Financials Statements. The Partners agree to provide a financial statement at the end of every fiscal year showing the income and expenses of the business indicating and providing each partner’s share of the profits.
Financials Statements. 25 3.38 Authorization; Enforceability; Absence of Conflicts: Required Consents .... 26 3.39
Financials Statements. Each of the Financial Statements (i) has been, or will be when delivered to the Buyer Parties, as the case may be, prepared in accordance with the books of account and records of the Company, which books and records are complete and accurate; (ii) fairly present or, when delivered to the Buyer Parties, will fairly present, as the case may be, and are or, will be when delivered to the Buyer Parties, as the case may be, true, correct and complete statements in all material respects of the Sellers' financial condition and the results of their operations at the date and for the period specified in those statements; (iii) have been or will be when delivered to the Buyer Parties, as the case may be, prepared in accordance with GAAP consistently applied with prior periods; and (iv) make or, when delivered to the Buyer Parties, will make, as the case may be, full and adequate provisions for all liabilities or obligations of the Sellers, whether accrued, absolute, contingent or otherwise. As of the date of any balance sheet included in the Financial Statements, neither of the Sellers then had, or will have, as the case may be, any outstanding Indebtedness to any Person or any liabilities of any kind (including contingent obligations, tax assessments or unusual forward or long-term commitments), or any unrealized or anticipated loss which were not reflected in such balance sheet. Since the Current Balance Sheet Date, no change has occurred in the business, operations, properties or assets, liabilities, condition (financial or other) or results of operations of the either of the Sellers that could reasonably be expected, either alone or together with all other such changes, to have a Material Adverse Effect.
Financials Statements. Set forth on the Saleen Holdings Disclosure Schedule are the following financial statements of Saleen Holdings (collectively the “Saleen Holdings Financial Statements”): audited consolidated balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended March 31, 2012 and 2013. The Saleen Holdings Financial Statements shall have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, shall present fairly the financial condition of Saleen Holdings as of such dates and the results of operations of Saleen Holdings for such periods, are correct and complete, and shall be consistent with the books and records of Saleen Holdings. Since March 31, 2013, Saleen Holdings have not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.
Financials Statements. FTP Canada has delivered to Verity US its unaudited statement of operations for each of the years ended December 31, 1995 and December 31, 1996, its unaudited balance sheets as of December 31, 1995 and December 31, 1996 and its balance sheet as of April 30, 1997 and the related statement of operations for the four (4) months then ended, all of which are attached as Exhibit M (Financial Statements) (collectively, the "Financial Statements"), in each case with such adjustments as FTP Canada has determined are appropriate. To the Sellers' knowledge, the books and records of FTP Canada upon which the Financial Statements are based reflect all material transactions of FTP Canada. All Financial Statements delivered to Verity US were prepared in all material respects in accordance with industry practices for accounting for operations of immaterial subsidiaries and generally accepted accounting principles consistently applied throughout the periods indicated, except that the Financial Statements: (i) are subject to normal year end audit and adjustments; (ii) do not contain footnotes required by generally accepted accounting principles; and (iii) were prepared on a cash (and not an accrual) basis with respect to tax matters. The Financial Statements fairly present in all material respects the financial position of FTP Canada at the dates thereof and the results of operations of FTP Canada, including all material liabilities of FTP Canada required to be reflected in the Financial Statements by generally accepted accounting principles and subject to the exceptions in clauses (i) through (iii) of the preceding sentence, for the periods covered thereby. For the purpose of this Section 3.3(a) only, "material" means that the Financial Statements do not contain any inaccuracy, understatement or overstatement of more than US$175,000 for each of the periods covered thereby. The Sellers make no representation regarding (i) the appropriateness or sufficiency of any of the Financial Statements for purposes of filing with or satisfying any requirements of the United States Securities and Exchange Commission, the Securities Act of 1933, the Securities Exchange Act of 1934 or the rules and regulations thereunder or (ii) the adequacy or sufficiency of any adjustments made in any of the Financial Statements.
Financials Statements. Set forth on the Z&Z Disclosure Schedule are the following financial statements of Z&Z (collectively the “Z&Z Financial Statements”): audited consolidated balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended December 31, 2008 and December 31, 2009. The Z&Z Financial Statements shall have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, shall present fairly the financial condition of Z&Z as of such dates and the results of operations of Z&Z for such periods, are correct and complete, and shall be consistent with the books and records of Z&Z; provided, however, that the unaudited interim financial statements shall be subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items. Since December 31, 2009, Z&Z has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.
Financials Statements. Set forth on the Ironclad Disclosure Schedule are the following financial statements (collectively the "IRONCLAD FINANCIAL STATEMENTS"): (a) audited consolidated balance sheets and statements of income, changes in shareholders' equity, and cash flow as of and for the fiscal years ended December 31, 2003 and 2004 for Ironclad and (b) unaudited consolidated balance sheets and statements of income, changes in shareholders' equity, and cash flow as of and for the nine months ended September 30, 2005 for Ironclad. The Ironclad Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of Ironclad as of such dates and the results of operations of Ironclad for such periods, are correct and complete, and are consistent with the books and records of Ironclad; PROVIDED, HOWEVER, that the unaudited interim financial statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items. Since September 30, 2005, Ironclad has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.
Financials Statements. Set forth on the AIC Disclosure Schedule are the following financial statements (collectively the "AIC FINANCIAL STATEMENTS"): (a) unaudited consolidated balance sheets and statements of income, changes in shareholders' equity, and cash flow as of and for the fiscal years ended December 31, 2002 and 2003 for AIC and (b) unaudited consolidated balance sheets and statements of income, changes in shareholders' equity, and cash flow as of and for the ten months ended October 31, 2004 for AIC. The AIC Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of AIC as of such dates and the results of operations of AIC for such periods, are correct and complete, and are consistent with the books and records of AIC; PROVIDED, HOWEVER, that the unaudited interim financial statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items. Since September 30, 2004, AIC has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP.
Financials Statements. Seller will use its commercially reasonable efforts to cause its accountants and/or financial advisors to provide to Buyer, at Buyer’s sole cost and expense, prior to Closing, (a) a revised copy of the 2021 Financial Statement, (b) a revised copy of the Interim Financial Statement, (c) a financial statement for the calendar year 2021 for Benchmark, and (d) a financial statement for the calendar year 2021 for MV (the items in subsections (a), (b) , (c) and (d) collectively the “Additional Financial Statements”) , subsections (a), (b) , (c) and (d) each consisting of the balance sheet of the respective business and the related statements of income and retained earnings, members’ equity and cash flow for the year ended and to the extent it is reasonably available, prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, to normal and recurring year-end adjustments, and (d) a physical inventory of the Business.
Financials Statements. The financial statements, together with the related notes thereto, included in the Registration Statement, the General Disclosure Package and the Prospectus, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; except as otherwise stated in the Registration Statement, said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement.
