Last Accounts. The Last Accounts:
1. have been prepared in accordance with applicable laws and, other than as provided for in the Last Accounts, the IFRS applicable to the Group Company as at the Last Accounts Date; and
2. give a true and fair view of the state of affairs of the Group Company and their assets and liabilities as at the Last Accounts Date and of the results of the Group Company for the financial year ended on that date, in each case, on a combined basis.
Last Accounts. All liabilities, whether actual, deferred, contingent or disputed, of each Group Company for Tax measured by reference to income, profits or gains earned, accrued or received on or before the Last Accounts Date or arising in respect of an event occurring or deemed to occur on or before the Last Accounts Date are fully provided for or (as appropriate) disclosed in the Last Accounts in accordance with the relevant accounting policies adopted when preparing the Last Accounts.
Last Accounts. All liabilities, whether actual, deferred, contingent or disputed, of each Target Company for tax measured by reference to income, profits or gains earned, accrued or received on or before the Last Accounts Date or arising in respect of an event occurring or deemed to occur on or before the Last Accounts Date are fully provided for or (as appropriate) disclosed in the Last Accounts and are attached as Annex hereto. All other warranties relating to specific tax matters set out in this Schedule are made without prejudice to the generality of this paragraph.
Last Accounts. 1.1.1 The Last Accounts were prepared in accordance with the historical cost convention; and the bases and policies of accounting, adopted for the purpose of preparing them, are the same as those adopted in preparing the audited accounts of WCEH, and the Subsidiary in respect of accounting periods since incorporation.
Last Accounts. The Last Accounts:
(a) have been prepared in accordance with GAAP;
(b) have been prepared in a manner consistent with that used in preparing the audited accounts for the three completed financial years before the financial year ended December 31 2004, in accordance with accounting principles generally accepted in the United States of America for companies carrying on a similar business to that of the Company;
(c) present fairly the consolidated financial position of the Company and its Subsidiary as at 31 December 2004 and the consolidated results of operations and cash flows of the Company and its Subsidiary in respect of the financial period for which they were prepared.
Last Accounts. No matter shall be the subject of a claim for breach of any of the Warranties or under the Deed of Indemnity to the extent that allowance, provision or reserve in respect of such matter shall have been made in the Last Accounts or has been included in calculating creditors or deducted in calculating debtors in the Last Accounts or shall have been otherwise taken account of or reflected in the Last Accounts. 6 COMPLETION ACCOUNTS No matter shall be the subject of a claim for breach of any of the Warranties or under the Deed of Indemnity to the extent that allowance, provision or reserve in respect of such matters shall have been made in the Completion Accounts or has been included in calculating creditors or deducted in calculating debtors in the Completion Accounts or shall have been otherwise taken into account or reflected in the Completion Accounts and in all cases which shall have resulted in a reduction in the Consideration pursuant to clause 5.5.
Last Accounts. (a) The Last Accounts and the associated profit and loss statement contained in Part B of Schedule 11 constitute the Indonesian audited accounts for each Hospital Company expressed in Rupiah aggregated by the Seller, conformed to Australian GAAP and expressed in Australian dollars using the Exchange Rate.
(b) The Last Accounts give a true and fair view of the assets, liabilities and financial position of the Hospital Companies as at 30 June 2003 and 30 June 2002 and their profit and performance for the years then ended in conformity with the accounting principles generally accepted in Australia.
(c) The Management Accounts (being the management accounts for the Hospital Business provided to the Seller by the Buyer for each completed month prior to Completion from the Last Accounts Balance Date) in all material respects reflect the financial position of the Hospital Business for the period for which they were prepared and have been prepared in good faith, applying in all material respects the same accounting principles consistently with the way they were applied in preparing the Last Accounts except that:
(i) third party valuations of assets and provisions including for some medical malpractice, workers compensation and the carrying value of fixed assets, have not been carried out in preparing the Management Accounts; and
(ii) a Tax review has not been carried out in preparing the Management Accounts.
Last Accounts. (a) The Last Accounts have been prepared with reasonable care and skill and using the same principles, policies, practices and procedures as were applied in preparing the audited accounts of CBI Australia and its controlled entities or Constellation Europe and its controlled entities (as applicable) for the immediately preceding financial year.
(b) The Last Accounts show with reasonable accuracy the state of affairs, financial position, assets and liabilities, and profit or loss of the Brand Companies as at and for the period in respect of which they have been prepared, but it is acknowledged by the Subscribers that:
(i) they have not been audited or prepared on a statutory basis; and
(ii) this clause (b) does not apply to any amount shown in the Last Accounts in respect of deferred tax assets or liabilities or otherwise relating to tax losses.
Last Accounts. 5.1 To the knowledge of the Seller, the Last Accounts disclose a true and fair view of the state of the affairs, financial position and assets and liabilities of the Company as at the Last Accounts Balance Date, and the income, expenses and results of the operations of the Company for the year ended on that date and were prepared in accordance with the Corporations Act and Australian Accounting Standards applied on a consistent basis.
5.2 To the knowledge of the Seller, the unaudited management accounts for the period 1 July 2002 to 30 November 2002 were prepared in accordance with the Company's usual accounting practices.
5.3 To the Seller's knowledge and belief, there has not arisen since 30 November 2002 any item, transaction or event of a material or unusual nature likely to affect substantially the operations or results or state of affairs the Company.
5.4 No dividends have been declared by the Company since the Last Accounts Balance Date.
Last Accounts. Save as disclosed in the Admission Document, the Last Accounts:
(A) give a true and fair view of the state of affairs of the Company as at the Last Accounts Date, of the profit or loss and of the cash flows of the Company for the financial year ended on that date; and
(B) have been prepared in accordance with all applicable statements of standard accounting practice and generally accepted accounting principles and practices consistently applied save to the extent disclosed in the Last Accounts.
