Financial Statement; Liabilities. (a) The balance sheet of Precision as of, and the income statement of Precision for the twelve-month period ended on, December 31, 2006, and its balance sheet (the “Most Recent Interim Balance Sheet”) as of, and its income statement for the interim ten-month period ending on, October 31, 2007, (i) are in accordance with the books and records of Precision, (ii) have been prepared in accordance with generally accepted accounting principles and (iii) fairly present, in accordance with generally accepted accounting principles, the assets and liabilities of Precision as of the dates stated and the results of operations of Precision for the periods covered by the statements, subject, in the case of the interim financial statements, to normal recurring year-end adjustments and the absence of notes. Xxxxxxx has been provided accurate and complete copies of such balance sheets and income statements.
Financial Statement; Liabilities. Each legally enforceable debt, liability, and obligation of Seller as to which Seller is not in default on the Closing Date set forth or disclosed in the Sobieski Financial Statements (as defined in Section 5.03 hereof) to the extent such obligations remain unpaid on the Closing Date, including without limitation, the Seller's obligations to the FHLB, and obligations under related pledge and security agreements, other than any obligations with respect to the Excluded Contracts and other than Excluded Liabilities.
Financial Statement; Liabilities. Except as otherwise provided in this Agreement, all Liabilities reflected in the Financial Statements and in the Closing Working Capital Schedule;
Financial Statement; Liabilities. (a) Attached to Schedule 4.5 of the Company Disclosure Schedules are the following financial statements (collectively, including the notes contained therein, the “Company Financial Statements”): (a) the audited balance sheet of the Company and the Company Subsidiary as of December 31, 2014 and as of December 31, 2015 (the “Balance Sheet Date”), and the related audited statements of operations, stockholders’ deficit and cash flows for the Company and the Company Subsidiary for the fiscal years then ended (the “Audited Financial Statements”), (b) the unaudited balance sheet of the Company and the Company Subsidiary as of December 31, 2016, and the related unaudited statements of operations, stockholders’ deficit and cash flows for the Company and the Company Subsidiary for the fiscal year then ended, and (c) the unaudited balance sheet of the Company and the Company Subsidiary as of February 28, 2017 (the “Latest Balance Sheet”; such date, the “Latest Balance Sheet Date”) and the related unaudited statements of operations, stockholders’ deficit and cash flows for the Company and the Company Subsidiary for the twelve-month period then ended (the “Unaudited Financial Statements”) (the Audited Financial Statements and the Unaudited Financial Statements together, including the related notes and schedules thereto, are referred to herein as the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, as in effect on the respective dates of such Financial Statements, during the periods referred to in the Financial Statements, and fairly present in all material respects the financial condition of the Company and the Company Subsidiary as of their respective dates, and the results of operations and cash flows of the Company and the Company Subsidiary for the respective periods indicated therein (subject, in the case of the Unaudited Financial Statements, to normal and recurring year-end adjustments that are not material in amount or nature and the absence of notes).
Financial Statement; Liabilities. (a) Seller has made available to Purchaser copies of the unaudited balance sheet, income statement and statement of cash flows of the Subject Company at and for the years ended April 27, 2003 and April 25, 2004 (the "ANNUAL FINANCIAL STATEMENTS"), and copies of the unaudited balance sheet, income statement and statement of cash flows of the Subject Company at and for the nine months ended March 27, 2005 (the "INTERIM FINANCIAL STATEMENTS" and together with the Annual Financial Statements, the "FINANCIAL STATEMENTS"). The Annual Financial Statements fairly present in all material respects in conformity with GAAP, applied on a consistent basis, the financial condition of the Subject Company at the dates thereof and the results of its operations and changes in financial condition for the periods then ended except that the Annual Financial Statements do not include any financial statement footnotes or schedules. The Interim Financial Statements fairly present in all material respects the financial condition of the Subject Company at the dates thereof and the results of its operations and changes in financial condition for the period then ended, subject to normal recurring year-end adjustments the effect of which will not individually or in the aggregate have a Material Adverse Effect, and except that such financial statements do not include any footnotes or schedules. The Financial Statements are in accordance with the books and records of the Subject Company.
Financial Statement; Liabilities. All Liabilities of any Asset --------------------------------- Sale Subsidiary reflected in the Financial Statements and all similar Liabilities of any Asset Sale Subsidiary incurred, in the ordinary course of business and not in violation of this Agreement, after June 30, 2000 in respect of the Business that would have been reflected in the Financial Statements if in existence on June 30, 2000;
Financial Statement; Liabilities. 11 4.5 Title to Monroe Assets......................................... 12 4.6
Financial Statement; Liabilities. Disclosure Schedule 4.4 attached hereto consists of copies of Monroe's audited Financial Statements as at and for the year ended December 31, 1995, with the report thereon of Xxxx and Xxxxxx, certified public accountants (the "Financial Statements"). The Financial Statements (i) have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with preceding years, (ii) fairly present the financial position of Monroe, and the results of operations as at and for the periods then ended, and (iii) disclose all liabilities and obligations of Monroe as of the date of the balance sheet contained therein, as required by generally accepted accounting principles. Sellers shall provide copies of any other financial reports or statements whether audited or unaudited for periods subsequent to those set forth in the Financial Statements when and as such reports or statements are prepared. Such additional statements and reports shall be considered a part of the Financial Statements. The December 31, 1995 balance sheet of Monroe reflects all of the assets and properties, real and personal, used by Monroe in its business or otherwise held by Monroe, except for (i) assets acquired or disposed of in the ordinary course of business since December 31, 1995; and (ii) assets not required under generally accepted accounting principles to be reflected thereon (collectively, the "Monroe Assets").
Financial Statement; Liabilities. (a) Seller has delivered to Purchaser copies of the unaudited balance sheet and statement of income of the Company at and for (i) the nine months ended September 30, 2002, (b) the quarter ended December 30, 2002, and (iii) the seven months ended July 31, 2003 (the "FINANCIAL STATEMENTS"). The Financial Statements fairly present in conformity with GAAP, applied on a consistent basis, the financial condition of the Company as of their respective dates and the results of its operations and changes in financial condition for the respective periods covered thereby.
Financial Statement; Liabilities. 20 (vii) Target . . . . . . . . . . . . . . . . . . . . . . . . . . 21 (viii) Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 21 (ix) Intercompany Transactions. . . . . . . . . . . . . . . . . 21 (b) Representations and Warranties of the Buyer. . . . . . . . . . . . 22 (i) Organization of the Buyer. . . . . . . . . . . . . . . . . 22 (ii) Authorization of Transaction . . . . . . . . . . . . . . . 22 (iii) Noncontravention . . . . . . . . . . . . . . . . . . . . . 22 (iv) Brokers' Fees. . . . . . . . . . . . . . . . . . . . . . . 23 (v) Investment . . . . . . . . . . . . . . . . . . . . . . . . 23 (vi) Due Diligence. . . . . . . . . . . . . . . . . . . . . . . 23
