Financial Statements; Absence of Undisclosed Liabilities Sample Clauses

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 manageme...

Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of Target's unaudited balance sheet as of September 30, 1998 (the "MOST RECENT BALANCE SHEET") and statements of operations, stockholders' equity and cash flow for the 9-month period then-ended (together with the Most Recent Balance Sheet, the "TARGET INTERIM FINANCIALS") and the audited balance sheets as of December 31, 1997, and the related audited statements of operations, stockholders' equity and cash flows for the fiscal year ended December 31, 1997, respectively (collectively, the "TARGET FINANCIAL STATEMENTS"). (b) The Target Financial Statements are in accordance with the books and records of Target and present fairly in all material respects the financial position, results of operations and cash flows of Target as of their historical dates and for the periods indicated. The Target Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. The reserves, if any, reflected on the Target Financial Statements are adequate in light of the contingencies with respect to which they were made. (c) Target has no debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Most Recent Balance Sheet, except for those that may have been incurred after the date of the Most Recent Balance Sheet or that would not reasonably be required, in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, to be included in a balance sheet or the notes thereto. All debts, liabilities, and obligations incurred after the date of the Most Recent Balance Sheet were incurred in the ordinary course of business and are not material both individually and in the aggregate to Target or its business.

Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited financial statements as of and for the period ended December 31, 1998, and Acorn's unaudited balance sheets and income statements dated as of August 31, 1999 (the "Acorn Financial Statements"), are attached as Schedule 3. 11.1 The Acorn Financial Statements have been prepared in accordance with GAAP (without reference to Intek's application thereof), and fairly present, in all Material respects, the financial condition and results of operations of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used. 3.11.2. Except to the extent reflected or reserved against or otherwise disclosed in the Acorn Financial Statements or in Schedule 3.11.2, as of the Balance Sheet Date, Acorn had no liabilities, debts or other obligations of any nature, whether absolute, accrued, contingent or otherwise, or whether due or to become due, including, without limitation, liabilities for Taxes, in excess of $50,000 in any one case or which in the aggregate exceed $100,000. Subsequent to the Balance Sheet Date, Acorn has not incurred any liabilities, debts or obligations other than in the ordinary course of business (and such ordinary course items do not in the aggregate exceed $50,000), except as listed in Schedule 3.11.2, or otherwise disclosed herein including the accounts payable report described below or in the Schedules hereto, and has endeavored to properly record in its books of account all items of income and expense and all other proper charges and accruals required to be made in accorda...

Financial Statements; Absence of Undisclosed Liabilities. (a) True and complete copies of the Hunters Point Financial Statements have been provided to the other parties hereto. The Hunters Point Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the relevant periods, and present fairly, in all material respects, the financial condition and the results of operations of the Hunters Point Venture and its Subsidiaries on a consolidated basis as of their respective dates or for the periods referred to therein (subject, in the case of interim statements, to the absence of footnotes and normally recurring year-end adjustments which are not material). (b) The Hunters Point Entities have no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those that are reflected or reserved against in the most recent balance sheet included in the Hunters Point Financial Statements, (ii) those that have been incurred in the ordinary course of business since the date of such balance sheet, (iii) those that arise under any Contract to which any of the Hunters Point Entities is a party as of the date hereof, (iv) those contemplated by, or otherwise incurred in connection with, this Agreement, or (v) such as would not reasonably be expected to have a Hunters Point Material Adverse Effect.

Financial Statements; Absence of Undisclosed Liabilities. (i) The audited financial statements of the Company (including the notes, if any, thereto) included in the Company Financial Statements (a) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, including the Xxxxxxxx-Xxxxx Act, applicable thereto, (b) were prepared in accordance with GAAP throughout the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and (c) fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the financial position of the Company as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended. (ii) There are no material liabilities or obligations of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise other than (a) liabilities or obligations disclosed, provided for or reserved against in the Company Financial Statements or disclosed in the notes thereto or (b) liabilities or obligations incurred in the ordinary course of the Company’s business after the date of the most recent balance sheet included in the Company Financial Statements.

Financial Statements; Absence of Undisclosed Liabilities. PURCHASE AND SALE AGREEMENT (a) The (i) reviewed, but unaudited, consolidated financial statements for each of the two (2) years ended December 31, 2009 and 2010 (attached hereto as Schedules 3.5(a)(1) and 3.5(a)(2), respectively) (the “Reviewed Financial Statements”), and (ii) unaudited interim consolidated financial statements for the three (3) months ended March 31, 2011 (attached hereto as Schedule 3.5(a)(3)) (the “March 31 Financial Statements” and, together with the Reviewed Financial Statements, the “Financial Statements”) of the Companies (including the notes thereto), were prepared in accordance with GAAP consistently applied throughout the periods involved (except as may be indicated therein or in the notes thereto and, in the case of the March 31 Financial Statements, except for the treatment of deferred income taxes, normal year-end adjustments and the absence of footnotes) and accurately and fairly present in all material respects the consolidated financial position of the Companies as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended (except, in the case of the Unaudited Financial Statements, for normal year-end adjustments and the absence of footnotes). (b) Except as set forth in Schedule 3.5(b), the Companies do not have any material liabilities of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, except for liabilities (i) disclosed in, provided for, adequately reflected in, reserved against or otherwise described in the Financial Statements (including in any notes thereto) or that are or will be included in the calculations of Net Working Capital, (ii) under any Material Contract (or a Contract not required to be disclosed on Schedule 3.17 to avoid a breach of Section 3.17) or under any of the Companies’ Employee Plans or otherwise disclosed in or contemplated by this Agreement, including any Schedules thereto, (iii) that have arisen in the Ordinary Course since the March 31, 2011, (iv) under the Transaction Documents or in connection with the Transactions, or (v) existing as of March 31, 2011 that would not have been required to be disclosed in, provided for, reflected in, reserved against or otherwise described in the Financial Statements (including in any notes thereto) in accordance with GAAP. For purposes of this Section 3.5(b) only, “material liabilities” shall mean liabilities of the Companies in excess of $1,800,00...

Financial Statements; Absence of Undisclosed Liabilities. (a) Terradatum has furnished HomeSeekers with the balance sheets of Terradatum as of December 31, 1998, and the related statements of operations, cash flows and changes in members' equity for the period ended December 31, 1999, together with the notes thereto, and the unaudited balance sheet and related statements of operations, cash flows and changes in members' equity for the seven month period ended July 31, 1999 (collectively, the "Terradatum Financial Statements"). Terradatum Financial Statements, including the notes thereto, (i) are in accordance with the respective books of Terradatum; (ii) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved; (iii) present fairly the financial position of Terradatum as of the respective dates thereof and the results of operations and cash flows of Terradatum for the respective periods indicated therein; and (iv) do not reflect any material items of nonrecurring income except as stated therein. During the one-year period ended December 31, 1998, there has been no change in Terradatum's accounting principles, methods or policies, except as described in the notes to Terradatum Financial Statements and except that the unaudited interim financial statements (A) are subject to normal year-end audit adjustments which are not expected to be material in the aggregate and (B) do not include footnotes. (b) Terradatum has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, except for claims not in any way known to Terradatum, and whether due or to become due, which were not disclosed or provided for in Terradatum Financial Statements or the notes thereto other than obligations not required to be disclosed or provided for under generally accepted accounting principles and liabilities incurred since December 31, 1998, which are not individually or in the aggregate, material to Terradatum's Business. To the knowledge of Terradatum, there are no loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5) which were not adequately provided for in Terradatum Financial Statements or reflected in the notes thereto. (c) To the Knowledge of Terradatum and the Members, the accounts receivable of Terradatum shown on the Terradatum Financial Statements at December 31, 1998 are collectible in the ordinary and usual course of business, and are not subject to any defense or right of set-off that may b...

Financial Statements; Absence of Undisclosed Liabilities. (a) Attached hereto as Schedule 7.5(a) is a correct and complete copy of (i) the unaudited consolidated balance sheet (including any related notes thereto) of the Company and its Subsidiaries as at December 31 in each of the years 2017, 2018 and 2019, together with the unaudited consolidated statement of operations and cash flows for the Company and its Subsidiaries as at December 31 in each of the years 2017, 2018 and 2019 and (ii) an unaudited balance sheet of the Company and its Subsidiaries as of February 29, 2020 (the “Latest Balance Sheet Date”), together with the unaudited statement of operations and cash flows for the two (2) months then ended (the financial statements referred to in clauses (i) and (ii), being the “Financial Statements”). The Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as indicated in the notes thereto), and each fairly presents in all material respects the financial position of the Company and its Subsidiaries at the respective dates and the results of their operations and cash flows for the periods indicated, except as otherwise set forth in the notes thereto and, in the case of interim statements, for ordinary course, year-end audit adjustments that are not, individually or in the aggregate, material. (b) The Company and its Subsidiaries maintain accurate books and records reflecting their material assets and liabilities and maintain, and have maintained for all periods reflected in the Financial Statements, proper and adequate internal accounting controls that provide reasonable assurance that (i) material transactions are recorded as necessary to permit accurate preparation of their financial statements and to maintain accurate accountability for their assets; (ii) the reporting of their assets is compared with existing assets at regular intervals; and (iii) accounts, notes and other receivables and inventory are recorded accurately, subject to the allowances for doubtful accounts included therein and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. (c) None of the Company or any of its Subsidiaries has any material Liabilities or obligations, whether accrued, absolute, fixed, contingent, or otherwise, whether due or to become due, other than (a) Liabilities that are specifically set forth and adequately reserved against in the Financial Statements dated as of the Latest Balance Sh...

Financial Statements; Absence of Undisclosed Liabilities. (a) The Company has made available to the Parent copies of the annual statement of the Insurance Subsidiary as of and for the annual periods ended December 31, 2017, 2018 and 2019 and the quarterly statements for each such annual period and the quarterly statements for the first three (3) calendar quarters of 2020, in each case as filed with the Texas Department of Insurance and together with the exhibits, schedules and notes thereto (collectively, the “Statutory Statements”). The Statutory Statements have been derived from the Books and Records, prepared in all material respects in accordance with SAP applied consistently throughout the periods involved, and present fairly, in all material respects, the statutory financial position and results of operations and, if applicable, cash flows of the Insurance Subsidiary, as of their respective dates and for the respective periods covered thereby in accordance with SAP; provided, however, that the Statutory Statements for the first three (3) calendar quarters of 2020 are subject to year-end adjustments and reclassifications and may lack certain footnote disclosures and other presentation items. All assets that are, or will be, as applicable, reflected as admitted assets on the Statutory Statements, to the extent applicable, comply, or will comply, as applicable, in all material respects with SAP and all Laws applicable to admitted assets. (b) The Company has made available to the Parent copies of the following financial statements of the Company, in each case together with the exhibits, schedules and notes thereto (collectively, the “Group Companies Financial Statements” and, together with the Statutory Statements, the “Financial Statements”): (i) the audited consolidated financial statements (consisting of a balance sheet, statement of earnings (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the annual periods ended December 31, 2017, 2018 and 2019; and (ii) the unaudited consolidated financial statements (consisting of a balance sheet, statement of income (loss), statement of comprehensive income (loss), statement of shareholder’s equity and statement of cash flows) of the Group Companies, including the related footnotes, as of and for the three-month period ended September 30, 2020. The Group Companies Financial Statements (A) have been derived from the Books and Records, (B...

Financial Statements; Absence of Undisclosed Liabilities. (a) True and complete copies of the El Toro Financial Statements have been provided to the other parties hereto. The El Toro Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the relevant periods, and present fairly, in all material respects, the financial condition and the results of operations of the El Toro Venture and its Subsidiaries on a consolidated basis as of their respective dates or for the periods referred to therein (subject, in the case of interim statements, to the absence of footnotes and normally recurring year-end adjustments which are not material). (b) The El Toro Entities have no liabilities, obligations or commitments of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except (i) those that are reflected or reserved against in the most recent balance sheet included in the El Toro Financial Statements, (ii) those that have been incurred in the ordinary course of business since the date of such balance sheet, (iii) those that arise under any Contract to which any of the El Toro Entities is a party as of the date hereof, (iv) those contemplated by, or otherwise incurred in connection with, this Agreement, or (v) such as would not reasonably be expected to have an El Toro Material Adverse Effect.