Financial Statements and Related Matters. 17 5.7 Absence of Undisclosed Liabilities................................................................................. 17 5.8 Absence of Certain Developments.................................................................................... 18 5.9
Financial Statements and Related Matters. (a) Included with the Seller Disclosure Letter are copies of the Company's and its Subsidiaries': (a) unaudited consolidated balance sheets and statements of income and cash flows for the fiscal years ended December 31, 1995, 1996 and 1997 and (b) the unaudited consolidated balance sheet as of November 30, 1998 (the "Latest Balance Sheet") and the related unaudited statements of income and cash flows for the eleven-month period then ended. Each of the foregoing financial statements (including in all cases the notes thereto, if any) (the "Financial Statements") is accurate and complete to the Knowledge of the Company or Seller and consistent with the Company's and its Subsidiaries' books and records (which, in turn, are accurate and complete to the Knowledge of the Company or Seller). The Financial Statements present, fairly the Company's and its Subsidiaries' financial condition, results of operations and cash flows as of the times and for the periods referred to therein, and have been prepared in accordance with GAAP, consistently followed throughout the periods indicated (except as may be disclosed in the notes thereto), subject in the case of unaudited financial statements to changes resulting from normal year-end adjustments for recurring accruals (which shall not be material individually or in the aggregate) and to the absence of footnote disclosure. Except as to the extent reflected on the Latest Balance Sheet or in the Seller Disclosure Letter, the Company has no liabilities, commitments or obligations of any nature (whether absolute, accrued, contingent or otherwise) other than those incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet. To the Knowledge of the Company or Seller, the books and records of the Company and its Subsidiaries accurately and fairly reflect the transactions and dispositions of assets of the Company and its Subsidiaries. The Company's system of internal accounting controls is sufficient to provide reasonable assurances that transactions are executed in accordance with management's general or specific authorization and that transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets.
Financial Statements and Related Matters. (a) Section 3.04(a) of the Company Disclosure Letter sets forth true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”):
Financial Statements and Related Matters. (a) The Company has furnished Parent and Merger Sub with correct and complete copies of (i) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of October 31, 2012 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the ten (10) months ended October 31, 2012 (the “Interim Financial Statements”) and (ii) the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2010 and December 31, 2011, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss) and cash flows of the Company and the Company Subsidiaries for the fiscal years ended December 31, 2010 and December 31, 2011, including all notes thereto, and the report on such audited information by BDO USA, LLP (the “Audited Financial Statements” and, together with the Interim Financial Statements, the “Financial Statements”). Except as set forth on Section 3.06 of the Company Disclosure Schedule or as disclosed in any of the Financial Statements, such Financial Statements have been based upon the information concerning the Company and the Company Subsidiaries contained in the Company’s and the Company Subsidiaries’ books and records (which, in turn, are accurate and complete in all material respects), and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Company and the Company Subsidiaries (taken as a whole) as of the times and for the periods referred to therein in accordance with U.S. GAAP (applied on a consistent basis with the Company’s Accounting Practices and Procedures) (subject, in the case of the Interim Financial Statements, to any normal year-end or interim adjustments (audit or otherwise) and the absence of footnote disclosures).
Financial Statements and Related Matters. Purchaser has made available to Seller true and complete copies of the Financial Statements and the Interim Financial Statements. The Financial Statements and the Interim Financial Statements (i) present fairly in all material respects the financial position of Purchaser and the results of operations of Purchaser as of the respective dates thereof and for the periods covered thereby and (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, subject, in the case of the Interim Financial Statements, to changes resulting from normal immaterial (in the aggregate) year-end adjustments and the absence of footnote disclosures and other presentation items, in each case the effect of which if they were prepared would not be material to Purchaser. Except as set forth in Schedule 6.10, Purchaser has no liabilities of a type required by GAAP to be set forth on a balance sheet of Purchaser, except for (x) liabilities reflected or adequately reserved against in the Interim Financial Statements and (y) liabilities incurred in the Ordinary Course since the Balance Sheet Date (excluding any liability for breach of Contract, breach of warranty, tort, infringement or violation of Laws by Purchaser or any of its Subsidiaries). The accounting controls of Purchaser have been and are sufficient to provide reasonable assurances that (1) all material transactions are executed in accordance with management’s general or specific authorization and (2) all material transactions are recorded as necessary to permit the accurate preparation of financial statements in accordance with GAAP and the accounting principles, methods and practices used in preparing the Financial Statements and the Interim Financial Statements and to maintain proper accountability for items.
Financial Statements and Related Matters. (a) Financial Statements. Included in the Disclosure Letter as the Financial Statements Schedule are the following financial statements: (i) the audited consolidated balance sheets of the Company as of December 31, 1996 and 1997, and the related statements of income and cash flows (or the equivalent) for the respective twelve-month periods ended December 31, 1995, 1996 and 1997; and (ii) the unaudited consolidated balance sheet of the Company as of November 30, 1998 (the "Latest Balance Sheet"), and the related statements of income and cash flows (or the equivalent) for the eleven-month period then ended. Each of the foregoing financial statements (the "Financial Statements") presents fairly, in all material respects, the Company's consolidated financial condition and results of operations as of the times and for the periods referred to therein, and has been prepared in accordance with GAAP, subject in the case of unaudited consolidated financial statements to the absence of footnote disclosure and customary year-end adjustments, none of which will be material.
Financial Statements and Related Matters. (a) BYBK has delivered or made available to OLB the BYBK Financials, except those pertaining to annual and quarterly periods ending on or after September 30, 2017 and monthly periods commencing after June 30, 2017, which it will deliver or make available by each respective delivery date as required by this Agreement. The BYBK Financials with respect to periods ending prior to the date of this Agreement (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with, the Books and Records of BYBK and the BYBK Subsidiaries and (ii) fairly present, in all material respects, the consolidated financial position, results of operations, changes in stockholders’ equity and cash flows of BYBK as of and for the periods ended on the dates thereof. The BYBK Financials with respect to periods ended prior to the date of this Agreement comply in all material respects with applicable accounting and regulatory requirements and, other than the Internal BYBK Financials, have been prepared in accordance with GAAP consistently applied, except for (i) omission of the notes from the financial statements, applicable to any interim period, and (ii) with respect to any interim period, normal year-end adjustments and notes thereto.
Financial Statements and Related Matters. (a) Section 3.11(a) of the Disclosure Letter contains true, correct and complete copies of (i) audited consolidated financial statements of the Company and its Subsidiaries, as of and for the periods ended December 31, 2018 and December 31, 2019 (collectively, the “Annual Financial Statements”) and the related consolidated balance sheets, statements of income, statements of retained earnings and other comprehensive income, and statements of cash flows, and (ii) unaudited interim consolidated financial statements of the Company and its Subsidiaries at and for the nine-month period ended September 30, 2020 (the “Balance Sheet Date”) (the “Interim Financial Statements”) and the related consolidated balance sheet and statement of income (the Annual Financial Statements and the Interim Financial Statements, collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP and all applicable rules and regulations as modified by the Historical Accounting Practices, and, in the case of the Interim Financial Statements, subject to normal year-end adjustments and the absence of notes. The Financial Statements accurately and fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries at the dates and for the periods indicated therein and are consistent with the books and records of the Company (except as expressly noted therein).
Financial Statements and Related Matters. Set forth in Schedule 8.4 hereto is an unaudited Statement of Net Assets of the Business as at September 30, 1998 (the "Reference Statement of Net Assets") and related unaudited statements of income of the Business for the indicated period then ended. Such financial statements are collectively referred to herein as the "Financial Statements." The Financial Statements have been prepared from the books and records of the Business, and the Reference Statement of Net Assets has been prepared in accordance with (the accounting principles ("Seller's Accounting Principles") attached as Schedule 8.4, consistently applied. The accounting books and records of the Business are accurate and complete in all material respects. The Business has no direct or indirect liabilities, losses or obligations of any nature, whether absolute, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet or the notes thereto prepared in accordance with GAAP consistently applied other than (i) liabilities reflected, accrued or reserved for in the Reference Statement of Net Assets; (ii) liabilities disclosed in the Schedules to this Agreement; (iii) liabilities incurred in the ordinary course of business subsequent to the date of the Reference Statement of Net Assets and not inconsistent with past practice; (iv) liabilities or performance obligations arising in the ordinary course of business (and not as a result of a breach or default by the Seller or any Purchased Subsidiary out of or under agreements, contracts, leases, arrangements or commitments to which the Seller or a Purchased Subsidiary was a party as of the Balance Sheet Date; or (v) liabilities under this Agreement.
Financial Statements and Related Matters. (a) The Financial Statements were prepared in accordance with generally accepted accounting principles consistently applied and present fairly the financial position and results of operations of Sellers at the dates and for the periods indicated therein.
