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. 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 Borrower’s audited consolidated financial statements as at December 31, 2007, and the Borrower’s unaudited quarterly financial statements as at March 31, 2008, 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, 2007, no Adverse Event has occurred.
Financial Statements and Condition. The Company’s audited consolidated financial statements as at December 25, 2020, 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 25, 2020, no Adverse Event has occurred.
Financial Statements and Condition. The Borrower's audited consolidated financial statements as at April 30, 2001 and its unaudited financial statements as at April 30, 2002 as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis (except for 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. Other than as may have been previously disclosed to the Banks in writing, since April 30, 2002 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) RMFE has delivered to Comercis a true, correct, and complete copy of its 10-KSB for December 31, 1999 ("Registration Statement") filed pursuant to the Securities Exchange Act of 1934, as amended (the "34 Act") which contains therein the audited balance sheet, statement of income, statement of retained earnings, and statement of cash flows of RMFE for the fiscal year ended December 31, 1999 (the "Audited Financial Statements").
(b) At or prior to Closing, RMFE shall have filed its Form 10Q for the period ended September 30, 2000, including unaudited financial statements ("Interim Statements," the Audited Financial Statements and collectively the "Financial Statements").
(c) The Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the period involved, are true, correct, and complete in all material respects, are in accordance with the books and records of RMFE and fairly present together with the notes thereto, the financial position and results of operations of RMFE for the periods therein indicated.
(d) Since the dates of the Financial Statements, there have not been, nor prior to closing will there be, any material adverse changes in the business or condition, financial or otherwise, of RMFE.
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 July 3, 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.
(b) Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date and as disclosed in Schedule 2.4(b), since June 30, 2006, there has not occurred: (i) any amendments or changes in the Company’s articles of incorporation and by-laws or other comparable corporate charter documents of the Company; (ii) any change by the Company in its accounting methods, principles or practices (other than changes required by applicable Law after the date of this Agreement); (iii) any sale of Assets and Properties of the Company other than (1) in the ordinary course of business or (2) dispositions of obsolete or worthless assets and sales of immaterial assets in excess of $250,000 in the aggregate; or (iv) any payment or declaration of any dividend or distribution by the Company (other than cash distributed on or prior to the Closing Date to the extent permitted under applicable Law).
Financial Statements and Condition. (a) Prior to the execution of this Agreement, Sellers have delivered to Purchaser copies of (i) the unaudited balance sheet of the Business as of December 31, 2000, and the related unaudited statement of operations for the fiscal year then ended and (ii) the unaudited consolidated balance sheet of the Business as of April 30, 2001 (the "April 30 Balance Sheet"), and the related unaudited consolidated statement of operations for the four-month period then ended (collectively, the "Financial Statements"). The Financial Statements were (i) prepared in accordance with GAAP, (ii) fairly present in all material respects the financial condition and results of operations of the Business as of the respective dates thereof and for the respective periods covered thereby, and (iii) were compiled from the Books and Records of Sellers regularly maintained by management and used to prepare the Financial Statements in accordance with the principles stated herein.
(b) Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date and as disclosed in Schedule 2.05(b), since December 31, 2000, the Business has been operated in all material respects in the ordinary course and there has not been any material adverse change in the Condition of the Business, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to the Business but also affect other Persons who participate or are engaged in lines of business similar to the Business. Without limiting the generality of the foregoing, except as set forth on Schedule 2.05(b), since December 31, 2000 there has not been any: (i) purchase by Sellers of any real property or other capital assets in excess of $ 25,000 individually or $100,000 in the aggregate, nor has any Seller entered into any agreement to purchase such real property or other capital assets, other than as listed on Schedule 1.01(a)(i) or Schedule 1.01(a)(vii), or as has been sold in the ordinary course since such date; (ii) material change in the conduct of the Business, or any change in Sellers' method of purchase, sale, lease, promotion or operation, or any material delay or postponement of the payment of accounts payable or other liabilities; or (iii) change in the method of accounting or accounting policies of Sellers, other than those required by GAAP.
(c) As of the date hereof, there are no Liabilities of Sellers relati...
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) Company has prepared the audited consolidated balance sheets of Company and the Company Subsidiaries as of the end of the fiscal periods ending February 28, 1997, December 31, 1997, December 31, 1998 and December 31, 1999 (collectively, the "Company Audited Balance Sheet") and the audited consolidated statements of income, Company's and the Company Subsidiaries' equity and changes in financial position for each of such fiscal years in each case audited by Ernst & Young LLP, the Company's independent public accountants, in accordance with generally accepted auditing standards (other than the report and notes thereto in the case of the fiscal period ending December 31, 1999) and accompanied by the related report of Ernst & Young LLP (such balance sheets and such consolidated statements of income, Company's equity and changes in financial position are hereinafter referred to collectively as the "Company Financial Statement"). A true and complete copy of the Company Financial Statement has been delivered to Acquiror and is attached as an exhibit to, and constitutes an integral part of, the Company Disclosure Letter.
(b) The Company Financial Statement, including, without limitation, the notes thereto (other than the notes to the December 31, 1999 financial statement which will be provided to Acquiror prior to the Effective Time), (i) has been prepared in accordance with the books and records of Company and its Subsidiaries and (ii) presents fairly in all material respects the consolidated financial position of Company and its Subsidiaries at the respective dates thereof and their consolidated results of operations and cash flows for the periods indicated, in accordance with GAAP applied throughout the periods involved (except as noted therein).
