No Untrue Statement Neither (a) this Agreement nor any other Loan Document or certificate or document executed and delivered by or on behalf of the Borrower or any other Credit Party in accordance with or pursuant to any Loan Document nor (b) any statement, representation, or warranty provided to the Agent in connection with the negotiation or preparation of the Loan Documents contains any misrepresentation or untrue statement of material fact or omits to state a material fact necessary, in light of the circumstance under which it was made, in order to make any such warranty, representation or statement contained therein not misleading.
Financial Statements; Absence of Undisclosed Liabilities (a) Parent has made available to Buyer copies of (i) the combined audited balance sheets of the Business as of December 31, 2016 and 2015, and related audited statements of income, changes in equity and cash flows for the years then ended (the “Annual Financial Statements”) and (ii) the unaudited combined pre-tax balance sheet of the Business as of June 30, 2017, in each case excluding the Medical Device Business (the “Interim Balance Sheet”). The Annual Financial Statements (A) are derived from, and have been prepared in accordance with, the consolidated financial statements and books and records of Parent and its Affiliates, (B) fairly present, in all material respects, the financial position of the Business (excluding the Medical Device Business) as of the dates indicated, and (C) fairly present, in all material respects, the assets and liabilities, the results of the operations, changes in equity and cash flows of the Business (excluding the Medical Device Business) for the periods then ended. The Annual Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Interim Balance Sheet is derived from, and has been prepared in accordance with, the consolidated financial statements and books and records of Parent and its Affiliates, except that it does not include footnote disclosure and does not include income tax-related accruals and disclosures. (b) There are no material Liabilities of Parent or any of its Affiliates (to the extent relating to the Business) or of any Transferred Subsidiary or the Business (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a combined balance sheet of the Business, except (i) Liabilities expressly reflected, reserved for or disclosed in the Interim Balance Sheet, (ii) Liabilities incurred or accrued in the ordinary course of business consistent with past practice since the Balance Sheet Date, (iii) Liabilities incurred in connection with the transactions contemplated hereby, or (iv) Excluded Liabilities. (c) Parent maintains systems of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP in all material respects, including internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization, and (ii) transactions are recorded as necessary to permit the preparation of financial statements of the Business in conformity with GAAP and maintain accountability for assets. There are no material weaknesses or significant deficiencies (as such terms are defined in Regulation S-X) in Parent’s internal controls likely to adversely affect its ability to record, process, summarize and report financial information of the Business and there has not been any fraud, whether or not material, that involves management or other employees of the Business who have a significant role in Parent’s internal controls over financial reporting.
Financial Statements; No Undisclosed Liabilities (a) Section 3.05 of the Disclosure Letter sets forth true and complete copies of the following financial statements: (i) the audited combined balance sheets of the Regional Sports Networks and Related Businesses (such entities and businesses, collectively, the “Audited Entities”) as of June 30, 2018 (the “2018 Balance Sheet”) and June 30, 2017, and audited combined statements of income and comprehensive income, combined statements of equity and combined statements of cash flows of the Audited Entities for the fiscal years ended June 30, 2018, 2017 and 2016, together with the notes thereto (collectively, the “Audited Financial Statements”), (ii) the unaudited combined balance sheet of the Audited Entities as of December 31, 2018 (the “Unaudited Balance Sheet”) and the unaudited combined statements of income and comprehensive income and unaudited combined statements of equity and unaudited combined statements of cash flows of the Audited Entities for the six-month periods ended December 31, 2018 and 2017 (the “Unaudited Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”) and (iii) an unaudited pro forma combined balance sheet of the Audited Entities (excluding YES Network Holding Company, LLC) as of December 31, 2018 (the “Pro Forma Balance Sheet”) and the unaudited pro forma combined statements of income and comprehensive income of the Audited Entities (excluding YES Network Holding Company, LLC) for the six-month periods ended December 31, 2018 and 2017 and the fiscal year ended June 30, 2018 (collectively, the “Pro Forma Financial Statements”). The Financial Statements (A) present fairly, in all material respects, the collective financial position and results of operations of the Audited Entities as of the dates thereof, and the periods referred to therein subject, in the case of the Unaudited Financial Statements, to the absence of footnote disclosure and to normal, recurring end-of-year adjustments, none of which are reasonably expected to be material in amount or significance individually or in the aggregate, and (B) have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby. The Pro Forma Financial Statements have been prepared in good faith based upon assumptions believed to have been reasonable when made and on a basis consistent with the Business’ historical financial statements (except for the pro forma adjustments specified therein), and present fairly in all material respects on a pro forma basis the collective financial position and results of operations of the Audited Entities (excluding YES Network Holding Company, LLC) as of the dates thereof. (b) There are no Liabilities of the Transferred Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except for Liabilities (i) expressly disclosed, set forth or expressly reserved against on the face of the Pro Forma Balance Sheet or expressly described in the notes thereto, (ii) incurred in the ordinary course of business since the date of the Pro Forma Balance Sheet or (iii) that would not, individually or in the aggregate, have a Material Adverse Effect. (c) Except as set forth on Section 3.05(c) of the Disclosure Letter, neither the Transferred Company nor any of its Subsidiaries has any (i) outstanding Indebtedness or (ii) Liens (other than Permitted Liens) on any of its material properties or assets. (d) Neither the Transferred Company nor any of its Subsidiaries are party to, or have any obligations or liabilities in respect of, (i) any earn-outs or similar arrangements or (ii) any interest rate protection agreements, interest rate swap agreements, foreign currency exchange agreements, or other interest or exchange rate hedging agreements or arrangements.
No Untrue Statements No statement by Seller contained in this Agreement and no written statement contained in any certificate or other document required to be furnished by Seller, or any officer, or other agent of Seller to Buyer pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary in order to make the statements therein contained not misleading.
No Inconsistent Statements No person has made any oral or written statements or representations to you that are inconsistent with the information in this Investment Agreement and the Disclosure Materials.
Statement of Grievance The grievance shall contain a statement of: 1. Specific situation, act or acts complained of as violation of this Agreement, or written rules, regulations or policies; 2. The damage suffered by the employee; and 3. The relief sought.
Year-End Statements As soon as available and in any event within 5 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 120 days after the end of each fiscal year of the Parent), the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent, the Borrower and its other Subsidiaries as at the date thereof and the results of operations for such period and (b) accompanied by the report thereon of an Approved Accounting Firm, whose certificate shall be unqualified and in scope and substance reasonably satisfactory to the Administrative Agent and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement; provided, however, the Parent shall not be required to deliver an item required under this Section if such item is contained in a Form 10-K filed by the Parent with the Securities and Exchange Commission (or any Governmental Authority substituted therefore) and is publicly available to the Administrative Agent and the Lenders.
False Statements Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current, complete, true, and accurate. Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further, Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract.
Submission of Audits and Financial Statements A. Audits Due the earlier of 30 days after receipt of the independent certified public accountant's report or nine months after the end of the fiscal year, Grantee shall submit electronically one copy of the single audit or program-specific audit to the System Agency via: i. HHS portal at: or, ii. Email to: xxxxxx_xxxxx_xxxxxx@xxxx.xxxxx.xx.xx. B. Financial Statements Due no later than nine months after the Grantee’s fiscal year end, Grantees which are not required to submit an audit, shall submit electronically financial statements via: i. HHS portal at: ii. Email to: xxxxxx_xxxxx_xxxxxx@xxxx.xxxxx.xx.xx.
Problem Statement School bus fleets are aging, and our communities have poor air quality. Replacing school buses with zero emission school buses will address both of these issues.