Financial Statements and Condition. True, correct and complete copies of unaudited combined carve-out statements of operations and net assets of the Acquired Companies taken as a whole, as of December 31, 2021 and December 31, 2022, and the interim unaudited combined carve-out statements of operations and net assets for the six (6) months ended June 30, 2023 (the “Interim Financial Statements”) have been made available to Purchasers (collectively, the “Financial Statements”). Except as set forth in the notes thereto, all Financial Statements were prepared from the applicable books and records of the Acquired Companies on a consistent basis using the Accounting Principles and fairly present in all material respects the financial condition and results of operations of each Acquired Company and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject to normally recurring year-end audit adjustments and the absence of footnotes thereto, which, in each case, shall not be material in the aggregate. The Acquired Companies’ system of internal controls over financial reporting is designed to provide reasonable assurance in all material respects that transactions in respect of the business of the Acquired Companies are recorded only in accordance with the authorization of management of the Acquired Companies. To the Knowledge of Sellers, (i) there has not been in the last three (3) years any fraud with respect to any Acquired Company or Sellers that involves the management, officers, or any other current or former employee, director or manager of either Seller or an Acquired Company who has (or had) an active role in the preparation of financial statements or the internal accounting controls used by an Acquired Company and (ii) no Acquired Company has received any written claim or allegation regarding any of the foregoing.
Financial Statements and Condition. The Borrower’s audited consolidated financial statements as of December 31, 2021, and the Borrower’s unaudited quarterly financial statements as of June 30, 2022, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited quarterly financial statements, for the absence of footnotes and for year-end audit adjustments) and fairly present in all material respects the financial condition of the Borrower and the Subsidiaries, taken as a consolidated enterprise, as at such dates and the results of their operations for the fiscal year then ended. As of the dates of such consolidated financial statements, neither the Borrower nor any Material Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto. Since December 31, 2021, no Adverse Event has occurred.
Financial Statements and Condition. The Company’s audited consolidated financial statements as at December 31, 2010, and its unaudited consolidated financial statements as at April 1, 2011, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis and fairly present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as at such dates and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of such interim financial statements, to the absence of footnotes and normal year-end adjustments). Since December 31, 2010, no Adverse Event has occurred.
Financial Statements and Condition. The Original Borrower's audited consolidated financial statements as at March 31, 1995, and its unaudited consolidated financial statements as at December 31, 1995, as heretofore furnished to the Lender, have been prepared in accordance with GAAP on a consistent basis and fairly present the financial condition of the Original Borrower and its consolidated Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such financial statements, neither the Original Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 1995, there has not been any Material Adverse Occurrence.
Financial Statements and Condition. The Borrower's audited consolidated financial statements as at December 31, 1997 and its unaudited financial statements as at June 30, 1998, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Borrower and its Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 1997, there has been no material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.
Financial Statements and Condition. The Borrower's audited consolidated financial statements as at December 31, 2001 heretofore furnished to the Banks were prepared in accordance with GAAP consistently applied throughout the periods involved (except as may be indicated in the notes thereto regarding the adoption of new accounting policies) and present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. The Borrower's unaudited interim financial statements as at March 31, 2002 heretofore furnished to the Banks were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements as at December 31, 2001. The Borrower's unaudited interim financial statements as at March 31, 2002 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein except as otherwise set forth therein. As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 2001, there has been no material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.
Financial Statements and Condition. (a) Prior to the execution of this Agreement, Seller has made available to Purchaser true and complete copies of the statutory accounts of the Company for the fiscal year ended June 30, 2005 (the “Statutory Financial Statements”). Except as set forth in the notes thereto and as disclosed in Schedule 2.4(a), the Statutory Financial Statements were prepared from, are in accordance with and accurately reflect, the books and records of the Company, and have been prepared in accordance with applicable Law and fairly present in all material respects the consolidated financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject to normal recurring year-end adjustments and the absence of footnotes.
Financial Statements and Condition. The Borrower’s audited consolidated financial statements as at December 31, 2004, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis and fairly present the financial condition of the Borrower and the Subsidiaries as at such dates and the results of their operations for the fiscal year then ended. As of the dates of such consolidated financial statements, neither the Borrower nor any Material Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto. Since December 31, 2004, no Adverse Event has occurred.
Financial Statements and Condition. (a) Each of the Financial Statements presents fairly in accordance with GAAP (i) the financial position of the Parent and its Subsidiaries as of the date of such financial statements and (ii) the results of operations of the Parent and its Subsidiaries for such period. Neither the Parent nor its Subsidiaries had any material direct or indirect contingent liabilities as of the date of the Financial Statements which are not reserved for therein or which in accordance with GAAP would have to be included in footnotes thereto. Each of the Financial Statements has been prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved (except as described therein). There has been no material adverse change in the business, operations, liabilities, assets, properties, prospects or condition (financial or otherwise) of the Parent and its Subsidiaries, taken as a whole, since the Reference Date.
Financial Statements and Condition. (a) The Audited Financial Statements, (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the dates thereof and results of operations for the periods covered thereby.
