Financial Statements; Undisclosed Liabilities. (a) The --------------------------------------------- Company has previously delivered to Buyer copies of the audited consolidated balance sheets of the Company as of December 31st for the fiscal years 1996 and 1997, and the related audited statements of income, changes in shareholders' equity and cash flows for the fiscal years 1995, 1996 and 1997, inclusive, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to the Company (collectively, the balance sheets and statements referred to above being referred to as the "Company Financial Statements" and the audited consolidated balance sheet as of December 31, 1997 being referred to as the "Company Balance Sheet"). The balance sheets referred to in the previous sentence (including the related notes) present fairly the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.4(a) present fairly the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods therein set forth; each of such balance sheets and statements (including the related notes) comply in all material respects with applicable accounting requirements with respect thereto; and each of such balance sheets and statements (including the related notes) has been prepared in accordance with GAAP consistently applied during the periods involved (except as indicated in the notes thereto) and in accordance with the books and records of the Company and the Company Subsidiaries, which books and records are complete and accurate in all material respects and have been maintained in all material respects in accordance with Applicable Law.
Financial Statements; Undisclosed Liabilities. The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Undisclosed Liabilities. (a) The financial statements of Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Undisclosed Liabilities. (a) (i) The audited consolidated balance sheets of the Group Companies as of December 31, 2020 and December 31, 2021, and the related audited consolidated statements of operations and comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Group Companies for each of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2021, and the related unaudited consolidated statements of operations, comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Group Companies for the twelve-month periods then ended (collectively, the “Closing Company Parties Financial Statements”), when delivered following the date of this Agreement in accordance with Section 5.17, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company Party and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (iii) will comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
Financial Statements; Undisclosed Liabilities. (a) Section 3.6(a)(i) of the Company Disclosure Letter sets forth (i) an audited balance sheet of the Company as of December 31, 2009, December 31, 2008 and December 31, 2007 and the related audited statements of earnings, shareholder’s equity and comprehensive income, and cash flows of the Company for the fiscal years ended December 31, 2009, December 31, 2008 and December 31, 2007, together with certain notes thereto (the “Audited Financial Statements”), which Audited Financial Statements are accompanied by the unqualified opinion of KPMG LLP (the “Auditor”) and (ii) an unaudited balance sheet of the Company as of September 30, 2010 and the related unaudited statement of earnings of the Company for the nine-month period then ended (the financial statements described in this clause (ii), the “Unaudited Financial Statements”), and together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity in all material respects with GAAP consistently applied during the periods involved, except, in the case of the Audited Financial Statements, as stated in the notes thereto, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustments, including the normal year-end adjustments set forth on Section 3.6(a)(ii) of the Company Disclosure Letter.
Financial Statements; Undisclosed Liabilities. (a) The financial statements of the Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end adjustments, and the absence of footnotes). The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Triage Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Triage Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Triage Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Triage Business for the fiscal year ended December 31, 2016 (the “0000 X&X Information”) (items (i) through (v), collectively, the “Financial Statements”). The Financial Statements have been prepared from the books of account and other financial records of the Triage Business in accordance with the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues and expenses and the 0000 X&X Information included in the Financial Statements present fairly in all material respects the revenues and expenses, and profit and loss information, of the Triage Business for the periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Triage Business set forth thereon as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Triage Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Triage Business to operate as a separate standalone entity.
Financial Statements; Undisclosed Liabilities. (a) Seller has previously delivered or made available to Buyer (i) the audited consolidated balance sheets of the Company and the Company Subsidiaries for the fiscal years ended December 31, 2008 and 2009 and the audited consolidated statements of income and audited consolidated statements of cash flows of the Company and the Company Subsidiaries for each such year (collectively, the “Financial Statements”) and (ii) the unaudited consolidated and fiscal balance sheet of the Company and the Company Subsidiaries as of August 31, 2010 (the “Base Balance Sheet”) and the unaudited interim consolidated statements of income and cash flow statements of the Company and the Company Subsidiaries for the eight-month period ended August 31, 2010 (collectively, the “Unaudited Interim Financial Statements”). Each of the Financial Statements and the Unaudited Interim Financial Statements presents fairly, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries for the periods then ended, in each case in conformity with GAAP (except, in the case of Unaudited Interim Financial Statements, as to normal and recurring adjustments that were not or are not expected to be in a material amount and for the lack of footnote disclosure).
Financial Statements; Undisclosed Liabilities. (a) Attached to Section 3.5(a) of the Company Disclosure Schedule are true and complete copies of (i) the audited consolidated financial statements of (A) Oneida Ltd. and its Subsidiaries ("Oneida") and (B) Anchor Holdings, Inc. and its Subsidiaries ("Anchor") (including the balance sheet and the related statements of income, stockholders' equity and cash flows) as of and for the years ended December 31, 2010, and 2011 (the "Audited Financial Statements"), and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries as of and for the twelve (12) month period ended December 31, 2012 (collectively with the Audited Financial Statements, the "Company Financial Statements"). The Company Financial Statements were prepared on the basis of and in accordance with the books and records of the Company and its Subsidiaries (or, in the case of the Audited Financial Statements, on the basis of and in accordance with the books and records of Oneida or Anchor and their respective Subsidiaries, as the case may be). The Company Financial Statements (including in each case, the notes thereto, if any) have been prepared in accordance with GAAP and present fairly the consolidated financial position and results of operations and cash flows of the Company and its Subsidiaries (or, in the case of the Audited Financial Statements, the consolidated financial position and results of operations and cash flows of Oneida or Anchor and their respective Subsidiaries, as the case may be) as of the dates thereof and for the periods covered thereby; provided, however, that the unaudited Company Financial Statements do not include all footnotes or normal year-end closing adjustments in accordance with GAAP (none of which are or would reasonably be expected to be material individually or in the aggregate determined as of the date of and for the periods which are the subject of such unaudited Company Financial Statements).
Financial Statements; Undisclosed Liabilities. (a) Schedule 3.05 of the Disclosure Schedules consists of the following financial statements (the “Financial Statements”): (a) the Company’s unaudited consolidated balance sheet as of August 31, 2017 (the “Latest Balance Sheet”) and the related statements of income and cash flows for the eight-month period then ended; and (b) the Company’s audited consolidated balance sheet as of December 31, 2016, December 31, 2015 and December 31, 2014 and the related consolidated statement of operations and comprehensive loss, stockholders’ deficit, and cash flows for the fiscal years then ended. The balance sheet of the Company as of December 31, 2016 is referred to herein as the “Balance Sheet”. The Financial Statements have been based upon the information contained in the Company’s books and records, have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, are true, correct and complete, and present fairly in all material respects the financial condition and results of operations of the Acquired Companies as of the times and for the periods referred to therein, subject in the case of the unaudited financial statements to (i) the absence of footnote disclosures (that, if presented, would not differ materially from those presented in the audited financial statements) and (ii) changes resulting from normal year-end adjustments (the effects of which will not be material).
