Examples of Division Financial Statements in a sentence
Prior to the Balance Sheet Date, the Transferor did not take or permit any of the actions set forth in Section 8.2 ----------- that are not reflected in the Division Financial Statements.
The Transferor has good and marketable title to, or holds by valid and existing lease or license, all of the Transferred Assets and all of the Transferred Assets are reflected on the Division Financial Statements, or under GAAP are not required to be reflected therein.
These accounts receivable, and all accounts receivable of the Transferor created after the Balance Sheet Date with respect to the business and operation of the Division, arose from valid transactions in the ordinary course of business and are good and collectible at the recorded amounts thereof, except for immaterial uncollectible amounts and except to the extent reserves therefor have been made on the Division Financial Statements.
Except as set forth in Section 3.4 of the Seller Disclosure Schedule, the Division Financial Statements (a) have been fairly and accurately derived from the books and records of the Division and (b) fairly present in accordance with GAAP consistently applied during and among the periods indicated the financial position of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods then ended.
With respect to the business and operation of ------------------- the Division, Transferor Disclosure Schedule 5.19 sets forth the accounts ----------------------------------- receivable of the Transferor as of December 31, 1998, as reflected in the Division Financial Statements as of that date, and the accounts receivable of the Transferor as of the Balance Sheet Date, together with an aging of these accounts.
Except as disclosed in Schedule 2.6, the Division Financial Statements (including any related notes and schedules thereto) are true and correct, have been prepared from the books and records of Seller in accordance with GAAP consistently applied, and present fairly the results of the operations of the Aluminum Business for the period then ended.
With respect to the business and operation of the ------------------- Division, Transferor Disclosure Schedule 5.19 sets forth the accounts receivable ----------------------------------- of the Transferor as of December 31, 1998, as reflected in the Division Financial Statements as of that date, and the accounts receivable of the Transferor as of the Balance Sheet Date, together with an aging of these accounts.
None of the Transferred Assets is subject to any Lien, except in any of the foregoing cases for such imperfections of title or Liens as (i) are set forth in Transferor Disclosure Schedule 5.11, (ii) are reflected or ----------------------------------- reserved against in the Division Financial Statements, (iii) arise out of Taxes which are not yet due and payable or are not in default and payable without penalty or interest, or (iv) arise out of the Assumed Liabilities.
Prior to the date hereof, Seller has delivered to Purchaser copies of unaudited statements of income for the Aluminum Business for the period ended August 31, 1995, a copy of which accompanies Schedule 2.6 (the "Division Financial Statements").
Except as set forth in the Division Financial Statements or in Schedule 1.3(b) or obligations specified in the contracts listed in Schedule 1.2(c), there is no liability and, to the best knowledge of the Sellers, no threatened action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, which could give rise to any liability with respect to any Acquired Asset.