Financial Condition of Buyer. Exhibit G contains a true, complete, ---------------------------- and correct copy of the Buyer's Annual Report on Form 10-KSB as filed with the United States Securities and Exchange Commission (the "SEC") including Buyer's Statements of Financial Condition ("Balance Sheet") as of December 31, 1995 ("Balance Sheet Date") and its statements of income and Statement of Cash Flows for the twelve months ended December 31, 1995, hereinafter collectively referred to as the "Buyer's Financial Statements." The Buyer's Financial Statements are: (i) statements prepared from the books and records of the Buyer and audited by its independent certified public accountants; (ii) prepared substantially in accordance with the same accounting methods, practices, and principles utilized in connection with the preparation of the last three annual prior financial statements issued by the Buyer; (iii) set forth fairly and completely the financial position and the results of operations of the Buyer at the relevant dates thereof and for the period covered thereby, (iv) contains and reflects all necessary material adjustments for a fair and complete presentation of the Buyer's financial position and the results of operations for the periods covered by the Buyer's Financial Statement; (v) contain and reflect all material liabilities, realized or unrealized, contingent or not contingent, to which the Buyer is liable, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the balance sheet date; and (vi) the reserves reflected in the Buyer's Financial Statement are in the opinion of management adequate, appropriate, and reasonable.
Financial Condition of Buyer. Buyer has provided to the Company a complete and correct copy of the audited consolidated balance sheet of Buyer and its Subsidiaries (the ‘‘Buyer Balance Sheet”) as of December 31, 2009 (the “Buyer Balance Sheet Date”) and the audited consolidated statements of income and changes in shareholders’ equity and cash flows or equivalent statements of Buyer and its Subsidiaries for each of the years in the three-year period ended December 31, 2009 (together with the Buyer Balance Sheet, the “2009 Buyer Financial Statements”). The Buyer Balance Sheet fairly presents the financial position of the entity or entities to which such balance sheet relates as of its date; and each statement of income and changes in shareholders’ equity and cash flows or equivalent statements in the 2009 Buyer Financial Statements fairly present the results of operations, changes in shareholders’ equity and changes in cash flows, as the case may be, of the entity or entities to which such statement relates for the periods to which it relates, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.
Financial Condition of Buyer. Guarantor further represents and warrants to Sellers that it has read and understands the terms and conditions of any of the Purchase Documents and the Promissory Note. Guarantor hereby covenants that it will continue to keep itself informed of each of Buyer’s financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Guaranteed Obligations.
Financial Condition of Buyer. Guarantor is presently informed of the financial condition of TWC and agrees that it will continue to keep itself informed about that condition. Sprint is not obligated to disclose any information, financial or otherwise, it now has, or may becomes aware of in the future, to Guarantor regarding TWC.
Financial Condition of Buyer. Buyer has provided to Seller (a) a copy of the audited financial statement of Buyer for the last fiscal year of Buyer (ending more than 90 days prior to the Closing Date) which is certified by the chief financial officer of Buyer to be a true and complete copy of the same and (b) the quarterly financial statement of Buyer for the most recently ended fiscal quarter as prepared by Buyer and certified by the chief financial officer of Buyer to be a true and complete copy of the same.
Financial Condition of Buyer. Buyer has provided to the Company and Company Bank complete and correct copies of the audited financial statements of Buyer and its Subsidiaries for the fiscal year ended December 31, 2007. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present, in accordance with applicable requirements of GAAP, the financial position of Buyer and its Subsidiaries as of the date thereof and the consolidated statements of income and the consolidated statements of cash flows of Buyer and its Subsidiaries for the periods presented therein.
Financial Condition of Buyer. Buyer has unrestricted cash on hand greater than the full Purchase Price and as needed to consummate the Contemplated Transactions. Buyer is not aware of any facts or circumstances that could cause it to believe that Buyer will not, on the Closing Date, have unrestricted cash on hand greater than the full Purchase Price and as needed to consummate the Contemplated Transactions.
Financial Condition of Buyer. EXHIBIT E contains the annual ---------------------------- report Form 10-K-SB, which contains a true, complete and correct copy of Buyer's consolidated Statement of Financial Condition, including all subsidiaries, as of December 31, 1995 and its consolidated statement of income and Statement of Cash Flows, including all subsidiaries for the twelve months ended December 31, 1995 (the "Buyer Financial Statement"). The Buyer Financial Statement is: (a) a statement prepared from the books and records of the Buyer and reviewed by its independent certified public accountants, (b) prepared substantially in accordance with the same accounting methods, practices and principles utilized in connection with the preparation of the last three annual prior financial statements issued by the Buyer, (c) sets forth fairly and completely the consolidated financial position and the results of operations of Buyer as at the relevant dates thereof and for the period covered thereby, (d) contains and reflects all necessary adjustments for a fair and complete presentation of Buyer's consolidated financial position and the results of its operations for the period covered by the Buyer Financial Statement, (e) reflects all liabilities, realized or unrealized, contingent or not contingent to which the Company is liable, except for liabilities and obligations incurred in the ordinary course of business and consistent with past practice since December 31, 1995 and (f) the reserves reflected in the Buyer Financial Statement are adequate, appropriate and reasonable.
Financial Condition of Buyer. As of this date Buyer has no notice or knowledge of anything which might impair the credit standing of Buyer.
Financial Condition of Buyer. West Capital shall have no obligation, and Guarantor waives any duty on the part of West Capital, to disclose or discuss with Guarantor its assessment, or Guarantor's assessment, of the financial condition of Buyer or any matter or fact relating to the business, operations or condition of Buyer. Guarantor has adequate means to obtain information from Buyer on a continuing basis concerning the financial condition of Buyer and its ability to perform its obligations under the Purchase Agreement and the Transaction Documents to which Buyer is a Party, and Guarantor assumes the responsibility for being and keeping informed of the financial condition of Buyer and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.
