generally accepted accounting principles applied on a basis consistent basis throughout the with that of preceding accounting periods indicated (except as may be indicated therein or in the notes thereto) ("GAAP"), except that the financial statements of Publications (excluding TVGEN) do not contain any provision for taxes, interest or amortization of goodwill (none of which will represent any actual or contingent liability or commitment of the NAI Contributed Entities at Closing). Each of the financial statements contained in the Unaudited Contributed Businesses Financial Statements was prepared, and the audited financial statements of the NAI Contributed Businesses that will be included in the proxy statement of UVSG relating to the approval of the Transaction by the UVSG stockholders (the "UVSG Proxy Statement") will be prepared, in accordance with GAAP, and each of the financial statements contained in the Unaudited Contributed Businesses Financial Statements fairly present, and the audited financial statements of the NAI Contributed Businesses that will be included in all material respectsthe UVSG Proxy Statement will fairly present (except as may be indicated therein or in the notes thereto), the financial position, position of the NAI Contributed Businesses and the NAI Contributed Entities as of the dates thereof and the results of operations and cash flows changes in financial position of the Company NAI Contributed Businesses and the Company Subsidiaries as NAI Contributed Entities for each of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeperiods then ended.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company Seller has made available to Spartan true and complete copies Buyer each of the following: (i) for each Significant Subsidiary, the unaudited consolidated balance sheets of the Company such Significant Subsidiary and the Company its consolidated Subsidiaries as of December 31June 30, 2019 2023; and December 31, 2020 (the balance sheet as of December 31, 2020ii) for each Significant Subsidiary, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations income of such Significant Subsidiary and cash flows of the Company and the Company its consolidated Subsidiaries for the years then three and six months ended June 30, 2023 (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were have been prepared from the books and records of the Significant Subsidiaries, as applicable, in accordance with IFRS U.S. GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial positioncondition of the Significant Subsidiaries, as applicable, as of the respective dates thereof and the results of its operations for the period covered thereby (subject to the absence of disclosures normally made in footnotes).
(b) The Financial Statements (i) have been prepared in good faith and cash flows in accordance with Seller’s regular accounting policies, practices and methodologies applied on a consistent basis throughout, and (ii) are derived from the books and records of Seller and its Affiliates, which are maintained by Seller and its Affiliates in a manner that permits Seller to prepare consolidated financial statements of Seller and its Affiliates in accordance with U.S. GAAP.
(c) The Sale Entities do not have any liabilities which would be required to be reflected or reserved against on a balance sheet of the Company and Subsidiaries prepared in accordance with U.S. GAAP, except for liabilities (i) reflected or reserved against on the Company unaudited balance sheet of the Significant Subsidiaries as of June 30, 2023 (the date thereof and for “Balance Sheet Date”), (ii) incurred after the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or Balance Sheet Date in the aggregateordinary course of business, have (iii) as contemplated by this Agreement or otherwise arising in connection with the Contemplated Transactions, (iv) incurred under any Material Contract or Permit (but not been, liabilities incurred as a result of breaches of any such Material Contract or Permit by any of the Sale Entities); (v) as set forth on the financial statements at forth on Schedule 3.5(c) and (vi) that would not reasonably be expected to be, be material to the Company and the Company SubsidiariesSale Entities, taken as a whole.
(cd) Except as and As of the Effective Date, none of the Sale Entities has any Indebtedness for borrowed money. None of the Sale Entities maintain any commitments or obligations, including contingent obligations, arising from arrangements with unconsolidated entities or persons that have or are reasonably likely to the extent set forth have a material current or future effect on the 2020 Balance Sheetthat Sale Entity’s financial condition, the Company does not have any liability changes in financial condition, revenues or obligation expenses, results of a nature (whether accruedoperations, absoluteliquidity, contingent cash requirements or otherwise) required to be reflected on a balance sheet prepared in accordance capital resources other than those associated with Dutch GAAP, except for: (i) liabilities that were incurred purchase commitments for natural gas, transportation and gathering services, (ii) surety or similar bonds, and (iii) service arrangements with affiliated variable interest entities, or similar agreements entered into in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effectbusiness.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company UBNC has previously delivered or made available to Spartan true and complete FNB copies of (i) UBNC’s audited consolidated financial statements (including the unaudited consolidated balance sheets of related notes and schedules thereto) for the Company and the Company Subsidiaries as of year ended December 31, 2019 2021 and 2020, accompanied by the unqualified audit reports of Xxxxx Xxxxxx Xxxxxxx LLP, independent registered accountants (the “UBNC Audited Financial Statements”), (ii) Union Bank’s audited financial statements (including the related notes and schedules thereto) for the year ended December 31, 2020 2019, accompanied by the unqualified audit reports of Xxxxx Xxxxxx Xxxxxxx LLP, independent registered accountants (the balance sheet as of December 31“Union Bank 2019 Audited Financial Statements” and, 2020collectively with the UBNC Audited Financial Statements, the “2020 Balance SheetAudited Financial Statements”) and (iii) UBNC’s unaudited interim consolidated financial statements as of and for the related three months ended March 31, 2022 (collectively with any unaudited consolidated financial statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectivelyperiods subsequent to March 31, 2022 upon their delivery to FNB, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance ” and collectively with the International Audited Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectivelyStatements, the “Interim UBNC Financial Statements”). The Interim UBNC Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the including any related notes and schedules thereto) are accurate and fairly present, complete in all material respects, respects and fairly present in all material respects the financial position, condition and the results of operations operations, changes in shareholders’ equity, and cash flows of the Company UBNC and the Company its consolidated Subsidiaries as of the date thereof respective dates of and for the period indicated thereinperiods referred to in such financial statements, except as otherwise noted therein all in accordance with GAAP, consistently applied, subject, in the case of the Unaudited Financial Statements, to (i) the absence of consolidated statements of changes in stockholders’ equity, consolidated statements of comprehensive income (loss), and subject to normal and consolidated statements of cash flow, (ii) normal, recurring year-end adjustments, which, individually or in adjustments (the aggregate, have effect of which has not beenhad, and would not reasonably be expected to behave, material individually or in the aggregate, a Material Adverse Effect with respect to UBNC), and (iii) the Company absence of notes and schedules as permitted by GAAP (that, if presented, would not differ materially from those included in the Company Subsidiaries, taken as Audited Financial Statements). No financial statements of any entity or enterprise other than UBNC’s Subsidiaries are required by GAAP to be included in the consolidated financial statements of UBNC. Neither UBNC nor any of its Subsidiaries has any liabilities or obligations of a whole.
(c) Except as and nature that would be required by GAAP to the extent be set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a its consolidated balance sheet prepared or in accordance with Dutch GAAP, the notes thereto except for: (i) liabilities that were for those which are reflected or reserved against in the UBNC Financial Statements and those which have been incurred in the ordinary course of business since December 31, 2021 or in connection with this Agreement and the date transactions contemplated hereby. True, correct and complete copies of such 2020 Balance Sheet; the UBNC Financial Statements have been made available to FNB.
(b) The books and records of UBNC and its subsidiaries have been since January 1, 2020, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. The records, systems, controls, data and information of UBNC and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of UBNC or its Subsidiaries or accountants (including all means of access thereto and therefrom). UBNC and its Subsidiaries have implemented and maintain a system of internal accounting controls effective to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. UBNC has disclosed, based on its most recent evaluations, to its outside auditors and the audit committee of the board of directors of UBNC (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect UBNC’s ability to accurately record, process, summarize and report financial information and (ii) obligations for future performance under any contract to which the Company fraud, whether or any Company Subsidiary is not material, that involves management or other employees who have a party; or (iii) such other liabilities and obligations which are not, individually or significant role in the aggregate, expected to result in a Company Material Adverse EffectUBNC’s internal control over financial reporting.
(dc) Since the Acquisition DateJanuary 1, (i) 2020, neither the Company UBNC nor any Company Subsidiary, of its Subsidiaries nor, to the CompanyUBNC’s knowledge, any director, officer, employee, auditor, accountant, accountant or Representative representative of the Company UBNC or any Company Subsidiaryof its Subsidiaries has received, has received or otherwise had or obtained knowledge of of, any material complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company UBNC or any Company Subsidiary of its Subsidiaries or their respective internal accounting controls, including any such material complaint, allegation, assertion or claim that the Company UBNC or any Company Subsidiary of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofpractices.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (FNB Corp/Pa/)
Financial Statements. (a) The Company has made available provided to Spartan true Parent a correct and complete copies copy of (i) the unaudited consolidated balance sheets combined financial statements (including any related notes thereto) of the Company and its Subsidiaries for the Company Subsidiaries as of fiscal year ended December 31, 2019 and December 31, 2020 2006 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) and audited consolidated financial statements (including any related notes thereto) of the Company Disclosure Scheduleand its Subsidiaries for the fiscal years ended December 31, 2005 and December 31, 2004 (the “Audited Financial Statements”). Each The Audited Financial Statements are currently being restated and will be delivered to the Parent prior to April 1, 2007. Upon completion of the Unaudited restatement, the Audited Financial Statements (including the notes thereto) (i) was will have been prepared in accordance with generally accepted accounting principles of the International Financial Reporting Standards as adopted by the European Union United States (“IFRSU.S. GAAP”) applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and (ii) each will fairly presents, present in all material respects the financial position of the Company and its Subsidiaries at the respective dates thereof and the results of their respective operations and cash flows for the periods indicated. The Unaudited Financial Statements comply as to form in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS with, U.S. GAAP applied on a consistent basis throughout the periods indicated involved (except as may be indicated in the notes thereto) ), and fairly present, present in all material respects, respects the financial position, position of the Company and its Subsidiaries at the date thereof and the results of their respective operations and cash flows for the period indicated, except that such statements do not contain notes and are subject to normal adjustments that are not expected to have a Material Adverse Effect on the Company.
(b) Since January 1, 2004, the books of account, minute books, stock certificate books and stock transfer ledgers and other similar books and records of the Company and the Company its Subsidiaries as of the date thereof have been maintained in accordance with good business practice, are complete and for the period indicated therein, except as otherwise noted correct in all material respects and there have been no material transactions that are required to be set forth therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have which are not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholeso set forth.
(c) Except as otherwise noted in the Audited Financial Statements or the Unaudited Financial Statements, the accounts and to notes receivable of the extent set forth Company and its Subsidiaries reflected on the 2020 Balance Sheet, balance sheets included in the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: Audited Financial Statements and the Unaudited Financial Statements (i) liabilities that were incurred arose from bona fide transactions in the ordinary course of business since the date of such 2020 Balance Sheet; and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations for future performance under any contract to which of the Company respective debtors enforceable in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or any Company Subsidiary is a party; or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) such other liabilities and obligations which are not, individually not subject to any valid set-off or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, counterclaim except to the Company’s knowledgeextent set forth in such balance sheet contained therein, and (iv) are not the subject of any director, officer, employee, auditor, accountant, actions or Representative proceedings brought by or on behalf of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofits Subsidiaries.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Merger Agreement (Key Hospitality Acquisition CORP)
Financial Statements. (a) The Company has made available to Spartan true and complete copies of Schedule 5.11 includes (i) the unaudited consolidated balance sheets financial statements of the Company and the Company Subsidiaries Group as of and for the fiscal years ended December 31, 2019 and December 312020, 2020 consisting of the unaudited consolidated balance sheets as of such date, the unaudited consolidated income statements for the twelve (12) month periods ended on such date, and the unaudited consolidated cash flow statements for the twelve (12) month periods ended on such date, and (ii) unaudited financial statements of the Company as of and for the six (6) month period ended June 30, 2021 (the “Balance Sheet Date”), consisting of the unaudited consolidated balance sheet sheets as of December 31, 2020, such date (the “2020 Company Balance Sheet”), the unaudited consolidated income statement for the six (6) month periods ended on such date, and the related unaudited consolidated cash flow statements of operations and cash flows of the Company and the Company Subsidiaries for the years then six (6) month periods ended on such date (collectively, the “Unaudited Financial Statements,” and together with the Audited Financial Statements (as defined below), the “Financial Statements”), which .
(b) The Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared complete and accurate and fairly present in accordance all material respects, in conformity with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) its applicable accounting standards applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, position of the Company as of the dates thereof and the results of operations and cash flows of the Company for the periods reflected therein. The Unaudited Financial Statements (i) were prepared from the Books and the Company Subsidiaries as Records of the date thereof and for the period indicated therein, except as otherwise noted therein.
Company; (bii) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared on an accrual basis in accordance with IFRS applied on its applicable accounting standards consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a consistent basis throughout fair presentation of the periods indicated Company’s financial condition as of their dates including for all warranty, maintenance, service and indemnification obligations; and (except as may be indicated in the notes theretoiv) contain and fairly present, in reflect adequate provisions for all Liabilities for all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material Taxes applicable to the Company and with respect to the Company Subsidiaries, taken as a wholeperiods then ended.
(c) Except as specifically disclosed in Schedule 5.11(c), reflected or fully reserved against on the Company Balance Sheet, and for liabilities and obligations of a similar nature and/or in similar amounts incurred in the ordinary course of business since the Balance Sheet Date, as of the date of this Agreement there are no material liabilities or debts of any nature (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unassisted or otherwise) relating to the extent Company. All material debts and liabilities, fixed or contingent, which should be included under U.S. GAAP on the Company Balance Sheet, are included therein or in the notes thereof.
(d) The Company Balance Sheet included in the Financial Statements accurately reflects in all material respects the outstanding Indebtedness of the Company as of the respective dates thereof. Except as set forth on Schedule 5.11(d) of the 2020 Company Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofmaterial Indebtedness.
(e) To the knowledge of the Company, no employee All financial projections delivered by or on behalf of the Company or any to Purchaser with respect to the Business were prepared in good faith using assumptions that the Company Subsidiary has provided or believes to be reasonable and the Company is providing information to any law enforcement agency regarding not aware of the commission or possible commission existence of any crime fact or the violation or possible violation occurrence of any applicable Law. None of the Company, any Company Subsidiary or, circumstances that is reasonably likely to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)have a Material Adverse Effect.
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete copies Copies of (i) the unaudited consolidated balance sheets financial statements of the Company and the Company Subsidiaries as of December 31Operating Subsidiary, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows consisting of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Operating Subsidiary and the International Company Subsidiaries Affiliates as at December 31 in each of March 31, 2021 the years 2019 and 2018 and the related consolidated statement of income for the years then ended (the “Annual Financial Statements”), and unaudited consolidated financial statements of operations and cash flows consisting of the Company consolidated balance sheet of the Company, the Operating Subsidiary and the International Company Subsidiaries Affiliates as at May 31, 2020 and the related consolidated statement of income for the quarterly five-month period then ended (collectively, the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”)) are set forth in Section 3.06 of the Disclosure Schedules. The Interim Financial Statements were have been prepared in accordance with IFRS GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated period involved, subject, in the notes thereto) case of the Interim Financial Statements, to year-end adjustments and the absence of notes. The Financial Statements were derived from, and are consistent with, the books and records of the Company, the Operating Subsidiary and the International Company Affiliates and fairly present, present in all material respectsrespects the consolidated financial condition of each the Company, the financial position, results of operations and cash flows of the Company Operating Subsidiary and the International Company Subsidiaries Affiliates as of the date thereof respective dates they were prepared and the results of the operations of the Company, the Operating Subsidiary and the International Company Affiliates for the period indicated thereinperiods indicated, all in conformity with GAAP, except as otherwise noted therein in the case of the Interim Financial Statements, with respect to the absence of schedules and subject to normal footnotes and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a . The consolidated balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oralthe Operating Subsidiary and the International Company Affiliates as of December 31, regarding 2019, are referred to herein as the accounting or auditing practices, procedures, methodologies or methods of “Balance Sheet” and the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that date thereof as the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices “Balance Sheet Date” and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge consolidated balance sheet of the Company, no employee the Operating Subsidiary and the International Company Affiliates as of May 31, 2020, are referred to herein as an “Interim Balance Sheet” and the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Lawdate thereof as an “Interim Balance Sheet Date”. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).23
Appears in 1 contract
Financial Statements. (a) The Company has made available Attached to Spartan true and complete copies of the Financial Statements Schedule are: (i) the Company's unaudited consolidated balance sheets sheet as of June 30, 2015 (the "Latest Balance Sheet") and the related statements of income and cash flows for the six (6)‑month period then ended and (ii) the Company's audited consolidated balance sheet and statements of income and cash flows for the fiscal year ended December 31, 2014 (together with any financial statements for the quarterly and annual periods after June 30, 2015 delivered to Purchaser pursuant to Section 8.02(a), the "Financial Statements"). Except as set forth on the Financial Statements Schedule, the Financial Statements have been prepared in accordance with GAAP, consistently applied, and present fairly in all material respects the financial condition and results of operations of the Company and the Company its Subsidiaries (taken as whole) as of December 31, 2019 the times and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared periods referred to therein in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated GAAP, subject in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies case of the unaudited consolidated balance sheet financial statements to (x) the absence of the Company footnote disclosures and the Company Subsidiaries as of March 31, 2021 other presentation items and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes theretoy) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to changes resulting from normal and recurring year-end adjustments, which, individually . Except (i) as fully and adequately reflected or reserved against in the aggregateLatest Balance Sheet, have not been, and (ii) for liabilities incurred in the ordinary course subsequent to the date of the Latest Balance Sheet that would not reasonably be expected to be, prohibited by this Agreement and are not material to the Company and the Company or its Subsidiaries, taken as a whole, (iii) for liabilities created by virtue of entering into this Agreement and the transactions contemplated hereby, (iv) liabilities to be included in the computation of Indebtedness, Transaction Expenses and Net Working Capital or accounted for in the purchase price adjustment contemplated by Section 1.05 and Section 2.02, and (v) as set forth on the Financial Statements Schedule, the Company has no liabilities required under GAAP to be reflected in the Financial Statements.
(b) Except as set forth on the Financial Statements Schedule, the Company and each of its Subsidiaries owns good and marketable title to, or has the valid right to use, lease or license, all of the assets and rights used in the operation of the Company's and each of its Subsidiaries', as applicable, businesses as currently conducted.
(c) Except as The actual revenue for each Client for (i) the twelve (12)-month period preceding August 31, 2015 and to (ii) the extent month of August 2015 is set forth on the 2020 Balance SheetActual Revenue Schedule. Since September 1, 2015, no Client set forth on the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance Actual Revenue Schedule has terminated its Investment Advisory Contract with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effectits Subsidiaries.
(d) Since the Acquisition Date, (i) neither Neither the Company nor any Company Subsidiaryof its Subsidiaries is currently subject to any bankruptcy, norinsolvency or similar proceeding, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge Knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any is reasonably likely to become subject to such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, prior to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)Closing.
Appears in 1 contract
Samples: Securities Purchase Agreement (NorthStar Asset Management Group Inc.)
Financial Statements. (a) The Company has made available to Spartan true OHGI such financial statements and related information as OHGI has requested, including, without limitation, correct and complete copies of (i) an audited balance sheet of the Company as of December 31, 2017 (the “Year End Balance Sheet”), and the related audited statements of operations, shareholder’ equity and cash flows for the fiscal year ended December 31, 2017 (collectively with the Year End Balance Sheet, the “Annual Financial Statements”), together with the notes to such statements, and the unaudited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31June 30, 2019 and December 31, 2020 2018 (the balance sheet as of December 31, 2020, the “2020 Interim Balance Sheet”) ), and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then six (6) months ended (collectivelyJune 30, the “Unaudited Financial Statements”)2018 and 2017, which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including together with the notes thereto) to such statements (i) was prepared in accordance collectively with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectivelyInterim Balance Sheet, the “Interim Financial Statements,” and together with the Annual Financial Statements, the “Financial Statements”). .
(b) The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the including any related notes thereto) were derived from the books and records of the Company and fairly present, present in all material respects, respects the financial position, position of the Company at the date thereof and the results of its operations and cash flows of for the Company and the Company Subsidiaries as periods indicated. As of the date thereof and for of the period indicated thereinInterim Balance Sheet, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheetreflected or reserved against therein, the Company does not have any liability had no liabilities or obligation of a nature obligations (whether accrued, absolute, contingent absolute or otherwisecontingent) required to which should be reflected on a in the balance sheet sheets of the Company or the notes thereto prepared in accordance with Dutch generally accepted accounting principles (“GAAP”), consistently applied, and all assets reflected therein are properly reported and present fairly the value of the assets of the Company, in accordance with GAAP. All of the Company’s assets and all transactions consummated by the Company are recorded in the books and records of the Company and reflected in the Financial Statements, and, except for: (i) liabilities that were as set forth in the Company Disclosure Schedules or the Financial Statements or the notes thereto, the Company has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise other than as incurred in the ordinary course of business since the date of after June30, 2018.
(c) The Company has duly and punctually paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxation and Company has made any and all proper declarations and returns for taxation purposes and all information contained in such 2020 Balance Sheet; (ii) obligations declarations and returns is true and complete and full provision or reserves have been made in its financial statements for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities all governmental fees and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effecttaxation.
(d) Since the Acquisition DateThe books and records, (i) neither the Company nor any Company Subsidiaryfinancial and otherwise, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged are in questionable accounting or auditing practices all material aspects complete and (ii) there correct and have been no internal investigations regarding maintained in accordance with generally accepted accounting or revenue recognition discussed with, reviewed by or initiated at principles consistently applied throughout the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofperiods involved.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available Sellers have delivered to Spartan true and complete Buyer copies of the following financial statements (hereinafter sometimes collectively "Financial Statements"):
(i) the unaudited consolidated The audited balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 1993, 1994, 1995 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) 1996 and the related unaudited consolidated statements of operations income, changes in stockholders' equity and cash flows of for the Company fiscal years ended on those dates, together with supporting schedules and the Company Subsidiaries for the years then ended (collectivelyreports thereon of Ernst & Young, the “Unaudited Financial Statements”)LLP, which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and certified public accountants; and
(ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the The unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31April 30, 2021 1997 and the related unaudited consolidated statements of operations income, changes in stockholders' equity and cash flows for the four month period ended on such date, together with supporting schedules, identified by the President of the Company and Ernst & Young, LLP (the "April '97 Financial Statements"). Except as set forth in the notes thereto or as set forth in Schedule 5.6, all of the Financial Statements are complete and correct and present fairly and accurately the financial position of the Company Subsidiaries at the respective dates of said balance sheets and the results of the operations and changes in financial position for the quarterly period respective periods then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance conformity with IFRS generally accepted accounting principles applied on a basis consistent basis throughout with that of the periods indicated (except preceding periods. The Company has good and marketable title to all of the assets set forth in the April '97 Financial Statements and to such additional assets as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of have been acquired by the Company and the after April 30, 1997. The Company Subsidiaries as has no liabilities of the date thereof and for the period indicated thereinany nature, except as otherwise noted therein and subject to normal and recurring year-end adjustmentswhether absolute, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: other than (i) those expressly disclosed in any of the Financial Statements and/or this Agreement and (ii) any liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations after April 30, 1997 which are not, individually singly or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, materially adverse to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the . The Company or any Company Subsidiary, has received or otherwise had or obtained knowledge no liabilities of any complaint, allegation, assertion or claimnature, whether written orabsolute, to accrued, contingent or otherwise, other than those disclosed in the knowledge Financial Statements and/or this Agreement and any liabilities incurred in the ordinary course of business of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan SPAC true and complete copies of of: (i) the unaudited audited consolidated balance sheets sheet of the Company and the Company Subsidiaries Group Companies as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations operations, changes in shareholders’ equity and cash flows of the Company and the Company its Subsidiaries for the fiscal years then ended (collectivelythe “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Group Companies as of March 31, 2021, and the related consolidated statements of operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for the three (3)-month period then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements: (A) present fairly, which Unaudited Financial Statements are attached as Section 4.07(a) in all material respects, the financial position of the Company Disclosure Schedule. Each Group Companies, as of the Unaudited Financial Statements respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended; (including the notes theretoB) (i) was have been prepared in accordance conformity with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) U.S. GAAP applied on a consistent basis throughout during the periods indicated involved (except as may be indicated in the notes thereto) thereto and, in the case of the Unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments); and (iiC) fairly presents, in all material respects, were prepared from the financial position, results of operations books and cash flows records of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted thereinGroup Companies.
(b) Attached as Section 4.07(bThe Company has established and maintained a system of internal controls that are sufficient to provide reasonable assurance (i) that transactions, receipts and expenditures of the Company Disclosure Schedules Group Companies are true being executed and complete copies made only in accordance with appropriate authorizations of the unaudited consolidated balance sheet management of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations regarding the reliability of the financial reporting and the preparation of the financial statements of the Group Companies for future performance under any contract external purposes in conformity with U.S. GAAP and to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to maintain accountability for assets. To the Company’s knowledgeKnowledge, any director, officer, employee, auditor, accountant, or Representative there is no “material weakness” in the internal controls over financial reporting of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofGroup Companies.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Business Combination Agreement (MedTech Acquisition Corp)
Financial Statements. (a) The Company has made available Holdings and Borrowers have heretofore furnished to Spartan true and complete copies of the Lenders (i) the audited consolidated balance sheets and the related statements of income, stockholders’ equity and cash flows of Holdings and its Consolidated Subsidiaries as of and for the fiscal years ended January 1, 2005 and January 3, 2004, audited by and accompanied by the opinion of Deloitte & Touche LLP, independent public accountants, (ii) the unaudited consolidated balance sheets of the Company and the Company related statements of income and cash flows of Holdings and its Consolidated Subsidiaries as of December 31and for the fiscal quarter ended April 2, 2019 2005, and December 31, 2020 (iii) the unaudited consolidated and consolidating balance sheet as of December 31, 2020, the “2020 Balance Sheet”) sheets and the related unaudited consolidated statements of income of Holdings and its Consolidated Subsidiaries as of and for each of the fiscal months ending May 28, 2005, July 2, 2005 and July 30, 2005. Such financial statements have been prepared in accordance with GAAP consistently applied and present fairly and accurately the financial condition and results of operations and cash flows of Holdings and its Consolidated Subsidiaries as of such dates and for such periods subject to year-end adjustments for interim financial statements.
(b) Holdings and Borrowers have heretofore furnished to the Company Lenders: audited consolidated balance sheets and the Company related statements of income, stockholders’ equity and cash flows of the Acquired Business and its Consolidated Subsidiaries as of and for the fiscal years then ended (collectivelyApril 30, 2005 and April 30, 2004, audited by and accompanied by the “Unaudited Financial Statements”)opinion of PricewaterhouseCoopers, which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Scheduleindependent public accountants. Each of the Unaudited Financial Statements (including the notes thereto) (i) was Such financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) present fairly presentsand accurately, in all material respects, the financial position, condition and results of operations and cash flows of the Acquired Business and its Consolidated Subsidiaries as of such dates and for such periods.
(c) Except as set forth in the financial statements described in Section 3.04(a) and 3.04(b) or the schedules hereto, as of the Closing Date, there are no liabilities of any Company of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which if unpaid could reasonably be expected to result in a Material Adverse Effect, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability, other than liabilities under the Loan Documents and the Company Subsidiaries Term Loan Documents.
(d) Holdings and Borrowers have heretofore delivered to the Lenders unaudited pro forma consolidated and consolidating balance sheets and statements of income, as well as pro forma EBITDA, as of and for the twelve-month period ended July 31, 2005, after giving effect to the Transactions as if they had occurred on such date. Such pro forma financial statements have been prepared in good faith by the Loan Parties, based on the assumptions stated therein (which assumptions are believed by the Loan Parties on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Loan Parties as of the date thereof of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X under the Securities Act, and present fairly on a Pro Forma Basis the estimated consolidated and consolidating financial position and results of operations of Holdings and Borrowers (including the Acquired Business) as of and for such dates, assuming that the Transactions had actually occurred at such dates, it being recognized by Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period indicated therein, except as otherwise noted thereinor periods covered by said projections may differ from the projected results.
(be) Attached as Section 4.07(b) of the Company Disclosure Schedules are true Since April 30, 2005 with respect to Lenox and complete copies of the unaudited consolidated balance sheet of the Company its Subsidiaries and the Company Subsidiaries as of March 31since January 1, 2021 2005 with respect to Holdings and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectivelyits Subsidiaries, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly presentthere has been no event, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, whichchange or occurrence that, individually or in the aggregate, have not been, and would not has had or could reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete HUBCO DISCLOSURE SCHEDULE sets forth copies of (i) the unaudited consolidated balance sheets statements of the Company and the Company Subsidiaries financial condition of HUBCO as of December 31, 2019 1995, 1996 and 1997, and the related consolidated statements of income, changes in stockholders' equity and of cash flows for the periods ended December 31, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations and cash flows in each of the Company and two fiscal years 1996 through 1997, in each case accompanied by the Company Subsidiaries for the years then ended audit report of Xxxxxx Xxxxxxxx LLP ("XXXXXX XXXXXXXX"), independent public accountants with respect to HUBCO (collectively, the “Unaudited Financial Statements”"HUBCO FINANCIAL STATEMENTS"), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited The HUBCO Financial Statements (including the notes theretorelated notes) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP consistently applied on a consistent basis throughout during the periods indicated involved (except as may be indicated therein or in the notes thereto) ), and fairly present the consolidated financial position of HUBCO as of the respective dates set forth therein, and the related consolidated statements of income, changes in stockholders' equity and of cash flows (iiincluding the related notes, where applicable) fairly presents, in all material respects, present the financial position, consolidated results of operations operations, changes in stockholders' equity and cash flows of the Company and the Company Subsidiaries as of the date thereof and HUBCO for the period indicated therein, except as otherwise noted respective fiscal periods set forth therein.
(b) Attached as Section 4.07(b) The books and records of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company HUBCO and the Company HUBCO Subsidiaries as of March 31, 2021 are being maintained in material compliance with applicable legal and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not beenaccounting requirements, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a wholereflect only actual transactions.
(c) Except as and to the extent set forth on reflected, disclosed or reserved against in the 2020 Balance SheetHUBCO Financial Statements (including the notes thereto), as of December 31, 1997 neither HUBCO nor any of the Company does not have HUBCO Subsidiaries had any liability obligation or obligation of a nature (liability, whether absolute, accrued, absolute, contingent or otherwise, material to the business, operations, assets or financial condition of HUBCO or any of the HUBCO Subsidiaries which were required by GAAP (consistently applied) required to be disclosed in HUBCO's consolidated statement of condition as of December 31, 1997 or the notes thereto. Except for the transactions contemplated by this Agreement, and the other proposed acquisitions by HUBCO reflected on a balance sheet prepared in accordance any Form 8-K filed by HUBCO with Dutch GAAPthe SEC since December 31, 1997, neither HUBCO nor any HUBCO Subsidiary has incurred any liabilities since December 31, 1997 except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; and consistent with past practice (ii) obligations including for future performance under any contract to which the Company other pending or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(acontemplated acquisitions).
Appears in 1 contract
Financial Statements. (a) The Company has made available delivered to Spartan true and complete Purchaser copies of the following financial statements of the Company and its Subsidiaries: (i) the audited consolidated financial statements of the Company and its Subsidiaries for each of the fiscal years ended on December 31, 2012, December 31, 2013 and December 31, 2014 and the related statements of income, statements of stockholders’ equity and statements of cash flows of the Company on a consolidated basis for the year then ended, together with the notes thereto, all as certified by PricewaterhouseCoopers LLP, independent public accountants (the “Company Auditor”) (collectively, the “Annual Financial Statements”), (ii) the unaudited consolidated balance sheets sheet (“Company Balance Sheet”) of the Company and the Company its Subsidiaries as of December 31June 30, 2019 and December 31, 2020 2015 (the balance sheet as of December 31, 2020, the “2020 Company Balance SheetSheet Date”) and the related unaudited consolidated statements of operations income, statements of stockholders’ equity and statements of cash flows of the Company and the Company its Subsidiaries for the years then six month periods ended (collectivelyon June 30, the “Unaudited Financial Statements”)2014 and June 30, which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) 2015, and (iiiii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company its Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations operations, statements of stockholders’ equity (only for nine month period ended on September 30, 2015) and statements of cash flows of the Company and its Subsidiaries for the seven, eight and nine month periods, respectively, ended July 31, 2015, August 31, 2015 and September 30, 2015 (the “Interim Financial Statements,” and together with the Company Annual Financial Statements, the “Financial Statements”).
(b) Attached hereto as Exhibit I are true and correct copies of the Financial Statements, consistent in all material respects with the books and records of the Company and each Subsidiary. The Financial Statements present fairly, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectivelyperiods covered thereby, the “Interim Financial Statements”)all on a consolidated basis. The Interim Financial Statements were have been prepared in accordance with IFRS GAAP consistently applied on a consistent basis throughout the periods indicated (covered, except as may be indicated in the notes thereto) and fairly presentto such financial statements, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject in the case of unaudited financial statements to changes resulting from normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company adjustments and the Company Subsidiaries, taken absence of notes as a wholerequired by GAAP.
(c) Except The Company and its Subsidiaries have implemented and maintain a system of internal accounting controls which the Company reasonably believes is sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
(d) A complete list of the Company’s and each Subsidiary’s borrowings and loan facilities as and to of the extent date hereof (other than intercompany indebtedness), is set forth on in Part 2.4(d) of the 2020 Balance Sheet, Disclosure Schedule. There are no Liabilities of the Company does not have or any liability or obligation of a nature (whether accrued, absoluteits Subsidiaries, contingent or otherwise) , relating to or affecting the Company or any of its assets or properties which would be required to be reflected disclosed as a liability on a balance sheet prepared in accordance with Dutch GAAP, except forother than: (i) liabilities that were as set forth on or reserved against in the Financial Statements (including the notes thereto), (ii) Liabilities incurred since the Company Balance Sheet Date in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company consistent with past practice or any Company Subsidiary is a party; or Transaction Costs, and (iii) such other liabilities and for obligations which are not, individually or Liabilities set forth in the aggregate, expected to result in a Company Material Adverse Effect.
(dPart 2.4(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofDisclosure Schedule.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company Real Media has made available delivered to Spartan true PubliGroupe the following financial statements and complete copies of notes (collectively, the "Real Media Financial Statements"):
(i) the unaudited consolidated audited balance sheets of the Company and the Company Subsidiaries Real Media as of December 31, 2019 1998 and 1997 and the related audited statements of operations, statements of stockholders' equity and statements of cash flows of Real Media for the years ended December 31, 2020 1998, 1997, and 1996 together with the notes thereto and the unqualified report of Ernst & Young LLP thereon; and
(ii) the audited balance sheet of Real Media as of December 31September 30, 20201999, the “2020 Balance Sheet”) and the related unaudited consolidated statements audited statement of operations and a statement of cash flows of Real Media for the nine months then ended, together with notes thereto and the unqualified report of Ernst & Young LLP thereon.
(b) The Real Media Financial Statements present fairly, in all material respects, the financial position of Real Media as of the respective dates thereof and the results of operations and cash flows of the Company and the Company Subsidiaries Real Media for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited periods covered thereby. The Real Media Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) generally accepted accounting principles applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of that the unaudited consolidated balance sheet of the Company financial statements do not contain footnotes and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and are subject to normal and recurring year-end audit adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are will not, individually or in the aggregate, expected to result be material in a Company Material Adverse Effectmagnitude).
(dc) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, Except for liabilities or Representative of the Company obligations which are accrued or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary reserved in the terms and conditions statements (or reflected in the notes thereto) or which were incurred after September 30, 1999 in the ordinary course of employment because business, Real Media has no liabilities or obligations (accrued or contingent) of any act of such employee described a nature required by GAAP to be reflected in 18 U.S.C. sec. 1514A(a)a balance sheet or that would be required to be disclosed in footnotes that are required pursuant to GAAP.
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete copies of Financial Condition; Undisclosed ------------------------------------------------------ Liabilities. -----------
(i) the unaudited The consolidated balance sheets statements of financial condition of the Company Guarantor and the Company its consolidated Subsidiaries as of at December 31, 2019 1994 and December 31, 2020 (1995 and the balance sheet related consolidated statements of income, cash flow and shareholders' equity of the Guarantor and its consolidated Subsidiaries for the fiscal year ended on such date, as the case may be, and set forth in the Guarantor's Forms 10-K for such periods and furnished to the Creditors prior to the Effective Date, present fairly the consolidated financial condition of December 31the Guarantor and its consolidated Subsidiaries at the date of such consolidated statements of financial condition and the consolidated results of the operations of the Guarantor and its consolidated Subsidiaries for the respective fiscal year. The unaudited consolidated statement of financial condition of the Guarantor and its consolidated Subsidiaries at June 30, 2020, the “2020 Balance Sheet”) 1996 and the related unaudited consolidated statements of operations income, cash flow and cash flows shareholders' equity of the Company Guarantor and the Company its consolidated Subsidiaries for the years then six-month period ended (collectivelyon such date, and set forth in the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) Guarantor's Form 10-Q for such period and furnished to the Creditors prior to the Effective Date present fairly the consolidated financial condition of the Company Disclosure Schedule. Each Guarantor and its consolidated Subsidiaries at the date of such consolidated statement of financial condition and the consolidated results of the Unaudited Financial Statements (including operations of the notes thereto) (i) was Guarantor and its consolidated Subsidiaries for such six-month period. All such consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated generally accepted accounting principles consistently applied, subject, in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows case of the Company and consolidated financial statements at June 30, 1996, to normal year end audit adjustments. Since December 31, 1995, there has been no material adverse change in the Company Subsidiaries as business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) Guarantor or of the Company Disclosure Schedules are true Guarantor and complete copies of the unaudited consolidated balance sheet of the Company and the Company its Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(cii) Except On and as of the Initial Borrowing Date, after giving effect to all Indebtedness (including the Revolving Loans) being incurred or assumed and to Liens created in connection therewith, (x) the extent set forth on sum of the 2020 Balance Sheetassets, at a fair valuation, of the Company Guarantor will exceed its debts, (y) the Guarantor has not incurred and does not have intend to incur, and does not believe that it will incur, debts beyond its ability to pay such debts as such debts mature and (z) the Guarantor has sufficient capital with which to conduct its business. For purposes of this clause (e)(ii) "debt" means any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAPclaim, except for: and "claim" means (i) liabilities that were incurred in the ordinary course of business since the date of right to payment whether or not such 2020 Balance Sheet; a right is reduced to judgment, liquidated, unliquidated. fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) obligations right to an equitable remedy for future breach of performance under any contract if such breach gives rise to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claimpayment, whether written oror not such right to an equitable remedy is reduced to judgment, to the knowledge of the Companyfixed, oralcontingent, regarding the accounting matured, unmatured, disputed, undisputed, secured or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofunsecured.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company Carrollton has made available delivered to Spartan true Titan accurate and complete copies of (i) the unaudited Carrollton's audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 and December 31, 2020 (the balance sheet as of December 31, 20201996, and the “2020 related audited consolidated statements of income, members' equity and cash flows and changes in financial position for the year then ended, and the notes and schedules thereto, together with the unqualified report thereon of Xxxxxx Xxxxxxxx LLP, independent public accountants (the "Audited Financial Statements"), and (ii) Carrollton's unaudited consolidated balance sheet as of June 30, 1997 (the "Latest Balance Sheet”) "), and the related unaudited consolidated statements of operations income, members' equity and cash flows of the Company and the Company Subsidiaries changes in financial position for the years six-month period then ended (the "Unaudited Financial Statements") (collectively, the “Unaudited "Financial Statements”"), which Unaudited . The Financial Statements are attached as Section 4.07(a(i) represent actual bona fide transactions, (ii) have been prepared from the books and records of Carrollton and the Company Disclosure Schedule. Each of Carrollton Subsidiary in conformity with generally accepted accounting principles applied on a basis consistent with preceding years throughout the periods involved, except that the Unaudited Financial Statements (including the may not be accompanied by notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted or other textual disclosure required by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) generally accepted accounting principles, and (iiiii) accurately, completely, and fairly presents, in all material respects, present Carrollton's consolidated financial position as of the financial position, respective dates thereof and its consolidated results of operations and cash flows of and changes in financial position for the Company and the Company Subsidiaries as periods then ended. As of the date thereof and for the period indicated thereinhereof, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31Carrollton has no liabilities, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectivelyabsolute or contingent, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as that may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company have a Material Adverse Effect on Carrollton and the Company Subsidiaries, taken as a whole.
(c) Except as and to Carrollton Subsidiaries that are not reflected in the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAPFinancial Statements, except for: (i) liabilities that were those incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities consistent with past operations and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, not relating to the Company’s knowledgeborrowing of money, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction those set forth in Section 2.1(f) of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofCarrollton Disclosure Letter.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true audited balance sheet of SHC, Inc. and complete copies of (i) its consolidated subsidiaries, including the unaudited consolidated balance sheets of the Company Seller and the Company Subsidiaries Subsidiaries, as of December 31, 2019 2001, the audited statements of income and cash flows of SHC, Inc. and its consolidated subsidiaries, including the Seller and the Subsidiaries, for each of the fiscal years ended December 31, 2020 (2000 and 2001, the unaudited balance sheet of SHC, Inc. and its consolidated subsidiaries, including the Seller and the Subsidiaries, as of December 31, 20202002 and March 31, 2003, and the unaudited statements of income of SHC, Inc. and its consolidated subsidiaries, including the Seller and the Subsidiaries, for the year ended December 31, 2002 and the three months ended March 31, 2003 (in each case, including the notes thereto, if any , the “2020 Balance Sheet”) "SHC Financial Statements"), copies of which have been delivered to the Purchaser, are true, complete and accurate in all material respects and fairly present in all material respects the financial position and results of operations of SHC, Inc. and its consolidated subsidiaries, including the Seller and the related unaudited consolidated statements Subsidiaries, as of operations their respective date, and the income and cash flows of SHC, Inc. and its consolidated subsidiaries, including the Company Seller and the Company Subsidiaries Subsidiaries, for the years then ended periods covered thereby (collectivelyexcept in the case of the unaudited financial statements, for normal, year-end audit adjustments and the “Unaudited Financial Statements”absence of footnotes), which Unaudited . The SHC Financial Statements are attached have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods covered, except as Section 4.07(a) indicated in any notes thereto. Unaudited summary income statement information containing the line items listed on Schedule 2.5 of the Company Disclosure Schedule. Each of Sporting Goods Business for the Unaudited Financial Statements 12-month period ended December 31, 2002 (including the notes thereto"Sporting Goods Financials") (i) was has been provided to the Purchaser and has been prepared in accordance with the International Financial Reporting Standards as adopted by books of account and other financial records of the European Union (“IFRS”) Sporting Goods Business. The Sporting Goods Financials have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) basis, are true, complete and (ii) fairly presents, accurate in all material respects, respects with respect to the line items set forth therein and fairly present in all material respects the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated thereinSporting Goods Business, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on in such line items and without giving affect to any other matters including those relating to allocations for selling, general and administrative expenses of the 2020 Balance SheetSporting Goods Business for the year December 31, 2002. Except as disclosed in the Company does SHC Financial Statements, neither SHC, Inc. nor its consolidated subsidiaries, including the Seller and the Subsidiaries, has any liabilities or obligations of any nature, whether or not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) otherwise that would be required by GAAP to be reflected on a balance sheet prepared in accordance with Dutch GAAPthe SHC Financial Statements, except for: (i) other than liabilities that were and obligations incurred since March 31, 2003, in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such consistent with past practices and other than liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative connection with sales of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, ETONIC Business and the Sporting Goods Business. The SHC Financial Statements and the Sporting Goods Financials are collectively referred to herein as the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof"Financial Statements.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a)."
Appears in 1 contract
Financial Statements. (a) The Company PubliGroupe has made available delivered to Spartan true Real Media the following financial statements and complete copies of notes (collectively, the "Acquired Corporation Financial Statements"):
(i) the unaudited consolidated audited balance sheets of each of the Company and the Company Subsidiaries as of December 31, 2019 1998 and December 311997, 2020 and the related audited statements of operations, statements of stockholders' equity and statements of cash flows of each of the Subsidiaries for the years ended 1998, 1997 and 1996, together with the notes thereto and the unqualified report of Ernst & Young LLP relating thereto;
(ii) the audited balance sheet of each of the Subsidiaries as of September 30, 1999, and the related audited statement of operations and a statement of cash flows of each such Subsidiary for the nine months then ended, together with the notes thereto and the unqualified report of Ernst & Young LLP relating thereto;
(iii) the consolidated balance sheet of RM Europe as of September 30, 1999, and the related consolidated statement of operations and a statement of cash flows of RM Europe from inception through September 30, 1999, together with the notes thereto and the unqualified report of Ernst & Young LLP relating thereto;
(iv) the unaudited balance sheet of Real Media Hong Kong as of December 31, 2020, the “2020 Balance Sheet”) 1999 and the related unaudited consolidated statements statement of operations for the six months then ended; and
(v) the unaudited balance sheet of Real Media Singapore as of December 31, 1998.
(b) The Acquired Corporation Financial Statements present fairly, in all material respects, the financial position of the Acquired Corporations as of the respective dates thereof and the results of operations and cash flows of the Company and the Company Subsidiaries Acquired Corporations for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited periods covered thereby. The Acquired Corporation Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union US generally accepted accounting principles (“IFRS”"GAAP") applied on a consistent basis throughout the periods indicated covered (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of that the unaudited consolidated balance sheet of the Company financial statements do not contain footnotes and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and are subject to normal and recurring year-end audit adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such 2020 Balance Sheet; (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are will not, individually or in the aggregate, expected to result be material in a Company Material Adverse Effectmagnitude).
(dc) Since Except for liabilities or obligations which are accrued or reserved in the Acquisition DateAcquired Corporation Financial Statements (or reflected in the notes thereto) or which were incurred after September 30, (i) neither 1999 in the Company nor any Company Subsidiaryordinary course of business, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative none of the Company Acquired Corporations has any liabilities or any Company Subsidiary, has received obligations (accrued or otherwise had contingent) of a nature required by GAAP to be reflected in a balance sheet or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, that would be required to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim be disclosed in footnotes that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofwould be required pursuant to GAAP.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Financial Statements. (a) The Company has made available to Spartan true and complete copies of (i) the unaudited consolidated balance sheets of the Company and the Company its consolidated Subsidiaries as of December 3131 in each of the years 1995 to 1997, 2019 and December 31both inclusive, 2020 (the balance sheet as of December 31, 2020, the “2020 Balance Sheet”) and the related unaudited consolidated statements of operations earnings and stockholders' equity and cash flows for the fiscal years ended on said dates, each accompanied by a report thereon containing an opinion unqualified as to scope limitations imposed by the Company and otherwise without qualification except as therein noted, by KPMG Peat Marwick LLP, in the case of the 1996 and 1997 fiscal years, and Ernst & Young LLP in the case of the 1995 fiscal year, have been prepared in accordance with GAAP consistently applied except as therein noted, and present fairly the financial position of the Company and its consolidated subsidiaries as of such dates and the Company Subsidiaries for the years then ended (collectively, the “Unaudited Financial Statements”), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited Financial Statements (including the notes thereto) (i) was prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of their operations and changes in their financial position or cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedules are true and complete copies of the such periods. The unaudited consolidated balance sheet of the Company and the Company Subsidiaries its consolidated subsidiaries as of March 31June 30, 2021 EXHIBIT C (to Note Agreement) 1998, and the related unaudited consolidated statements of operations earnings and cash flows for the six-month period ended on said date prepared by the Company have been prepared in accordance with GAAP for interim financial information consistently applied, and present fairly the financial position of the Company and its consolidated subsidiaries as of such date and the Company Subsidiaries results of results of their operations and changes in their cash flows for the quarterly period then ended such period.
(collectivelyb) Since December 31, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated 1997, there has been no change in the notes thereto) and fairly presentcondition, in all material respectsfinancial or otherwise, the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as shown on the Company Subsidiaries consolidated balance sheet as of the such date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for: (i) liabilities that were incurred changes in the ordinary course of business since the date of such 2020 Balance Sheet; and, (ii) obligations changes disclosed in the Company's Quarterly Reports on Form 10 Q for future performance under any contract to the quarters ended March 31, 1998 and June 30, 1998 and in the Company's Current Report on Form 8 K dated July 1, 1998, none of which the Company or any Company Subsidiary is a party; or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected aggregate has been materially adverse to result in a Company Material Adverse Effect.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereofits Subsidiaries taken as a whole.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Note Agreement (Meritage Corp)
Financial Statements. (a) The Company Seller has made available to Spartan true Purchaser true, correct and complete copies of the following financial statements of Seller: (i) the unaudited consolidated reviewed balance sheets of the Company and the Company Subsidiaries as of December 31, 2019 2002, December 31, 2003 and December 31, 2020 2004 and the related statements of operations, members' equity, and cash flows as of and for the fiscal years then ended (collectively the "Financial Statements") together with the review reports thereon of Genesis Venture Advisors, LLC; and (ii) the unaudited and unreviewed balance sheet as of December 31June 30, 2020, the “2020 Balance Sheet”) 2005 and the related unaudited consolidated statements statement of operations operations, cash flow and cash flows of the Company and the Company Subsidiaries members' equity for the years then ended six month period ending June 30, 2005 (collectively, the “Unaudited "Interim Financial Statements”"), which Unaudited Financial Statements are attached as Section 4.07(a) of the Company Disclosure Schedule. Each of the Unaudited The Financial Statements (including the notes thereto) (i) was and the Interim Financial Statement have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union (“IFRS”) GAAP consistently applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) covered thereby, present fairly presents, in all material respects, respects the financial position, position of Seller as of such dates and the results of operations and cash flows of Seller for such periods (except that the Company Interim Financial Statements do not have notes and are subject to normal year-end adjustments, none of which are material either individually or in the aggregate). The Financial Statements and the Company Subsidiaries as Interim Financial Statements are correct and complete, and are consistent with the books and records of Seller (which books and records are correct and complete). Seller is not considering any amendment or restatement of its Financial Statements. Since December 31, 2004, there has been no change in any accounting principles, policies, methods of application thereof by Seller (including any reserving and depreciation methodologies, practices and policies). Since the date thereof and for the period indicated thereinBalance Sheet Date, except as otherwise noted thereinSeller has not released any material non-cash reserves.
(b) Attached as Section 4.07(b) The books of the Company Disclosure Schedules account and other financial records of Seller, all of which have been made available to Purchaser, are true complete and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the quarterly period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present, correct in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments, which, individually or in the aggregate, have not been, and would not reasonably be expected to be, material to the Company and the Company Subsidiaries, taken as a whole.
(c) Except as and to the extent set forth on the 2020 Balance Sheet, the Company does not have any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with Dutch GAAP, except for. Seller maintains internal accounting controls which provide reasonable assurances that: (i) liabilities that were incurred transactions are executed in accordance with the ordinary course general or specific authorization of business since the date respective boards of such 2020 Balance Sheet; directors and executive officers (or comparable persons) of Seller, (ii) obligations transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for future performance under any contract to which the Company or any Company Subsidiary is a party; or assets, and (iii) such other liabilities and obligations which are not, individually or access to its assets is permitted only in the aggregate, expected to result in a Company Material Adverse Effectaccordance with management's authorization.
(d) Since the Acquisition Date, (i) neither the Company nor any Company Subsidiary, nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant, or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the board of directors of the Company or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
Appears in 1 contract
Samples: Asset Purchase Agreement (Phoenix Footwear Group Inc)
