Financial Statements; Liabilities Sample Clauses

Financial Statements; Liabilities. (a) The Company has delivered to the Investor the consolidated balance sheets of the Company and Bluegreen as of December 31, 2012 and December 31, 2011 (collectively, the “Financial Statements”). (b) The Financial Statements of the Company, adjusted to reflect the Company’s interest in Bluegreen on a non-consolidated basis (the “Company Financial Statements”), fairly present in all material respects the financial condition and results of operations of the Company (excluding the consolidated financial condition and results of operations of Bluegreen), and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other (other than as specifically noted therein or normally recurring adjustments in the Company Financial Statements as of December 31, 2012). There are no liabilities or obligations of the Company, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability or obligation for taxes and any liability under any guaranty or indemnification arrangement, but in each case excluding any liabilities or obligations of Bluegreen (“Company Liabilities”), other than as reflected in the Company Financial Statements as of December 31, 2012, the obligations of the Company provided for in this Agreement and Company Liabilities incurred after December 31, 2012 in the ordinary course of business consistent with past practice. Notwithstanding anything to the contrary contained in this Agreement, any revision or restatement of the Company Financial Statements which results solely from a revision or restatement of the Financial Statements of Bluegreen shall not be deemed to constitute a breach of this representation and warranty for purposes of the indemnification provisions contained in Section 7. (c) To the Company’s Knowledge, the Financial Statements of Bluegreen fairly present in all material respects the financial condition and results of operations of Bluegreen, and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other (other than as specifically noted therein or normally recurring adjustments in the Financial Statements of Bluegreen as of December 31, 2012). To the Company’s Knowledge, there are no liabil...

Financial Statements; Liabilities. (a) Section 3.5 of the Seller Disclosure Schedule sets forth the following financial statements of C2 Aviation Capital, Inc., a business of Seller and subsidiaries, as presented in the Form 10 filed by C2 Aviation Capital, Inc. with the SEC on June 30, 2016, as amended prior to the date hereof (the “C2 Form 10”): (i) the audited combined balance sheets as of December 31, 2015 and 2014, (ii) the audited combined statements of income for each of the years ended December 31, 2015, 2014 and 2013, (iii) the audited combined statements of cash flows for each of the years ended December 31, 2015, 2014 and 2013, (iv) the unaudited combined balance sheet as of June 30, 2016, (v) the unaudited combined statements of income for the six-month periods ended June 30, 2016 and 2015 and (vi) the unaudited combined statements of cash flows for the six-month periods ended June 30, 2016 and 2015 (the items referred to in clauses (i) through (vi), with any notes thereto, being herein collectively referred to as the “Financial Statements” and the items referred to in clauses (iv) through (vi), with any notes thereto, being herein collectively referred to as the “Interim Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein) in all material respects, and present fairly, in all material respects, the combined financial position and the combined results of operations of the Business as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements may be subject to year-end adjustments and may not contain all footnotes and other presentation items required under GAAP. Notwithstanding Seller’s representations and warranties made in this Section 3.5(a), Purchaser acknowledges that throughout the periods covered by the Financial Statements, the Business has not operated as a separate stand-alone entity of Seller, but instead has been reported within Seller’s consolidated financial statements; stand-alone financial statements have not historically been prepared for the Business; and the Financial Statements have been prepared from Seller’s historical accounting records and are presented on a stand-alone basis and pursuant to accounting methodologies and principles for carve-out financials. (b) There are no Liabilities (including, for the avoidance of doubt, Taxes) of the members of the Commercial Air Group in the operation of the Business of any...

Financial Statements; Liabilities. The Company has delivered to the Purchaser its audited financial statements as of December 31, 2008 and for the fiscal year ended December 31, 2008, and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as September 30, 2009 and for the nine-month period ended September 30, 2009 (collectively, “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements and/or the Disclosure Schedule, the Company has no material liabilities or obligations, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2009; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.

Financial Statements; Liabilities. (a) Schedule 3.6(a) of the Parent Disclosure Schedules contains a true and complete copy of (i) the audited balance sheets and statements of operations, equity and cash flows of Tinet S.p.A. (“Tinet”), a corporation organized under the laws of Italy and an indirect, wholly-owned subsidiary of Parent, as of and for the fiscal year ended December 31, 2012 (the “Financial Statements”) and (ii) the unaudited balance sheet of the Company at December 31, 2012 (the “Unaudited Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, as at the dates and for the periods presented (except as may be stated therein or in the notes thereto), consistently applied by Tinet, and except as set forth on the Financial Statements fairly present, in all material respects, the financial condition and results of operations of Tinet as of the date thereof. The Unaudited Financial Statements fairly represent in all material respects the financial condition of the Company as of December 31, 2012 (subject to the absence of footnote disclosures and other presentation items) and have been prepared from and are in accordance with the books and records of the Company and U.S. GAAP. (b) None of the Acquired Companies has any Liabilities of a type required by GAAP to be set forth on a balance sheet, other than Liabilities (i) disclosed in the balance sheet included in the Unaudited Financial Statements, (ii) set forth in Schedule 3.6(b) of the Parent Disclosure Schedules, (iii) incurred since December 31, 2012 in the ordinary course of business, (iv) incurred in connection with this Agreement or the transactions contemplated hereby or (v) that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.

Financial Statements; Liabilities. The financial statements included in the SEC Reports present fairly the financial position, results of operations and cash flows of the Company and the Subsidiaries, at the dates and for the periods covered thereby, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows of the Company and the Subsidiaries at the dates and for the periods covered thereby. Except as and to the extent disclosed, reflected or reserved against in the financial statements of the Company and the notes thereto included in the SEC Reports, neither the Company nor any Subsidiary has any liability, debt or obligation, whether accrued, absolute, contingent or otherwise, and whether due or to become due which, individually or in the aggregate, are material to the Company and the Subsidiaries, taken as a whole. Since June 30, 2006, neither the Company nor any Subsidiary has incurred any liability, debt or obligation of any nature whatsoever which, individually or in the aggregate are material to the Company and the Subsidiaries, taken as a whole, other than those incurred in the ordinary course of their respective businesses. A detailed description and the amount of the Indebtedness of the Company and Subsidiaries that will be outstanding on the Closing Date appear on Schedule 4(l) attached hereto.

Financial Statements; Liabilities. (a) Included in the Form 10-Q for the six months ended June 30, 2002 ("Form 10-Q") are the Company's consolidated unaudited balance sheet (the "Balance Sheet") as of June 30, 2002 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the six-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended December 31, 2001 ("Annual Report") are the Company's consolidated audited balance sheets as of December 31, 2001 and the consolidated audited statements of operations, cash flow and changes of stockholders' equity for the period then ended, together with the related report of Marcum & Kliegmax XXX, ixxxxxxxxnt certified public accountants (such year-end balance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto): (i) are complete and correct in all material respects and are in accordance with the books and records of the Company; (ii) present fairly the consolidated financial condition, results of operations and cash flows of the Company and its subsidiaries at the respective dates therein specified and the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods therein specified; and (iii) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods (except that the unaudited financial statements are subject to year-end audit adjustments which will not be material in amount and do not contain complete footnotes). (b) The Company and its subsidiaries have no liabilities or obligations of any nature, either actual or absolute, contingent or otherwise, which are not reflected or provided for in the Financial Statements or related notes except liabilities included in the estimated loss from operations set forth in Section 3.9(c) of the Disclosure Schedule. (c) The Company anticipates a loss from operations, during the quarter ended September 30, 2002, as set forth in Section 3.9(c) of the Disclosure Schedule.

Financial Statements; Liabilities. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents fairly present in all material respects, in each case in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto). (b) There are no liabilities or obligations of the Company or any of its Subsidiaries of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, other than: (i) liabilities or obligations disclosed and provided for in the Company’s audited consolidated balance sheet as at December 31, 2012 (the “Company Balance Sheet”) or in the notes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices in all material respects since December 31, 2012 (the “Company Balance Sheet Date”) or arising or incurred in connection with or contemplated by this Agreement, and (iii) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Financial Statements; Liabilities. (a) Attached --------------------------------- hereto as Schedule 3.5 is a copy of the unaudited consolidated balance sheets of the Business as of December 31, 1998 and the unaudited consolidated statements of operations for the year ended December 31, 1998 and cash flows for the Business for the six months ended December 31, 1998 (collectively, with any notes thereto, the "Financial Statements"). The Financial Statements have been -------------------- prepared in accordance with GAAP applied on a consistent basis (except as may be noted therein, including no accrual for federal income taxes), and present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of the Business as of December 31, 1998, except that the Financial Statements (i) are not a complete set of the financial statements required by GAAP, (ii) do not have full footnote disclosure required by GAAP and (iii) do not follow the presentation requirements of GAAP. (b) There are no Liabilities of the Company or its Subsidiary, other than Liabilities (i) reflected or reserved against on the Financial Statements or otherwise set forth in this Agreement; (ii) incurred since the date of the Financial Statements (A) in the ordinary course of business, consistent with past practice, of the Company and its Subsidiary or (B) except as do not or would not reasonably be expected to have a Material Adverse Effect; or (iii) that are specifically exempt from disclosure in the Disclosure Schedule pursuant to the express terms of the provisions of this Agreement (other than this Section 3.5(b)) requiring such disclosure.

Financial Statements; Liabilities. The Company has made available to the Investor(s) the balance sheet of the Company and the income statement of the Company for the last 2 years (collectively, the “Financial Statements”). Any and all public financials as listed on Xxxxx are also at the disposal of the investor. Such Financial Statements (i.) were prepared from the books and records of the Company; (ii.) are true, correct and complete; and (iii.) present fairly, in all material respects, the financial condition and results of operations of the Company as of the date or dates and for the period or periods therein specified. The books of account and other financial records of the Company are in good order and have been properly maintained in all material respects.

Financial Statements; Liabilities. (a) The Company was formed on April 22, 2003. The Company has heretofore furnished Parent with copies of the following financial statements of the Company: (i) balance sheet as at December 31, 2003; (ii) statements of operations for the year ended on December 31, 2003; (iii) a balance sheet (the "REFERENCE BALANCE SHEET") as at July 31, 2004 (the "REFERENCE BALANCE SHEET DATE"); and (iv) a statement of operations (the "REFERENCE INCOME STATEMENT") for the seven months ended July 31, 2004. Except as set forth on Schedule 3.4(a) to the Company Disclosure Schedule, all such financial statements are complete and correct in all material respects, were prepared in accordance with generally accepted accounting principles of the United States ("GAAP"), consistently applied throughout the periods indicated, and have been prepared in accordance with the Books and Records of the Company, and present fairly the financial position of the Company at such dates and the results of its operations and cash flows for the periods then ended, subject to normal year end adjustments made in accordance with GAAP and to such inaccuracies, if any, which are not material in nature or amount. The financial statements of the Company provided to Parent pursuant to this Section 3.4(a) are referred to herein as the "COMPANY FINANCIAL STATEMENTS." (b) To the Company's knowledge, there are no Liabilities of or against the Company of any nature (accrued, absolute or contingent, unasserted or otherwise), except: (i) as and to the extent reflected or reserved against on the Reference Balance Sheet; (ii) as set forth on Schedule 3.4(b) to the Company Disclosure Schedule; (iii) those that are individually, or in the aggregate, not material to the Company; or (iv) open purchase or sales orders or agreements for delivery of goods and services in the ordinary course of business consistent with prior practice.