Target Financial Statements. Target’s audited consolidated financial statements as at and for the fiscal years ended December 31, 2005 and 2004 (including the notes thereto and related management’s discussion and analysis (“Target’s MD&A”)) and Target’s unaudited financial statements as at and for the six months ended June 30, 2006 (including the notes thereto and related Target’s MD&A) (collectively, the “Target Financial Statements”) and all financial statements of Target and its subsidiaries included or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed with Securities Authorities since December 31, 2004 were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Target’s independent auditors, or (B) in the case of unaudited interim consolidated financial statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of Target and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim consolidated financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. There has been no material change in Target’s accounting policies, except as described in the notes to the Target Financial Statements, since December 31, 2005. None of Target or its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth in a consolidated balance sheet of Target or in the notes thereto, except for any liabilities or obligations incurred since June 30, 2006 in the ordinary course of business.
Target Financial Statements. Target's audited consolidated financial statements as at and for the fiscal years ended June 30, 2009 and 2008 (including the notes thereto) and related management's discussion and analysis ("MD&A") and Target's unaudited consolidated financial statements as at and for the nine months ended March 31, 2010 (collectively, the "Target Financial Statements") were prepared in accordance with GAAP consistently applied (except (A) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Target's independent auditors, or (B) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and present fairly in all material respects the consolidated financial condition, results of operations, changes in financial position of Target and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Target and its subsidiaries on a consolidated basis. Target's audited consolidated financial statements for the fiscal year ended June 30, 2010 will be filed as required pursuant to National Instrument 51-101 "Continuous Disclosure Obligations" on or before September 24, 2010. There has been no material change in Target's accounting policies, except as described in the notes to the Target Financial Statements, since March 31, 2010.
Target Financial Statements. Prior to Closing, Target shall deliver to Buyer true and correct copies of Target’s Year End Financial Statements and Target’s Interim Financial Statements in form satisfactory in all material respects to meet the requirements of Item 310 of Regulation S-B promulgated by the U.S. Securities and Exchange Commission and suitable for filing with the SEC; provided, however, that Buyer may waive this requirement in order to hold the Closing by December 31, 2006, upon the reasonable assurance by Target and Seller that such financial statements can be delivered within 75 days following the Closing Date; and further provided, that if such financial statements cannot be prepared and are not delivered within such period, Buyer shall have the right to terminate this Agreement and rescind the transactions set forth herein.
Target Financial Statements. On or prior to the Closing Date, the Target will have delivered the Target Financial Statements to the Purchaser.
Target Financial Statements. Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of Target (including any related notes and schedules) included (or incorporated by reference) in its annual reports on Form 10-K for each of the three fiscal years ended December 31, 2006, 2007 and 2008 and its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, June 30 and September 30, 2009 have been prepared from, and are in accordance with, the books and records of Target and its consolidated Subsidiaries, comply in all material respects with GAAP and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments) and fairly present, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Target and its Subsidiaries as of the date thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of Target and its Subsidiaries for the periods presented therein (subject to normal year-end adjustments and the absence of financial footnotes in the case of any unaudited interim financial statements).
Target Financial Statements. Schedule 4.3 sets forth the unaudited balance sheet of Target as of December 31, 2000, and the related statements of income and retained earnings for the period ending December 31, 2000. The financial statements in Schedule 4.3 are referred to collectively as the "Target Financial Statements." The Target Financial Statements fairly present the financial position of Target in all material respects as of the date of the balance sheet included in the Target Financial Statements, and the results of its operations for the period indicated. At Closing, Target shall have $300,000 of unrestricted cash. The parties agree that, at Closing these funds shall be used to pay the liabilities of Dencor set forth on Schedule 4.3.
Target Financial Statements. The Target Financial Statements fairly present the consolidated financial condition and results of operations of Target as of the date and for the periods reflected therein.
Target Financial Statements. (i) The audited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries for the fiscal years ended November 30, 2018 and November 30, 2017 and, to the knowledge of the Company, the unaudited balance sheets and related statements of income and cash flows of the Target and its Subsidiaries for the months ended May 31, 2019 and (ii) the audited consolidated balance sheet and statement of operations for AAA UK Acquisition Co. Limited, each as of the end of such year or month and for the portion of the fiscal year then ended, in each case of clauses (i) and (ii), (x) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (y) fairly present in all material respects the financial condition of the Target and its Subsidiaries or AAA UK Acquisition Co. Limited, as applicable, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of unaudited balance sheets and statements of income, cash flows and operations, to the absence of footnotes and to normal year-end audit adjustments.
Target Financial Statements. The Target will immediately notify the Purchaser in accordance with Section 14.3 hereof, if they receive any advice or notification from the Target’s independent certified public accountants that the Target has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting any Target Assets, Liabilities, revenues, or expenses in the books, records, and accounts of the Target.
Target Financial Statements. (a) Attached to the Target Schedule of Exceptions are the Target’s consolidated unaudited balance sheet, and statement of operations and cash flows of Target as of October 31, 2008 (October 31, 2008 being referred to herein as the “Target Balance Sheet Date”) (all such financial statements being collectively referred to herein as the “Target Financial Statements”). Such Target Financial Statements (a) are derived from and in accordance with the books and records of Target, (b) are true, correct and complete in all material respects and present fairly in all material respects the financial condition of Target at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in accordance with GAAP, except, as to the unaudited Target Financial Statements, for the omission of notes thereto and normal year-end audit adjustments. Table of Contents (b) Target does not have any liabilities of any nature required to be reflected in financial statements in accordance with GAAP, other than (i) those set forth or adequately provided for in the Balance Sheet included in the Target’s Balance Sheet as of October 31, 2008 and included in the Financial Statements, (ii) those incurred in the conduct of Target’s business since the Target Balance Sheet Date in the ordinary course, consistent with past practice, which are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount, and (iii) those incurred by Target in connection with the execution of this Agreement or the performance by Target of its obligations hereunder. Except for liabilities reflected in the Target Financial Statements, Target has no off balance sheet liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by Target. All reserves that are set forth in or reflected in the Target Balance Sheet have been established in accordance with GAAP consistently applied and are adequate.
(c) Target has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of Target are being executed and made only in accordance with appropriate authorizations of management and the Target Board, (ii) that transactions are recorded as necessary (A) to...
