Financial Statements; Absence of Undisclosed Liabilities. (a) Schedule 3.05(a)(1) sets forth: (i) an unaudited consolidated balance sheet as of October 31, 2010 (the “Latest Balance Sheet”), and the related consolidated statements of income and cash flow of Seller and its Subsidiaries for the 10-month period then ended and (ii) the audited consolidated balance sheets and the related audited consolidated statements of income and cash flows as of and for the years ended December 31, 2008 and December 31, 2009 (the items set forth in clauses (i) and (ii), collectively, the “Financial Statements”). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, such Financial Statements (including any related footnotes) have been based upon the books and records of Seller and its Subsidiaries and present fairly in all material respects the financial condition and results of operations of the Seller and its Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Except as set forth on Schedule 3.05(a)(2) with respect only to the items set forth in clause (i) above, in addition, such Financial Statements (including any related footnotes) present fairly in all material respects the financial condition and results of operations of the Purchased Subsidiaries and their Subsidiaries as of the times and for the periods referred to therein in accordance with GAAP consistently applied throughout the periods referred to therein (subject, in the case of unaudited financial statements, to normal year-end audit adjustments, which will not be material in amount or effect, and the absence of footnotes and other presentation items). Seller is a holding company, the sole business of which is to own the Securities. The Securities, together with any cash held in bank or other similar accounts of Seller, comprise substantially all of the assets of Seller.
Financial Statements; Absence of Undisclosed Liabilities. (a) Target has delivered to Acquiror copies of Target's unaudited balance sheet as of September 30, 1998 (the "MOST RECENT BALANCE SHEET") and statements of operations, stockholders' equity and cash flow for the 9-month period then-ended (together with the Most Recent Balance Sheet, the "TARGET INTERIM FINANCIALS") and the audited balance sheets as of December 31, 1997, and the related audited statements of operations, stockholders' equity and cash flows for the fiscal year ended December 31, 1997, respectively (collectively, the "TARGET FINANCIAL STATEMENTS").
Financial Statements; Absence of Undisclosed Liabilities. (a) True and complete copies of the Hunters Point Financial Statements have been provided to the other parties hereto. The Hunters Point Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the relevant periods, and present fairly, in all material respects, the financial condition and the results of operations of the Hunters Point Venture and its Subsidiaries on a consolidated basis as of their respective dates or for the periods referred to therein (subject, in the case of interim statements, to the absence of footnotes and normally recurring year-end adjustments which are not material).
Financial Statements; Absence of Undisclosed Liabilities. (a) True and complete copies of the El Toro Financial Statements have been provided to the other parties hereto. The El Toro Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the relevant periods, and present fairly, in all material respects, the financial condition and the results of operations of the El Toro Venture and its Subsidiaries on a consolidated basis as of their respective dates or for the periods referred to therein (subject, in the case of interim statements, to the absence of footnotes and normally recurring year-end adjustments which are not material).
Financial Statements; Absence of Undisclosed Liabilities. (a) True and complete copies of the Five Point Financial Statements have been provided to the other parties hereto. The Five Point Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the relevant periods, and present fairly, in all material respects, the financial condition and the results of operations of Five Point LP and its Subsidiary and Five Point Inc. on a combined consolidated basis as of their respective dates or for the periods referred to therein (subject, in the case of interim statements, to the absence of footnotes and normally recurring year-end adjustments which are not material).
Financial Statements; Absence of Undisclosed Liabilities. (a) True and complete copies of the Newhall Financial Statements have been provided to the other parties hereto. The Newhall Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the relevant periods, and present fairly, in all material respects, the financial condition and the results of operations of the Company and its Subsidiaries on a consolidated basis as of their respective dates or for the periods referred to therein (subject, in the case of interim statements, to the absence of footnotes and normally recurring year-end adjustments which are not material).
Financial Statements; Absence of Undisclosed Liabilities. (a) Seller has made available to Buyer copies of the following financial statements, in each case together with the exhibits, schedules and notes thereto (collectively, the “GAAP Financial Statements”): (i) the audited financial statements (consisting of a balance sheet, statement of operations and member’s equity, and statement of cash flows), including the related footnotes, as of and for the year ended December 31, 2018, 2017 and 2016 of GBIG, LLC and (ii) the unaudited financial statements (consisting of a balance sheet, statement of operations and member’s equity, and statement of cash flows) as of and for the calendar quarter March 31, 2019 of GBIG, LLC (the “Interim Financial Statements”). The GAAP Financial Statements have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved (except as described in the notes thereto), and present fairly, in all material respects, the financial position and results of operations of GBIG, LLC as of their respective dates and for the respective periods covered thereby in accordance with GAAP; provided, that the Interim Financial Statements (A) are subject to normal year-end adjustments that are not material, individually or in the aggregate, and (B) do not include footnotes.
Financial Statements; Absence of Undisclosed Liabilities. 3.11.1. Acorn's most recent audited financial statements as of and for the period ended December 31, 1998, and Acorn's unaudited balance sheets and income statements dated as of August 31, 1999 (the "Acorn Financial Statements"), are attached as Schedule 3.11.1 The Acorn Financial Statements have been prepared in accordance with GAAP (without reference to Intek's application thereof), and fairly present, in all Material respects, the financial condition and results of operations of Acorn as of the dates indicated. Without limitation, any reduction in the net book value of Acorn of more than $50,000 is "Material" for purposes of this Section. The August 31, 1999 balance sheet is referred to as the "Balance Sheet" and August 31, 1999 is referred to as the "Balance Sheet Date." The historical books and records of Acorn for the fiscal year period ended December 31, 1998, have been sufficiently prepared to permit the preparation of audited financial statements by Intek after the Closing in accordance with the financial accounting rules applicable in connection with any registered public offering of Intek securities under the Securities Act of 1933, as amended. The books and records of Acorn for the fiscal years ended December 31, 1997 and 1996 have been prepared in all Material respects consistently with the financial accounting rules applied to the Acorn books and records for fiscal year 1998, except that the for the fiscal years 1997 and 1996 the cash basis method of accounting was used.
Financial Statements; Absence of Undisclosed Liabilities. (i) The Company has previously delivered to Purchasers copies of (a) the consolidated balance sheet of the Company and the Company Subsidiaries at March 30, 1997 and March 29, 1998, and the related consolidated statements of operations, statements of shareholders' equity and cash flows for the fiscal years ended March 31, 1996, March 30, 1997 and March 29, 1998, inclusive, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended March 29, 1998, filed by the Company with the SEC under the Exchange Act, in each case accompanied by the audit report of Ernst & Young LLP, independent public accountants of the Company, and (b) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries at June 28, 1998 and the related unaudited consolidated statement of operations, statements of shareholders' equity and cash flows for the three month period then ended. All of such financial statements fairly present the consolidated financial position of the Company and the Company Subsidiaries as of the dates shown and the results of the consolidated operations, statements of shareholders' equity and cash flows of the Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, in each case subject, as to interim statements, to changes resulting from year-end adjustments (none of which will be material in amount and effect). All of such financial statements have been prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto. The Company has provided to Purchasers the fiscal year 1999 budget (for the fiscal year ending March 31, 1999) of the Company which was prepared in good faith and was based upon assumptions which the Company believed were reasonable. Purchasers understand that the Company's actual results may vary from the budget and no assurances can be given that the Company will meet its projections. As of the date hereof, the Company is not aware of any facts or circumstances which would cause the Company not to attain the projections of aggregate sales and net income set forth in the 1999 budget.
Financial Statements; Absence of Undisclosed Liabilities. The audited financial statements for fiscal years ended December 31, 2008 and 2007 and the unaudited financial statements for the fiscal quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 of DE Qinba and its Subsidiaries (the “DE Qinba Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, 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. DE Qinba and its Subsidiaries have no debt, obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due, whether or not known to DE Qinba) arising out of any transaction entered into at or prior to the Closing Date or any act or omission at or prior to the Closing Date, except to the extent set forth on or reserved against on DE Qinba’s audited financial statements for the fiscal years ended December 31, 2008 and 2007 and the unaudited financial statements for the fiscal quarters ended March 31, 2009, June 30, 2009 and September 30, 2009. All debts, obligations or liabilities with respect to directors and officers of DE Qinba will be cancelled prior to the Closing.
