Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .
Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes.
Financial Statements; No Undisclosed Liabilities. (a) Attached to Schedule 3.4 are Sellers’ and its Subsidiaries’ audited consolidated balance sheet as of December 31, 2023, and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the fiscal year then ended (collectively, the “Audited Financial Statements”) and unaudited consolidated balance sheets as of June 30, 2024 and the related consolidated statements of operations, comprehensive loss, cash flows and deficit for the portion of the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, in the case of Unaudited Financial Statements, subject to (i) normal year-end audit adjustments (none of which are material, individually or in the aggregate) and (ii) the absence of notes (none of which if presented would materially differ in amount or nature from those included in the Audited Financial Statements), and such Financial Statements fairly present in all material respects the consolidated financial position of Sellers and their Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown.
Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to the Buyer true and complete copies of (i) the audited Financial Statements with respect to the Company as of and for the years ended December 31, 2014 and 2015 (the “Audited Financial Statements”), (ii) any management letters relating to the Audited Financial Statements received by the Company, any Seller or any of such Seller’s Affiliates from the auditors, and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such financial statements (collectively, the “Management Letters”), and (iii) unaudited Financial Statements as of and for the twelve (12) month period (the “Interim Period”) ended December 31, 2016 (the “Balance Sheet Date”, and together with the Audited Financial Statements, collectively, the “Company Financial Statements”). The Company Financial Statements (including the notes thereto in the case of Audited Financial Statements) have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except in the case of the unaudited financial statements, for the omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of the Company for the dates or periods indicated thereon applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and, with respect to the unaudited financial statements, year-end adjustments).
Financial Statements; No Undisclosed Liabilities. (a) The Triller LLC 2024 S-1 sets forth (i) the audited balance sheets and statements of operations, cash flows, and equity of Triller LLC at and for the two fiscal years ended December 31, 2022 and 2021 and accompanying notes (the “Annual Financial Statements”) and (ii) an unaudited balance sheet and statements of cash flows of Triller LLC at and for the nine month period ended September 30, 2023 (the “Interim Financial Statements”). Schedule 2.5(a) to the Corporation Disclosure Memorandum sets forth the unaudited balance sheets and statements of operations, cash flows, and equity of Triller LLC at and for the fiscal year ended December 31, 2023, without notes (the “2023 Unaudited Financial Statements” and collectively with the Annual Financial Statements and the Interim Financial Statements, the “Financial Statements”). The Financial Statements (i) are accurate, complete, and consistent with the books and records of Triller LLC and the Corporation, (ii) have been prepared in conformity with GAAP on a basis consistent with prior accounting periods, and (iii) fairly present the financial position, results of operations, and changes in financial position of Triller LLC as of the dates and for the periods indicated, subject, in the case of the Interim Financial Statements, solely to normal recurring period end adjustments. The unaudited balance sheet of Triller LLC as of December 31, 2023 (the “Corporation Balance Sheet Date”) is herein referred to as the “Corporation Balance Sheet.” The Company has no Liabilities that are not fully reflected or reserved against, as prescribed by GAAP, in the Corporation Balance Sheet, except Liabilities incurred since the Corporation Balance Sheet Date in the ordinary course of business and consistent with past practice. The Corporation is not a guarantor, indemnitor, surety, or other obligor of any indebtedness of any other Person. The Corporation has delivered to Parent accurate and complete copies of all management letters and other correspondence received from accountants of the Corporation relating to the Corporation’s financial statements, accounting controls, and all related matters. There has been no incidence of Fraud that involves any current or former Corporation Service Providers.
Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited financial statements for the eight-month period ended February 28, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.
Financial Statements; No Undisclosed Liabilities. Attached as Schedule 4.7A are true and complete copies of the financial statements (including balance sheets, statements of income and retained earnings, statements of cash flow, and any notes pertaining thereto of the Seller for its fiscal years ending December 31, 2004 and December 31, 2005, and interim financial statements for the period ending September 30, 2006 (collectively, the “Financial Statements”). The balance sheet as of September 30, 2006 is hereinafter referred to as the “Latest Balance Sheet.” The Seller’s books and records of accounts accurately reflect all of the assets, liabilities, transactions and results of operations of the Seller in all material respects, and the Financial Statements have been prepared based upon and in conformity therewith. Except as set forth in Schedule 4.7B, the Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) maintained and applied on a consistent basis throughout the indicated periods, and fairly present the financial condition and results of operation of the Seller in all material respects at the dates and for the relevant periods indicated. (except as may be indicated in the footnotes to the Financial Statements and that the interim financial statements may not have notes thereto and other presentation items that may be required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount). Except as set forth on the Financial Statements or on the Liabilities Schedule attached as Schedule 4.7, Seller has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that are, individually or in the aggregate, material to the Stomp Business and that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, except for immaterial liabilities or obligations incurred in the ordinary course of business consistent with past practice since the Latest Balance Sheet. All reserves established by Seller and set forth in the Financial Statements are in accordance with GAAP. As of the date of the Latest Balance Sheet, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standard No. 5) that are not adequately provided for in the Latest Balance Sheet.
Financial Statements; No Undisclosed Liabilities. (a) Attached as Section 3.4 of the Company Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):
Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 4.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):
Financial Statements; No Undisclosed Liabilities. The financial statements of the Company made available to the the Investors have been prepared in accordance with United States or Canadian generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”) or International Financial Reporting Standards (“IFRS”), except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company has no liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or otherwise, required to be reflected in financial statements in accordance with GAAP or IFRS, which individually or in the aggregate (a) has not been reflected in the latest balance sheet included in the financial statements, or (b) has not arisen (i) in the ordinary course of business, consistent with past practices, since the date of the latest balance sheet included in the financial statements in an amount that does not exceed $25,000 in any one case or $100,000 in the aggregate, (ii) pursuant to or in connection with this Agreement or the other transactions contemplated hereby or (c) are not executory performance obligations to be performed after the date hereof in the ordinary course of business pursuant to agreements of the Company that were entered into in the ordinary course of business, consistent with past practices.
