Common use of Company Financial Statements Clause in Contracts

Company Financial Statements. Section 4.6(a) of the Company Disclosure Schedule sets forth (i) the consolidated audited balance sheets of the Company and the Company Subsidiaries as of December 31, 2005 and December 31, 2006, and the related statements of operations and members’ equity for the fiscal years then ended (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the books and records of the Company and the Company Subsidiaries (which books and records are correct and complete in all material respects) in all material respects.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Volcom Inc), Agreement of Purchase and Sale (Volcom Inc)

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Company Financial Statements. Section 4.6(a) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company Disclosure Schedule sets forth SEC Reports, including each Company SEC Report filed after the date hereof until the Closing (the “Company Financials”), (i) complied or, for such subsequently filed reports, will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q, 8-K or any successor form under the Exchange Act) and (iii) fairly presented the consolidated audited balance sheets financial position of the Company and its subsidiaries as at the Company Subsidiaries as of December 31, 2005 and December 31, 2006, respective dates thereof and the related statements consolidated results of the Company’s and its subsidiaries’ operations and members’ equity cash flows for the fiscal years then ended (collectivelyperiods indicated, except that the “Audited Financial Statements”), unaudited interim financial statements may not contain footnotes and (ii) the interim were or are subject to normal and recurring year-end adjustments. The balance sheet of the Company and contained in the Company Subsidiaries SEC Reports as of September June 30, 2007 (2011 is hereinafter referred to as the “Company Balance Sheet,.and such dateExcept as disclosed in the Company Financials, since the “Company Balance Sheet Date”), and the related statements date of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, neither the “Interim Financial Statements”)Company nor any of its Affiliates has any Liabilities required under GAAP to be set forth on a balance sheet that are, which Interim Financial Statements have been reviewed by individually or in the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100aggregate, and (iii) material to the interim unaudited and unreviewed statements business, results of operations or financial condition of the Company and its subsidiaries taken as a whole, except for Liabilities incurred since the date of the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject to, Balance Sheet in the case ordinary course of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner business consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods Liabilities incurred in all material respects), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent connection with the books and records of the Company and the Company Subsidiaries (which books and records are correct and complete in all material respects) in all material respectsthis Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)

Company Financial Statements. Section 4.6(a) of the Company Disclosure Schedule sets forth (i) the The consolidated audited balance sheets of financial statements for the Company and the Company Subsidiaries as of and for the year ended December 31, 2005 2010 and December 31as of April 30, 20062011, in each case provided to Parent prior to the date hereof, are herein referred to as the “Company Financial Statements” and the related statements balance sheet of operations and members’ equity for the fiscal years then ended (collectivelyCompany as of April 30, 2011 is herein referred to as the “Audited Company Balance Sheet”. Each of the Company Financial Statements (including, in each case, any related notes thereto): (i) was prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) as in effect on the date of such Company Financial Statements (or such other date as may be reflected in such Company Financial Statements), in each case applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material); and (ii) fairly presented, in all material respects, the interim balance sheet consolidated financial position of the Company and the Company Subsidiaries as of September 30, 2007 (at the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the relevant respective dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects)indicated, and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the books and records of the Company and the Company Subsidiaries (which books except as may be indicated in the notes thereto or, in the case of any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and records may be subject to potential year-end adjustments that are correct not expected, either individually or in the aggregate, to be material). No financial statements of any Person other than the Company and complete the Company Subsidiaries actually included in all the Company Financial Statements are required by GAAP to be included in the Company Financial Statements. Except as required by GAAP, the Company has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material respectschange in its accounting methods, practices or policies in effect on such last day of its most recently ended fiscal year. The Company has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in all material respectsan adjustment to, or any restatement of, the Company Financial Statements. No current or former independent auditor for the Company has resigned or been dismissed from such capacity as a result of or in connection with any disagreement with the Company on a matter of accounting practices.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Synageva Biopharma Corp.), Agreement and Plan of Merger (Trimeris Inc)

Company Financial Statements. Section 4.6(a(a) Each of the Company Disclosure Schedule sets forth (i) the consolidated audited balance sheets financial statements of the Company and its Subsidiaries (including the notes thereto) filed in or incorporated by reference into the Company Subsidiaries SEC Reports complied, at the time it was so filed or incorporated, as of December 31, 2005 and December 31, 2006, and the related statements of operations and members’ equity for the fiscal years then ended (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods to form in all material respects), resects with the applicable accounting requirements and for such periods the results of operations published rules and regulations of the Company and the Company Subsidiaries are correct and complete in all material respectsSEC with respect thereto, and are consistent with were prepared from the books and records of the Company in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations, stockholders’ equity and cash flows, on a consolidated basis, for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). The Company Subsidiaries (which Balance Sheet was prepared from the books and records are correct of the Company in accordance with GAAP consistently applied during the periods and complete at the dates involved (except as may be indicated in the notes thereto), and fairly presents in all material respectsrespects the consolidated financial position of the Company and its Subsidiaries as of AGREEMENT AND PLAN OF MERGER the date thereof. The Company Interim Balance Sheet was prepared by the Company’s management from the books and records of the Company in accordance with GAAP consistently applied (except as may be indicated in the notes thereto and subject to normal year-end adjustments) and fairly presents in all material respectsrespects the consolidated financial position of the Company and its Subsidiaries as of the date thereof; provided, however, that the Company Interim Balance Sheet: (i) does not contain footnotes; (ii) is subject to normal non-recurring end-of-period adjustments; (iii) is unaudited, unreviewed and uncompiled; and (iv) does not include or contemplate adjustments that would or might reasonably be expected to arise upon a formal closing of the Company’s books and records as of the end of a scheduled financial reporting period, consistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Williams Controls Inc)

Company Financial Statements. Section 4.6(a) of the The Company Disclosure Schedule sets forth (i) the consolidated has delivered to Parent its audited balance sheets of the Company and the Company Subsidiaries as of December 31sheets, 2005 and December 31, 2006, and the related statements of operations and members’ equity statements of cash flows for the fiscal years then ended December 31, 2000 and 2001, and the unaudited balance sheets, statement of operations and statement of cash flows for the six months ended June 30, 2002 (collectivelythe "Balance Sheet Date"). Each of the balance sheets (including any related notes and schedules) fairly presents in all material respects the financial position of the Company as of its date, and each of the “Audited Financial Statements”)statements of operations and statements of cash flows (including any related notes and schedules) fairly presents in all material respects the results of operations and cash flows, as the case may be, of the Company for the periods set forth therein (subject in the case of unaudited statements to normal year end adjustments) (i) in the case of the audited financial statements, in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis, and (ii) in the interim balance sheet case of the Company and the Company Subsidiaries as of September 30unaudited financial statements, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject to, in except the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations required footnote disclosures). All of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods adjustments necessary to convert in all material respects), and for such respects the audited financial statements into GAAP have been recorded in the appropriate periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with on the books and records of the Company Company, and after the application of such adjustments all the financial statements referred to in this Section have been prepared on a consistent basis. There has been no material change in the financial position of the Company Subsidiaries since the Balance Sheet Date. Except disclosed in the financial statements or the footnotes thereto and except for liabilities or obligations incurred in connection with this Agreement or any of the other Transaction Agreements, the Company has no liabilities or obligations (which books and records other than to Parent or any of its Affiliates) of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, have had or are correct and complete in all material respects) in all material respectsreasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan (Zenex Telecom Inc)

Company Financial Statements. Section 4.6(a(a) The consolidated financial statements of the Company for the years ended December 31, 2001, December 31, 2002 and December 31, 2003, and for the nine (9) month period ended September 30, 2004 (including, in each case, any related notes thereto) as described in Part 2.5(a) of the Company Disclosure Schedule sets forth (ithe "Company Financials"), were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, except for the absence of footnotes) and fairly presented the consolidated audited balance sheets financial position of the Company and its subsidiaries as at the respective dates thereof and the consolidated results of the Company's operations and cash flows for the periods indicated, except that the unaudited interim financial statements may not contain all the footnotes required by GAAP for audited statements, and were or are subject to normal and recurring year-end adjustments that the Company Subsidiaries as of December 31does not expect to be material, 2005 and December 31, 2006, and individually or in the related statements of operations and members’ equity for the fiscal years then ended (collectively, the “Audited Financial Statements”), and (ii) the interim aggregate. The balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 (2004 is hereinafter referred to as the "Company Balance Sheet,” ." Neither the Company nor any of its subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) that are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company and such dateits subsidiaries taken as a whole, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity except for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively liabilities (collectively with i) reflected on the Company Balance Sheet, (ii) incurred since the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by date of the Company’s independent certified public accounting firm Company Balance Sheet in accordance the ordinary course of business consistent with Statement of Auditing Standards 100, and past practices or (iii) the interim unaudited and unreviewed statements of operations of that are not required to be reflected in the Company Balance Sheet under GAAP and are described on the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the books and records of the Company and the Company Subsidiaries (which books and records are correct and complete in all material respects) in all material respectsDisclosure Schedule.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)

Company Financial Statements. Section 4.6(aEach of the consolidated financial statements (including, in each case, the notes thereto) of the Company Disclosure Schedule sets forth (i) the consolidated audited balance sheets of included in or incorporated by reference into the Company and the Company Subsidiaries as of December 31, 2005 and December 31, 2006, and the related statements of operations and members’ equity for the fiscal years then ended SEC Documents (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were , when filed, complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, have been prepared in all material respects in accordance with GAAP generally accepted accounting principles as applied in the United States (subject to“GAAP”) (except, in the case of Interim Financial Statements and unaudited quarterly statements, as permitted by Form 10-Q of the Internal Financials, the absence of notes and normal recurring year–end adjustmentsSEC) applied on a consistent basis during the periods involved (except as may be indicated in a manner consistent with the Company’s past practices notes thereto) and fairly present in all material respects the consolidated financial condition and results of operations position of the Company and the Company its consolidated Subsidiaries as of the relevant dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby then ended (except for subject, in the Internal Financials which fairly present case of unaudited quarterly statements, to normal year-end adjustments which, individually or in the results of operations for the relevant periods in all material respectsaggregate, would not be material), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the . The books and records of the Company and the Company its Subsidiaries (which books and records are correct and complete have been maintained in all material respectsrespects to support the preparation of the Company Financial Statements in accordance with GAAP. None of the Company or any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations (a) that were incurred after December 31, 2010 in all the ordinary course of business consistent with past practice, (b) that were set forth on the Company’s consolidated balance sheet as of December 31, 2010 included in the Company Financial Statements in the Company SEC Documents prior to the date hereof or (c) that were not material respectsto the Company or its Subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Inhibitex, Inc.)

Company Financial Statements. Section 4.6(a) of the Company Disclosure Schedule sets forth (i) the consolidated The Company’s audited balance sheets of the Company financial statements as at and the Company Subsidiaries as of December 31, 2005 and December 31, 2006, and the related statements of operations and members’ equity for the fiscal years then ended December 31, 2008, 2007 and 2006 (collectively, including the notes thereto and related management’s discussion and analysis (Audited Financial StatementsMD&A”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries Company’s unaudited financial statements as of September 30, 2007 (the “Company Balance Sheet,” at and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods months ended September 30, 2006 2009 (including the notes thereto and September 30, 2007, respectively related MD&A) (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statementscollectively, the “Company Financial Statements”). The ) and all financial statements of the Company Financial Statements and its subsidiaries included or incorporated by reference in information circulars, forms, reports, statements, prospectuses and other documents filed under Securities Laws since January 1, 2008 were prepared in accordance with GAAP consistently applied (subject toexcept (i) as otherwise indicated in such financial statements and the notes thereto or, in the case of Interim Financial Statements and audited statements, in the Internal Financials, the absence related report of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices independent auditors, or (ii) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects the consolidated financial condition and position, results of operations and cashflows and surplus or deficit and changes in financial position of the Company and the Company Subsidiaries its subsidiaries, as applicable, as of the relevant dates thereof and for the periods covered thereby indicated therein (except for subject, in the Internal Financials which fairly present the results case of operations for the relevant periods any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by GAAP in respect of all material respects)contingent liabilities, and for such periods the results of operations if any, of the Company and its subsidiaries on a consolidated basis. Since January 1, 2008, there has been no material change in the Company’s or its subsidiaries’ financial accounting policies, methods or practices except as described in the notes to the Company Subsidiaries are correct and complete Financial Statements. Except as set forth in all material respects, and are consistent with the books and records Schedule (j) of the Company and Disclosure Letter, since January 1, 2008, there has not been any write-down by the Company Subsidiaries (which books and records are correct and complete in all material respects) in all material respectsor any of its subsidiaries of any of the assets of the Company or any of its subsidiaries.

Appears in 1 contract

Samples: Arrangement Agreement (Federal Signal Corp /De/)

Company Financial Statements. Section 4.6(a) of the The Company Disclosure Schedule sets forth has delivered to Interwoven as ---------------------------- Exhibit E: (i) the Company's unaudited consolidated audited balance sheets of (as reviewed --------- by the Company and the Company Subsidiaries Company's accountants) as of December 31, 2005 1997 and 1998 and the Company's unaudited consolidated statements of income, statements of cash flows and statements of stockholders' equity for each of the years ended December 31, 2006, 1997 and the related statements of operations and members’ equity for the fiscal years then ended (collectively, the “Audited Financial Statements”)1998, and (ii) the interim Company's unaudited consolidated balance sheet as of March 31, 1999 (the "Balance Sheet"), and the Company's unaudited consolidated statement of operations for the three (3) month period ended March 31, 1999 (all such financial statements of the Company and the Company Subsidiaries notes thereto are hereinafter collectively referred to as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “"Company Financial Statements"). The Company Financial Statements were prepared (a) are derived from and in accordance with GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the books and records of the Company, (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified and (c) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods. the Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) those shown on the Balance Sheet, and (ii) those that may have been incurred after March 31, 1999, the date of the Balance Sheet (the "Balance Sheet Date") in the ordinary course of the Company's business consistent with its past practice, and that are not material in amount, either individually or collectively. All reserves established by the Company and set forth in the Company Subsidiaries Balance Sheet are reasonably adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which books and records are correct and complete not adequately provided for in all material respects) in all material respectsthe Balance Sheet as required by said Statement No. 5.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Interwoven Inc)

Company Financial Statements. Section 4.6(a) Schedule 3.9 of the Company Disclosure Schedule sets forth (i) Letter includes the consolidated audited balance sheets of the Company and the Company Subsidiaries as of December 31, 2005 and December 31, 2006, and the related statements of operations and members’ equity for the fiscal years then ended (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared Statements: (a) are derived from and are in accordance with GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the books and records of the Company and the Company Subsidiaries Company, (which books and records are correct and complete b) fairly present in all material respectsrespects the financial condition of the Acquired Companies at the dates therein indicated and the results of operations and cash flows of the Acquired Companies for the periods therein specified, and (c) have been prepared in all accordance with GAAP, applied on a basis consistent with prior periods (except that the unaudited Company Financial Statements do not have notes and are subject to normal recurring year-end adjustments, the effect of which are not, individually or in the aggregate, material respectsto the Company). The Acquired Companies have no Liabilities, except for (i) those shown on the Company Balance Sheet, (ii) those that were incurred after the Balance Sheet Date in the Ordinary Course of Business, (iii) Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement that have been or will be taken into account in the calculation of Transaction Fees, and (iv) are executory obligations under Contracts that have not arisen from a breach thereof or default thereunder. The Liabilities referred to in clause (ii) of this Section 3.9 are not, individually or in the aggregate, material to the Acquired Companies taken as a whole. All reserves established by the Acquired Companies that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP and are adequate. None of the Acquired Companies has any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated by the SEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Vonage Holdings Corp)

Company Financial Statements. Section 4.6(a(a) of The Company has delivered to Acquirer its consolidated financial statements for the Company Disclosure Schedule sets forth (i) the consolidated audited balance sheets of the Company and the Company Subsidiaries as of two fiscal years ended December 31, 2005 2013 and December 31, 20062014, and interim financial statements as of the Balance Sheet Date and the related financial statements for the nine months then ended (including, in each case, balance sheets, statements of operations and members’ equity for the fiscal years then ended statements of cash flows) (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim are included as Schedule 2.4(a) of the Disclosure Schedule. The Financial Statements have been reviewed by the Company’s independent certified public accounting firm (i) are derived from and in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the books and records of the Company and the Company Subsidiaries Company, (which books and records are correct and complete ii) complied as to form in all material respectsrespects with applicable accounting requirements with respect thereto as of their respective dates, (iii) have been prepared in accordance with generally accepted accounting principles as applied by the Company on a consistent basis (the “Company Accounting Principles”) (except that the unaudited Financial Statements do not contain footnotes) throughout the periods indicated and consistent with each other, and (iv) fairly 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 will be material in amount). The Company does not have any Liabilities of any nature other than (A) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of September 30, 2015 (the “Balance Sheet”), (B) those incurred in the conduct of the Company’s business since September 30, 2015 (the “Balance Sheet Date”) in all the ordinary course of business consistent with past practice that are of the type that ordinarily recur and, individually or in the aggregate, are not material respectsin nature or amount and do not result from any breach of Contract, tort or violation of law and (C) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements, the Company has no off-balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by the Company. All reserves that are set forth in or reflected in the Balance Sheet have been established in accordance with the Company Accounting Principles consistently applied.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sigma Designs Inc)

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Company Financial Statements. Section 4.6(aThe Company has delivered to the Purchasers (collectively, the “Company Financial Statements”) of the Company Disclosure Schedule sets forth (i) complete and correct copies of the audited consolidated audited balance sheets of the Company and the Company its Subsidiaries as of December 31, 2005 2001 and December 31, 2006, 2002 and the related statements of operations and members’ equity for the fiscal years then ended (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related audited consolidated statements of operations, stockholders’ equity and cash flows and members’ equity for the nine month fiscal periods ended September 30years then ended, 2006 and September 30including the footnotes thereto, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed certified by the Company’s independent certified public accounting firm in accordance with Statement accountants and complete drafts of Auditing Standards 100such financial statements as of and for the year ended December 31, 2003 and (iiiii) complete and correct copies of the interim unaudited and unreviewed statements of operations consolidated balance sheets of the Company and its Subsidiaries as of January 31, 2004 and 2003 and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows for the month then ended. Each of the consolidated balance sheets contained in the Company Financial Statements fairly presents the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of operations, stockholders’ equity and cash flows included in the Company Financial Statements fairly presents the consolidated results of operations and income, retained earnings and stockholders’ equity or cash flows, as the case may be, of the Company and its Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 periods to which they relate (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject tosubject, in the case of Interim Financial Statements any unaudited interim financial statements, to normal year-end adjustments that will not be material in amount or effect), in each case in accordance with GAAP applied on a consistent basis during the periods involved, except as noted therein and subject to the Internal Financials, lack of footnotes for interim financial statements. All projections provided by the absence of notes and normal recurring year–end adjustments) applied Company to the Purchasers in a manner consistent connection with the Company’s past practices and fairly present the consolidated financial condition and results of operations Transactions have been prepared in good faith based on assumptions believed by management of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the books and records of the Company and the Company Subsidiaries (which books and records are correct and complete in all material respects) in all material respectsto be reasonable.

Appears in 1 contract

Samples: Purchase Agreement (Iowa Telecommunications Services Inc)

Company Financial Statements. Section 4.6(a) of the The Company Disclosure Schedule sets forth has made available to Parent (ia) the audited consolidated audited balance sheets of the Company and the Company Subsidiaries its Subsidiaries, as of each of December 31, 2005 2014 and December 31, 2006, 2015 and the related audited consolidated statements of operations operations, comprehensive income (loss), stockholders' equity and members’ equity cash flows for the fiscal years each twelve month period then ended (collectively, the "Audited Financial Statements"), and (iib) the interim unaudited consolidated balance sheet sheets of the Company and the Company Subsidiaries its Subsidiaries, as of September June 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), 2016 and the related unaudited consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash flows and members’ equity for the nine six month fiscal periods period then ended September 30(the "Unaudited Financial Statements" and togetherwith all of the foregoing financial statements, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheetincluding any notes thereto, the “Interim "Financial Statements"), which Interim . The Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject to, in the case of Interim United States consistently applied throughout the periods indicated (except as indicatedin any notes thereto and that the unaudited Financial Statements do not contain notes thereto otherwise required by GAAP and are subject to year-end audit adjustments, which are not expected to be individually or in the Internal Financialsaggregate, the absence of notes and normal recurring year–end adjustments) applied material). The Financial Statements present fairly in a manner consistent with the Company’s past practices and fairly present all material respects the consolidated financial condition positions, cash flows and results of operations of the Company and the Company its Subsidiaries as of the relevant respective dates thereof indicated thereon and for the periods covered thereby (except for the Internal Financials which fairly present the consolidated operating results of operations for the relevant periods in all material respects), and for such periods the results of operations of the Company and its Subsidiaries during the Company Subsidiaries are correct periods indicated therein, in each case in accordance with GAAP and complete subject in all material respects, and are consistent with the books and records case of the Company and the Company Subsidiaries unaudited Financial Statements to year-end audit adjustments (which books and records are correct and complete not expected to be, individually or in all material respects) in all material respectsthe aggregate, material). The Company's balance sheet as of June 30, 2016 is referred to hereinafter as the "Current Balance Sheet."

Appears in 1 contract

Samples: Agreement and Plan of Merger

Company Financial Statements. Except as set forth in Section 4.6(a4(m) of the Company Disclosure Schedule sets forth (i) Schedule, each of the consolidated audited balance sheets of financial statements (including, in each case, any notes thereto) contained in the Company and the Company Subsidiaries as of December 31, 2005 and December 31, 2006, and the related statements of operations and members’ equity for the fiscal years then ended SEC Reports (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were ) was prepared in accordance with GAAP United States generally accepted accounting principles (subject to“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of Interim Financial Statements unaudited statements, to normal and recurring year‑end adjustments which are not, in the Internal Financialsaggregate, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition and results of operations of the material to Company and the Company Subsidiaries its Subsidiaries, taken as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respectsa whole), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the . The books and records of the Company and each of its Subsidiaries (i) are and have been properly prepared and maintained in form and substance adequate for preparing audited consolidated financial statements, in accordance with GAAP or SAP, as applicable, consistently applied and any other accounting requirements and applicable Law, in each case, applicable to the Company or such Subsidiary, (ii) reflect only actual transactions, and (iii) fairly reflect all assets and Liabilities of the Company and each of its Subsidiaries and all contracts and other transactions to which the Company or any of its Subsidiaries is or was a party or by which the Company or any of its Subsidiaries or any of their respective businesses or assets is or was affected. Except as set forth on Section 4(m) of the Disclosure Schedule, the Company and its Subsidiaries have no Liabilities of any kind, whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or unliquidated, or due or to become due, other than (i) Liabilities that are reflected, reserved for, or disclosed in the Company Financial Statements, (ii) Liabilities incurred in the Ordinary Course of Business since the date of the Company Financial Statements (none of which books and records relates to a breach of contract, breach of warranty, tort, infringement, violation of applicable Law or any litigation), including Liabilities under contracts not yet fully performed for which the Company or any of its Subsidiaries is not in breach, (iii) Liabilities that are correct and complete not in all material respectsexcess of $250,000 in the aggregate, or (iv) in all material respectsLiabilities between or among any of the Company and/or any of its Subsidiaries.

Appears in 1 contract

Samples: Securities Purchase Agreement (Midwest Holding Inc.)

Company Financial Statements. Section 4.6(aCompany has delivered to Parent (a) of the Company Disclosure Schedule sets forth (i) the consolidated audited its unaudited balance sheets of the Company and the Company Subsidiaries sheet as of December 31, 2005 2000 and its unaudited income statement and statement of cash flows for the year then ended, (b) its audited balance sheets as of December 31, 20061998 and 1999, and the related its audited income statements and statements of operations and members’ equity cash flows for the fiscal years then ended, and (c) its unaudited balance sheets as of March 31, 2001 and April 30, 2001 and its unaudited income statements and statements of cash flows for the three month period ended March 31, 2001 and the one month period ended April 30, 2001 (collectively, the “Audited Financial Statements”"FINANCIAL STATEMENTS"), and (ii) the interim balance sheet a copy of the Company and the Company Subsidiaries each of which is included as of September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim SCHEDULE 2.7. The Financial Statements have been reviewed by the Company’s independent certified public accounting firm (a) are in accordance with Statement the books and records of Auditing Standards 100, Company and (iiib) fairly and accurately represent the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were prepared in accordance with GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied in a manner consistent with the Company’s past practices and fairly present the consolidated financial condition of Company at the respective dates specified therein and results of operations of the Company and the Company Subsidiaries as of the relevant dates thereof and for the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant respective periods specified therein in all accordance with generally accepted accounting principles ("GAAP") consistently applied and in accordance with the past practices of Company, except that the financial statements for the three-month period ended March 31, 2001 and the one-month period ended April 30, 2001 do not contain notes and are subject to normal recurring adjustments which are not material respectsin amount. Company has no debt or liability of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) those set forth in the Financial Statements, (ii) those incurred in the ordinary course of Company's business, consistent with past practice that are not individually material in amount and do not result from any breach of contract, tort or violation of law, provided that if such debt, liability or obligation was incurred before April 30, 2001 (the "BALANCE SHEET DATE"), it is not required under GAAP to be set forth in the Financial Statements, (iii) accruals of expenses, accounts payable and for purchase orders arising in the ordinary course of Company's business since the Balance Sheet Date to the extent such periods the results of operations accruals are of the same nature and not materially greater in amount than those accruals incurred according to Company's past practice during comparable periods, and (iv) liabilities incurred pursuant to this Agreement or in connection with the transactions contemplated hereby or with the prior written consent of Parent, and except as disclosed anywhere in the Company Disclosure Letter to the extent it is reasonably evident that such disclosure qualifies this representation. There has been no change in Company's accounting policies other than as specifically described in the notes to the Financial Statements. Notwithstanding the foregoing, (i) after the Closing, Company shall be entitled to deliver a SCHEDULE 2.7.1 containing audited financial statements for December 31, 2000 (and the Company Subsidiaries are correct year then ended), together with corresponding changes to Company's unaudited financial statements for March 31, 2001 and complete April 30, 2001 (and the three and one month periods then ended) and (ii) to the extent such updated financial statements differ from the corresponding financial statements included in all material respects, and are consistent with the books and records SCHEDULE 2.7 as of the Company date of this Agreement as to inventory reserves and accounts and amounts necessarily affected by changes in inventory reserves (collectively, the "INVENTORY RESERVE CHANGES"), then such updated financial statements, with respect to the Inventory Reserve Changes only, will supersede and replace the corresponding financial statements included in SCHEDULE 2.7 as of the date of this Agreement and be deemed "Financial Statements" hereunder for purposes of the foregoing representations and warranties in this Section 2.7 and the Company Subsidiaries (which books and records are correct and complete in all material respects) in all material respectsother provisions of this Agreement.

Appears in 1 contract

Samples: Escrow Agreement (Silicon Image Inc)

Company Financial Statements. Section 4.6(a) of Company’s audited consolidated financial statements for the Company Disclosure Schedule sets forth (i) the consolidated audited balance sheets of the Company and the Company Subsidiaries as of fiscal year ending December 31, 2005 2003 and December unaudited consolidated interim financial statements for the quarter ending March 31, 2006, and the related statements of operations and members’ equity for the fiscal years then ended (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of 2004 contained in the Company SEC Filings (in each case including any related notes and the Company Subsidiaries as of September 30, 2007 schedules) (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related statements of operations, cash flows and members’ equity for the nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) the interim unaudited and unreviewed statements of operations of the Company and the Company Subsidiaries for the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statementstogether, the “Company Financial Statements”). The Company Financial Statements were ) have been prepared in accordance with GAAP applied on a consistent basis (subject toexcept as may be indicated in the notes thereto and subject, in the case of Interim Financial Statements quarterly financial statements, to normal and the Internal Financials, the absence of notes and normal recurring year-end adjustments) applied in a manner consistent with the Company’s past practices and fairly present and the financial statements to be filed by Company after the date of this Agreement and prior to the Closing will fairly present, in conformity with U.S. generally accepted accounting practices (“GAAP”) applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial condition and results position of operations of the Company and the Company its consolidated Subsidiaries as of the relevant dates date thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of Company and its consolidated Subsidiaries for the periods covered thereby presented therein (except for subject to normal year-end adjustments and the Internal Financials which fairly present absence of financial footnotes in the results case of operations for any unaudited interim financial statements). Each of the relevant periods in all material respects)Company’s Financial Statements complies, and for such periods the results financial statements to be filed by Company after the date of operations this Agreement and prior to the Closing will comply, with applicable accounting requirements and with the published rules and regulations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent SEC with the respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable accounting and legal requirements and reflect only actual transactions. There are no off-balance sheet structures or transactions with respect to Company or any of its Subsidiaries that would be required to be reported or set forth in the Company Subsidiaries (which books and records are correct and complete in all material respects) in all material respectsSEC Filings.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tetra Technologies Inc)

Company Financial Statements. Section 4.6(a(a) SECTION 2.7 of the Company Disclosure Schedule sets forth the Company's (i) the consolidated audited balance sheets sheet as of the Company December 31, 2003 and the Company Subsidiaries related audited statements of income, cash flow and stockholders' equity for the twelve (12) month period then ended, (ii) audited balance sheet as of December 31, 2004 and the related audited statements of income, cash flow and stockholders' equity for the twelve (12) month period then ended, (iii) audited balance sheet as of December 31, 2005 and the related audited statements of income, cash flow and stockholders' equity for the twelve (12) month period then ended (the financial statements referred to in clauses (i), (ii) and (iii) collectively, the "YEAR-END FINANCIALS") and (iv) unaudited balance sheet as of December 31, 2006, and the related statements of operations and members’ equity for the fiscal years then ended (collectively, the “Audited Financial Statements”), and (ii) the interim balance sheet of the Company and the Company Subsidiaries as of September 30, 2007 2006 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”"BALANCE SHEET DATE"), and the related statements unaudited statement of operationsincome, cash flows flow and members’ stockholders' equity for the nine twelve month fiscal periods period then ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim Financial Statements”"INTERIM FINANCIALS"), which Interim Financial Statements . The Year-End Financials have been reviewed by the Company’s independent certified public accounting firm prepared in accordance with Statement of Auditing Standards 100, Regulation S-X promulgated under the Exchange Act ("REGULATION S-X") and (iii) meet the interim unaudited and unreviewed statements of operations of requirements for inclusion in a registration statement to be filed with the Company SEC. The Year-End Financials and the Company Subsidiaries for Interim Financials (collectively referred to as the ten month fiscal period ended October 31, 2007 and the eleven month fiscal period ended November 30, 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim Financial Statements, the “Company Financial Statements”). The Company Financial Statements were "FINANCIALS") have been prepared in accordance with GAAP (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP) consistently applied on a consistent basis throughout the periods indicated and consistent with each other (except as may be indicated in the notes thereto). The Financials fairly present in all material respects the Company's financial condition, results of operations and cash flows as of the dates and during the periods indicated therein, subject to, in the case of the Interim Financial Statements and the Internal Financials, the absence of notes and Financials to normal recurring year-end adjustments) applied , which are not material in a manner consistent with amount or significance in any individual case or in the aggregate. The Company’s past practices and fairly present the 's unaudited consolidated financial condition and results of operations of the Company and the Company Subsidiaries balance sheet as of the relevant dates thereof and for Balance Sheet Date is referred to hereinafter as the periods covered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects), and for such periods the results of operations of the Company and the Company Subsidiaries are correct and complete in all material respects, and are consistent with the books and records of the Company and the Company Subsidiaries (which books and records are correct and complete in all material respects) in all material respects"CURRENT BALANCE SHEET."

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

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