Seller Financial Statements. (a) The income statements specifically related to the Acquired Business for the fiscal years ended October 30, 2004 and October 29, 2005, fairly present the financial results of Seller for the respective periods indicated; provided, however, that such income statements are based on the combined revenues, expenses, assets and liabilities of Seller relevant to the Acquired Business, have been prepared solely for the purpose of this Agreement and the Acquired Business was not conducted as a standalone entity during such periods. Such income statements were not necessarily prepared in accordance with generally accepted accounting principles, including with respect to the allocation or estimation of costs, operating expenses, assets and liabilities that were included in the Acquired Business. Such financial statements are hereinafter collectively referred to as the “Seller Financial Statements.”
(b) As of the date hereof, Seller has no Liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured or unmatured relating to the Acquired Business, other than (i) as reflected on the Audited Financial Statements; (ii) as have arisen since the date of the most recent balance sheet contained in the Audited Financial Statements in the Ordinary Course of Business; and (iii) contractual and other liabilities incurred in the ordinary course of business which are not required by GAAP to be reflected on a balance sheet. The Seller Disclosure Schedule separately identifies as of the date hereof (i) each Liability of Seller relating to the Acquired Business to any Employee, except for ordinary course liabilities to Employees such as accrued salaries, bonus, vacation and other benefits, or as otherwise disclosed under Schedule 5.20, and (ii) each Liability of Seller relating to the Acquired Business greater than $100,000.
(c) A true and correct copy of the Seller Financial Statements is attached to the Seller Disclosure Schedule.
(d) When delivered as contemplated by Section 8.3(n), the Audited Financial Statements shall be complete and correct in all material respects, will have been prepared in accordance with GAAP on a consistent basis throughout the periods indicated, and will fairly present the financial position of the Acquired Business as of the respective dates and for the respective periods indicated.
Seller Financial Statements. Attached hereto as Schedule 5.10 are (i) the consolidated balance sheet of Seller as of December 31, 1997, and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively, the "Seller Financial Statements"); and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28, 1998 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two (2) month period ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." Seller Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.
Seller Financial Statements. In the event a Guaranty is provided as Performance Security in lieu of cash or a Letter of Credit, Seller shall provide to Buyer, or cause the Guarantor to provide to Buyer, unaudited quarterly and annual audited financial statements of the Guarantor’s ultimate parent (including a balance sheet and statements of income and cash flows), all prepared in accordance with generally accepted accounting principles in the United States, consistently applied, and as posted on the website of the Guarantor’s ultimate parent or the Securities Exchange Commission. NOTICES
Seller Financial Statements. Upon the request of Buyer, Seller shall make available to Buyer's third party accountants, Seller's audited financial statements for the 1997 calendar year.
Seller Financial Statements. Seller shall have delivered to Buyer the Seller Financial Statements and shall have prepared and delivered to Buyer or Buyer’s independent auditors all financial information specified in Section 5.12.
Seller Financial Statements. The Seller shall use its reasonable best efforts to cause a “Big 4” accounting firm, or an affiliate thereof, engaged by the Seller, to prepare and deliver to the Purchaser by February 15, 2009 or in any event as soon as practicable thereafter, any financial statements of the Companies, the Subsidiaries, the Group Companies, including any Business Assets transferred to the Companies, the Subsidiaries and the Group Companies pursuant to this Agreement or any other financial information necessary to complete the Registration Statement.
Seller Financial Statements. The consolidated balance sheets of Seller and its Subsidiaries as of December 31, 1995, 1994 and 1993 and related consolidated statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 1995, together with the notes thereto, audited by KPMG Peat Marwick LLP and included in an annual report on Form 10-K (in- cluding amendments thereto) as filed with the Securities and Exchange Commission (the "SEC"), and the unaudited consolidated balance sheets of Seller and its Subsidiaries as of March 31, June 30, and September 30, 1996 and the related unaudited con- solidated statements of income and cash flows for the periods then ended, together with the notes thereto, included in quar- terly reports on Form 10-Q (including amendments thereto) (each a "Seller Form 10-Q") as filed with the SEC (collectively, the "Seller Financial Statements"), except as set forth on Schedule 2.05, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP"), present fairly the consolidated financial position of Seller and its Subsidiaries at the dates and the consolidated results of operations, cash flows and changes in stockholders' equity of Seller and its Subsidiaries for the periods stated therein and are derived from the books and records of Seller and its Subsidiaries, which are complete and accurate in all material respects and have been maintained in all material respects in accordance with applicable laws and regulations. Except as set forth on Schedule 2.05, neither Seller nor any of its Subsid- iaries has any material contingent liabilities that are not reflected in the Seller Reports (defined below) or disclosed in the financial statements described above.
Seller Financial Statements. (a) Attached hereto as Exhibit B are Financial Statements, including Income Statements of Seller for the 12 months ended December 31, 2010 and December 31 2011, and for the six months ended June 30, 2011 and June 30, 2012, as well as combined Balance Sheets of Seller and six (6) of its Affiliates as of December 31, 2010 and December 31, 2011, and as of June 30, 2010 and June 30, 2011 (the “Financial Statements”). The Financial Statements (i) are materially correct and complete, (ii) have been prepared in accordance with GAAP on a consistent basis, and (iii) fairly present the results of operations of the Cinema for the periods then ended in accordance with GAAP. Seller has no money due and owing to any film distributor in connection with the Cinema except for money owing in the normal course of business for which an amount is not ascertainable to pay or which is not yet delinquent but will be paid when due but in all events at or prior to Closing.
(b) Attached hereto as Exhibit J is a schedule of data compiled by Rentrak that sets forth the gross box office admissions for the Cinema for the calendar years 2010 and 2011 and for the period January 1, 2012 through November 20, 2012. The data on Exhibit J was based upon information supplied by Seller and accurately reflects, in all material respects, the gross box office admissions at the Cinema for each of the indicated periods.
Seller Financial Statements. (a) Attached hereto as Schedule 2.05
(a) are copies of the following documents: (i) Seller's Annual Report to Stockholders for the year ended December 31, 1996; and (ii) Seller's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997.
(b) The financial statements contained in the documents referenced in Schedule 2.05
(a) are referred to collectively as the "Seller Financial ---------------- Statements." The Seller Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") during the periods involved, and present fairly the consolidated financial position of Seller and the Seller Subsidiaries at the dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows of Seller and the Seller Subsidiaries for the periods stated therein.
(c) Seller and the Seller Subsidiaries have each prepared, kept and maintained through the date hereof true, correct and complete financial books and records which fairly reflect their respective financial conditions, results of operations, changes in stockholders' equity and cash flows.
Seller Financial Statements. (a) Promptly following October 31, 1997 and any other month end between the date hereof and the Closing Date, Seller shall promptly arrange for delivery to Buyer of the unaudited monthly financial statements of Seller prepared in the ordinary course of business consistent with past practices (the "Interim Statements").
(b) Promptly following the Closing, Seller shall arrange for delivery to Buyer of Seller's audited financial statements for the period from January 1, 1997 to the Closing Date prepared on an Income Tax Basis, the report thereon by an independent certified public accounting firm, and the consent by such firm, each to be used in a registration statement under the Securities Act of 1933. The cost of conducting such audit and preparing such statements shall be paid by Buyer.
