Common use of Certain Financial Statements Clause in Contracts

Certain Financial Statements. (a) Schedule 3.7(a) includes the following financial statements (the "FINANCIAL STATEMENTS"): (i) true, complete and correct copies of Altek's unaudited balance sheet and statements of income for the year ended March 31, 2001 and all schedules, and (ii) true, complete and correct copies of Altek's unaudited balance sheet for the eight month period ended November 30, 2001 (the "INTERIM BALANCE SHEET") and statements of income for the eight month period then ended. Each of the Financial Statements (including the notes thereto), except to the extent that the applicable Financial Statement presents only summary financial information, fairly presents the financial position and the results of the operations of the Business for the respective periods therein stated, and reflects adequate reserves for all known Liabilities, including all vacation Liability earned, as of the respective dates therein stated, in accordance with GAAP and, to the extent consistent with GAAP, Seller's policies, except as noted on Schedule 3.7(a). (b) The Business does not have any Liability of any nature that is not reflected or reserved against on the Interim Balance Sheet except for: (i) Liabilities of a similar nature as those reflected or reserved against on the Interim Balance Sheet that were incurred in the Ordinary Course since the date of the Interim Balance Sheet; (ii) Liabilities of any nature that are not required by GAAP to be so reflected or reserved against; and (iii) those Liabilities set forth on Schedule 3.7(b). Accounts payable reflected in the Financial Statements and the Interim Balance Sheet have arisen from bona fide transactions. Except as set forth on Schedule 3.7(b), all Liabilities of the Business incurred after the date of the Interim Balance Sheet were incurred in the Ordinary Course, arose from bona fide transactions, and are usual and normal in amount both individually and in the aggregate. Except as set forth in the Financial Statements or the Interim Balance Sheet, all Liabilities of the Business can be prepaid without penalty at any time.

Appears in 1 contract

Sources: Stock Purchase Agreement (Transmation Inc)

Certain Financial Statements. (a) [intentionally omitted] (b) Annexed hereto as Schedule 3.7(a3.6(b) includes is the following financial statements (September Balance Sheet. --------------- The September Balance Sheet has been derived from the "FINANCIAL STATEMENTS"): (i) true, complete Books and correct copies Records of Altek's unaudited balance sheet Seller and statements of income for the year ended March 31, 2001 and all schedulesSeller Affiliates maintained in the Ordinary Course, and (ii) true, complete and correct copies fairly presents the financial position of Altek's unaudited balance sheet for the eight month period ended November Business as of September 30, 2001 1999, and reflects adequate reserves for all known Liabilities, including all vacation Liability earned, as of September 30, 1999, in accordance with GAAP and, to the extent consistent with GAAP, Seller's policies, except as noted in the footnotes to the September Balance Sheet. (the "INTERIM BALANCE SHEET"c) and statements of income for the eight month period then ended. Each Annexed hereto as Schedule 3.6(c) are each of the Financial Statements (including the notes thereto), except --------------- Statements. Except to the extent that the applicable Financial Statement presents Statements present only summary financial information, the Financial Statements fairly presents present the financial position and the results of the operations of the Business for the respective periods therein stated, and reflects reflect adequate reserves for all known Liabilities, including all vacation Liability earned, as of the respective dates therein stated, in accordance with GAAP and, to the extent consistent with GAAP, Seller's policies, except as noted on Schedule 3.7(a)in the footnotes to the Financial Statements. (bd) The Business does not have any Liability of any nature that is not reflected or reserved against on the Interim September Balance Sheet except for: (i) Liabilities of a similar nature as those reflected or reserved against on the Interim September Balance Sheet that were incurred in the Ordinary Course since the date of the Interim Balance SheetSeptember 30, 1999; (ii) Liabilities of any nature that are not required by GAAP to be so reflected or reserved against; and (iii) those Liabilities set forth on Schedule 3.7(b3.6(d). Accounts payable reflected in the Financial Statements and the Interim --------------- September Balance Sheet have arisen from bona fide transactions. Except as set forth on Schedule 3.7(b3.6(d), all Liabilities of the Business incurred after the date of the Interim Balance Sheet --------------- September 30, 1999 were incurred in the Ordinary Course, arose from bona fide transactions, and are usual and normal in amount both individually and in the aggregate. Except as set forth in the Financial Statements or the Interim September Balance Sheet, all Liabilities of the Business can be prepaid without penalty at any time.

Appears in 1 contract

Sources: Asset Purchase Agreement (Roper Industries Inc /De/)