Latest Accounts. 2.1.1 The Accounts have been prepared in accordance with the International Financial Reporting Standards, applicable law and in accordance with the accounting principles, standards and practices generally accepted in Liberia; and
2.1.2 The Accounts give a true and fair view of the assets and liabilities and state of affairs of the Company at the Principal Accounting Date and of the profits and losses of the Company for the period concerned consistent with its prior practices.
2.1.3 As at the Principal Accounting Date, the Accounts make provision as adequate for all bad and doubtful debts.
Latest Accounts. 2.11.1 The Accounts and the 2005 Accounts have been prepared:
(i) in accordance with applicable law and in accordance with US GAAP applied on a consistent basis throughout the periods presented; and
(ii) subject to paragraph 2.11.1(i), on a basis consistent with that adopted in preparing the audited accounts of the Company for the previous two financial years.
2.11.2 The Accounts and the 2005 Accounts each present fairly, in all material respects, the financial position of the Group as at the Accounts Date and 31 December 2005 (as the case may be) and the results of their operations and their cash flows for the years then ended in conformity with US GAAP.
(i) The public accountants whose report is attached to the Accounts are independent within the meaning of both the Auditing Practices Board guidance and the Independent Federation of Accountants (the relevant guidance for Bermuda) and that report has not been withdrawn or modified.
(ii) The public accountants are, as at the date of this Agreement, independent within the meaning of the US Securities Act of 1933.
2.11.4 The estimated 30 June 2007 consolidated balance sheet of the Group Companies, a true and accurate copy of which is contained as Document 4.11.1 in the Data Room Index, was prepared (i) on a basis consistent with the Accounts and (ii) in good faith and based on assumptions which, on the date such balance sheet was prepared, were believed by the Warrantors to be reasonable and to fairly present in all material respects the consolidated estimated financial position of all entities and persons required by US GAAP to be included therein.
2.11.5 The 2008 quarterly financial projection materials, a true and accurate copy of which is contained as Document 4.11.2 in the Data Room Index were prepared (i) on a basis consistent with the Accounts and (ii) in good faith and based on assumptions which on the date such projection materials were prepared were believed by the Warrantors to be reasonable and to fairly present in all material respects the data they purported to present.
2.11.6 The forecasted financial and operating data contained in the Information Memorandum have each been prepared in good faith based upon assumptions that, as at the date of preparation of the Information Memorandum, were believed by the Warrantors to be reasonable and to fairly present the data it purported to present.
Latest Accounts. The Accounts have been prepared so as to give a true, not misleading and materially accurate view of the assets, liabilities and state of affairs of the Business, including DailyFX site traffic, DailyFX Leads, DailyFX first trades and DailyFX Client Losses, at the Accounts Date and of the profits or losses for the period concerned.
Latest Accounts. To the best of the knowledge of Bidco the Latest Accounts delivered to the Mandated Lead Arrangers prior to the date of this Agreement:
(a) were prepared in accordance with Applicable GAAP consistently applied unless expressly disclosed to the Facility Agent in writing to the contrary; and
(b) give a true and fair view of or, in the case of the management accounts, fairly present the financial position of the Target Group as at the date to which they were prepared and for the period then ended.
Latest Accounts. Each of the Accounts:
3.1.1 have been prepared in respect of the CFB Business in accordance with IFRS as of the respective reference dates therefor and for the periods covered thereby; and
3.1.2 are fair and not misleading and accurately state the assets and liabilities of the CFB Business as at the relevant reference dates and the profits or losses of the CFB Business for the periods concerned. Each of the Individual Accounts:
3.1.3 have been prepared in accordance with the applicable generally accepted accounting principles; and
3.1.4 are fair and not misleading and accurately state the assets and liabilities of the Group Companies as at the relevant reference dates and the profits or losses of the Group Companies for the period concerned.
Latest Accounts. 3.1.1 The Management Accounts have been prepared and the Completion Accounts will be prepared in accordance with applicable law and in accordance with applicable accounting standards applicable to the Company and the Shanghai Companies so as to give a true and fair view of the assets, liabilities and state of affairs of the relevant Group Company as at the Management Accounts Date and the Completion Date respectively and of the profits or losses for the period concerned and as at the Management Accounts Date or the Completion Date respectively make:
(a) provision for all actual liabilities required to be provided for in the Management Accounts or the Completion Accounts as the case may be in accordance with applicable accounting standards (as the case may be);
(b) provision (or note) for all contingent liabilities required to be provided for in the accordance with the applicable accounting standards; and
(c) provision reasonably regarded as adequate for all bad and doubtful debts.
3.1.2 The bases and policies of accounting of each Group Company (including depreciation) adopted for the purpose of preparing their respective Management Accounts and the Completion Accounts are the same as those adopted for the purpose of preparing the respective audited accounts of each Group Company for each of the previous three financial years or since its establishment.
Latest Accounts. 2.1.1 The 2003 Accounts and the 2004 Accounts have been prepared:
(i) in accordance with applicable law and in accordance with the accounting principles, standards and practices generally accepted at the relevant Accounts Date in the United Kingdom; and
(ii) subject to paragraph 2.1.1(i), on a basis consistent with that adopted in preparing the audited accounts of the Group for the previous two financial years.
2.1.2 The 2003 Accounts and the 2004 Accounts give a true and fair view of the assets, liabilities and state of affairs of the Group as at the relevant Accounts Date and of the profits and losses and cashflows of the Group for the period ending on the relevant Accounts Date.
2.1.3 The view of the assets, liabilities and state of affairs of the Group as at 31 December 2004 and of the profits and losses and cashflows of the Group for the period ending on 31 December 2004 reflected in the 2004 Accounts is not materially adversely different than as stated in the 2004 Unaudited Accounts. Notwithstanding any other provision of this Agreement, this warranty 2.1.3 is deemed to be given by the Principal Seller at Closing and is not given or deemed to be given at the date of this Agreement.
Latest Accounts. The Abbreviated Accounts have been prepared in accordance with the law and on a basis consistent with that adopted in preparing the Abbreviated Accounts for the previous two financial periods and in accordance with accounting principles, standards and practices generally accepted at the date of this Agreement in the United Kingdom so as to give a true and fair view of the state of affairs of the Company at the Balance Sheet Date and of the profits or losses for the period concerned and as at that date make:
Latest Accounts. (i) The Latest Yell Management Accounts and the Latest Yell Audited Accounts:
(A) were prepared in accordance with Applicable GAAP consistently applied;
(B) give a true and fair view of or, in the case of the Latest Yell Management Accounts, reasonably represent the financial position of the Yell Business as at the date to which they were prepared and for the period then ended; and
(C) take account of all material liabilities (contingent or otherwise) of the Yell Business at that date.
(ii) The Latest XxXxxx Management Accounts and the Latest XxXxxx Audited Accounts:
(A) were prepared in accordance with accounting principles, standards and practices generally accepted from time to time in the United States consistently applied;
(B) give a true and fair view of or, in the case of the Latest XxXxxx Management Accounts, reasonably represent the financial position of XxXxxx as at the date to which they were prepared and for the period then ended; and
(C) take account of all material liabilities (contingent or otherwise) of XxXxxx at that date.
(iii) The Latest Tranche C3 Group Management Accounts and the Latest Tranche C3 Group Audited Accounts:
(A) were prepared in accordance with Applicable GAAP consistently applied;
(B) give a true and fair view of or, in the case of the Latest Tranche C3 Group Management Accounts, reasonably represent the financial position of the Yell Business as at the date to which they were prepared and for the period then ended; and
(C) take account of all material liabilities (contingent or otherwise) of the Yell Business at that date.
Latest Accounts. 2.1.1 Save as disclosed in the Disclosure Letter, the Audited Accounts have been prepared in accordance with applicable law and in accordance with the Accounting Policies and give a true and fair view of the assets, liabilities and state of affairs of the Vendor Group as a whole as at the Accounts Date and of the profits or losses for the period concerned and as at the Accounts Date make:
(a) full provision for all actual liabilities;
(b) proper provision (or note in accordance with good accountancy practice) for all contingent liabilities; and
(c) provision reasonably regarded as adequate for all bad and doubtful debts.
2.1.2 Save as disclosed in the Disclosure Letter, the bases and policies of accounting of the Vendor Group (including depreciation) adopted for the purpose of preparing the Audited Accounts are the same as those adopted for the purpose of preparing the audited accounts of the Vendor Group for the preceding financial year.
