Disclosure; Financial Statements Sample Clauses
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Disclosure; Financial Statements. (a) No representation or warranty of any Seller or NPS Entity contained in any Transaction Document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. There are no facts known to Sellers (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in the other Transaction Documents.
(b) Sellers have delivered to Buyer a true and complete copy of the reviewed consolidated and consolidating financial statements for the years ended December 31, 2003 and 2002, with footnotes, of the NPS Entities (the “Unaudited Financial Statements”), the unaudited interim consolidated and consolidating financial statements for the four (4) month period ended April 30, 2004, with unaudited footnotes, of the NPS Entities (the “Interim Financial Statements” and, together with the Unaudited Financial Statements, the “Financial Statements”). The Financial Statements (i) are in accord with the books and records of the NPS Entity to which they relate, (ii) for the year ended December 31, 2003 and the four-month period ended April 30, 2004 have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied, subject, in the case of Financial Statements for interim periods, to normal, recurring year-end adjustments and the lack of all required footnotes, and (iii) fairly present in all material respects the financial condition, changes in stockholder equity, results of operations and cash flows on a consolidated basis of the NPS Entity to which they relate as of the respective dates and for the respective periods indicated therein. Each NPS Entity maintains accounting methods, practices and procedures and accounting systems and controls that permit financial statements to be prepared in accordance with GAAP. The books and records of each NPS Entity are in all material respects correct and complete, are maintained in accordance with good business practice and all applicable Law, and accurately present and reflect in all material respects all of the transactions that are or should be therein described.
Disclosure; Financial Statements. (a) The SEC Reports, as of their date of filing, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the cir cumstances under which they were made, not misleading.
(b) The consolidated balance sheets of Borrower and its consolidated Subsidiaries and the related consolidated statements of operations, changes in shareholders' equity and cash flows contained in the SEC Reports, present fairly the Draft -- February 17, 1999 financial condition of the Borrower and its Subsidiaries as at the dates thereof, and the consolidated results of its operations, changes in shareholders, equity and cash flows for the periods presented therein in accordance with generally accepted accounting principles consistently applied. There has been no material adverse change in the business, operations, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole from that reflected on the most recent consolidated balance sheet of the Borrower and its subsidiaries contained in the SEC Reports, except as disclosed in Schedule 4.11 to the Disclosure Letter.
Disclosure; Financial Statements. (a) The Company has delivered or made available to you prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company and PNM with the SEC since December 31, 2002 through August 5, 2004 (as such documents have since the time of their filing been amended or supplemented, the “Company SEC Reports”), which are all the documents (other than preliminary material) that the Company and its Subsidiaries were required to file with the SEC since December 31, 2002. As of their respective dates, the Company SEC Reports (including all financial statement and schedules included therein) (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
(b) The audited consolidated financial statements and unaudited interim consolidated financial statements of the Company that are included in the Company SEC Reports (the “Financial Statements”) have been prepared in accordance with GAAP consistently applied (except as may be indicated therein or in the notes thereto and except that with respect to unaudited statements to the extent permitted by Form 10-Q under the Exchange Act) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole)) in all material respects the financial condition, results of operation and cash flows of the applicable reporting company of, and for, the reporting period therein presented. Except as disclosed in the Company SEC Reports, neither the Company nor any of its Material Subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), except (i) liabilities provided for in the Financial Statements (other than liabilities which, in accordance with GAAP, need not be disclosed), (ii) liabilities (including accounts payable) incurred since the date of th...
Disclosure; Financial Statements. All information and reports furnished to the Lender by Holdings or the Borrower do not contain any material misstatement of fact; nor do they omit a material fact to make any statement therein contained misleading. The financial statements dated August 31, 2005 of Borrower and Holdings, respectively, are substantially correct and complete in all material respects and have been prepared in accordance with GAAP, consistently applied. Since the date thereof, there has occurred no change which has had, or could reasonably be expected to have, a Material Adverse Effect.