Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3 are the balance sheets of USAVE ; (the “Financial Statements”). The Financial Statements were carefully prepared from the books and records of USAVE , and contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of USAVE and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since June 30, 2013 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of USAVE and to the best knowledge, information and belief of USAVE, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. (a) CHP has heretofore furnished Five Arrows with true and correct copies of (i) the audited consolidated balance sheet and the related statements of income and cash flows, including the footnotes thereto, of CHP and CHP's Subsidiaries as of the end of their latest fiscal year ended December 31, 1997 ("Fiscal 1997"), all of which were audited by Coopers & Lxxxxxx L.L.P., and (ii) the unaudited consolidated balance sheet of CHP and CHP's Subsidiaries and the related statements of income and cash flows as of September 30, 1998 prepared by CHP. (The balance sheet of CHP and CHP's Subsidiaries at December 31, 1997 is hereinafter referred to as the "Balance Sheet" and such date is hereinafter referred to as the "Balance Sheet Date"). Such financial statements including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied throughout the periods presented. The Balance Sheet fairly presents the financial condition of CHP and CHP's Subsidiaries at the date thereof and, except as indicated therein, reflects all known or asserted material claims against and all material debts and liabilities of CHP and CHP's Subsidiaries, fixed or contingent, as at the date thereof, and the related statements of income and retained earnings fairly present the results of the operations of CHP and CHP's Subsidiaries and the changes in its financial position for the period indicated each in accordance with GAAP, except as specified therein.
Financial Statements and No Material Changes. Annexed hereto as Schedule 4.3(a) are the unaudited balance sheets, income statements and statements of cash flows of MSSI for the fiscal year ended April 30, 2003 (the "MSSI Financial Statements"). The MSSI Financial Statements were carefully prepared from the books and records of MSSI, present fairly the financial position, assets and liabilities of MSSI and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. The MSSI Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Except as disclosed in Schedule 4.3(b), since December 31, 2002 there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of MSSI and to the best knowledge, information and belief of MSSI, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. The Company has delivered to Cybertec prior to the Closing Date (as defined herein) the unaudited balance sheet of Avatar Ltd. as of June 30, 2000 and the related statements of income, all compiled by management of the Company at June 30, 2000 (the balance sheet and related statements of income of Avatar Ltd. at June 30, 2000 are hereinafter referred to as the "Balance Sheet"). A true and correct copy of the Balance Sheet is attached hereto as Exhibit "F". The Balance Sheet fairly presents the financial condition of Avatar Ltd. at the date thereof and, except as indicated therein, reflects all claims against and all debts and liabilities of Avatar Ltd., fixed or contingent, as at the date thereof as required by generally accepted accounting principles, and the related statement of income fairly presents the results of the operations of Avatar Ltd. and the changes in its financial position for the periods indicated. The Balance Sheet is substantially the same as the financial statements of the Company would have been, on a proforma basis, as of June 30, 2000, assuming that the Reorganization had occurred prior to such date. After the Reorganization, and since June 30, 2000 (the "Balance Sheet Date") to the Closing Date, there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations, of the Company, whether as a result of any legislative or regulatory change known to the Company, revocation known to the Company of any license or rights to do business held by the Company, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations, or prospects, of the Company except in the ordinary course of business; and to the knowledge of the Company, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. Schedule 3.4(A) sets forth (a) the consolidated unaudited balance sheets of WWG and its subsidiaries as at December 31, 2008 and December 31, 2009 (the consolidated unaudited balance sheets of WWG and its subsidiaries as at December 31, 2009, hereinafter referred to as the "Balance Sheet") and the related consolidated unaudited statements of income for the calendar years then ended. Such financial statements have been prepared in accordance with GAAP throughout the periods indicated except as set forth on Schedule 3.4(B). Each balance sheet fairly presents the financial condition of the entity or entities included within such balance sheet, at the respective date thereof, and reflects all claims against and all debts and liabilities of such entities, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP and the related statements of income present the results of operations for the respective period indicated. Except for the transactions consummated pursuant to the Formation and the NT Conveyance Document, since December 31, 2009 (the "Balance Sheet Date"), there has been no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations of WWG or the Company.
Financial Statements and No Material Changes. SSI has provided copies of its audited balance sheets, statement of expense and statements of cash flows as of October 31, 2002, and the unaudited balance sheets, statements of expense and statement of cash flows as of July 31, 2003 (the "SSI Financial Statements"). The SSI Financial Statements were carefully prepared from the books and records of SSI, and contain the footnotes which are required in audited financial statements, present fairly the financial position, assets and liabilities of SSI and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis. The SSI Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. Since July 31, 2003, there has been (a) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of SSI whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (b) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of SSI and to the best knowledge, information and belief of SSI, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. Schedule 3.4(A) sets forth (a) the audited balance sheets of the Company as at December 31, 2000 and December 31, 2001 and the related audited statements of income, retained earnings and cash flows for the calendar years then ended, and (b) the unaudited balance sheet of the Company as at September 30, 2002 and the related unaudited statement of income for the nine months then ended (the unaudited balance sheet of the Company as at September 30, 2002 being referred to herein as the "Balance Sheet"). Such financial statements have been prepared in accordance with GAAP throughout the periods indicated except as set forth on Schedule 3.4(B). Each balance sheet fairly presents the financial condition of the Company at the respective date thereof, and reflects all claims against and all debts and liabilities of the Company, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP and the related statements of income, retained earnings and cash flows fairly present the results of operations, retained earnings and cash flows for the respective period indicated. Except as set forth on Schedule 3.4(C), since September 30, 2002 (the "Balance Sheet Date"), there has been no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations of the Company.
Financial Statements and No Material Changes. The following have previously been provided to the Buyer: (a) the Seller prepared balance sheets of the Seller as at December 31, 2004, and the related audited statements of income for the fiscal year then ended and (b) the Seller prepared balance sheet of the Seller as at March 31, 2005 and the related reviewed statements of income for the three (3) months then ended (the balance sheet of the Seller as at March 31, 2005 being referred to herein as the “Balance Sheet”). Such financial statements have been prepared in accordance with GAAP throughout the periods indicated. Each balance sheet fairly presents the financial condition of the Seller, at the respective date thereof, and reflects all claims against and all debts and liabilities of the Seller, fixed or contingent, as at the respective date thereof, required to be shown thereon under GAAP and the related statements of income fairly present the results of income for the respective period indicated. Since March 31, 2005 (the “Balance Sheet Date”), there has been no material adverse change in the assets or liabilities, or in the Business or condition, financial or otherwise, or in the results of operations of the Seller.
Financial Statements and No Material Changes. Corporation has heretofore furnished Omega with unaudited financial statements dated December 31, 1994, 1995 and 1996, all of which are attached hereto as Schedule 5.5. Such financial statements, including the notes thereto, except as indicated therein, were prepared on a basis consistent with past accounting practices of Corporation and accurately reflect the results of operations for the periods noted therein, The balance sheets of Corporation heretofore delivered (or to be delivered) by Corporation to Omega fairly present the financial condition of Corporation at the respective dates thereof, and except as indicated therein, reflect all claims against and all debts and liabilities of Corporation, fixed or contingent, as of the respective dates thereof. Since December 31, 1996, there has been (i) no material adverse change in the assets or liabilities, financial or otherwise, or in the results of operations of Corporation, and (ii) no fact or condition known to Corporation or Stockholder which exists or is contemplated or threatened which might cause such a change in the future.
Financial Statements and No Material Changes. (a) The Selling Shareholders have heretofore furnished Atlas with the balance sheets of the Company as of October 31, 1998, 1997 and 1996, respectively, and the related consolidated statements of income, and cash flows for the years then ended, the most recent statement certified by as set forth therein, and the unaudited balance sheet of the Company as at April 30, 1999 and the related unaudited draft consolidated statements of income, and cash flows for the 6-months then ended (the consolidated balance sheet of the Company as at April 30, 1999 (the "Balance Sheet Date") is hereinafter referred to as the "Balance Sheet"). To the best of the Selling Shareholders knowledge and belief, such financial statements, including the footnotes thereto, except as indicated therein, have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated.
