Financial Statements and Undisclosed Liabilities. (a) The financial statements of the Company (including any related notes and schedules thereto) included in the Company SEC Documents (i) have been derived from the accounting books and records of the Company and the Company Subsidiaries, (ii) as of their respective dates of filing with the SEC complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (iii) 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 (iv) fairly present, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries and the consolidated results of operations, stockholders’ equity and cash flows as of the dates and for the respective periods indicated (subject, in the case of the unaudited statements, to normal year-end audit adjustments and the absence of notes, none of which individually or in the aggregate are material).
Financial Statements and Undisclosed Liabilities. The Company has delivered to the Purchaser audited Balance Sheets, income statements, cash flow statements and statements of shareholder's equity for the fiscal years ended June 30, 1997, June 30, 1998, June 30, 1999 and June 30, 2000, and the notes to such financial statements, as prepared by the Company's accountants, PriceWaterhouse, n/k/a PricewaterhouseCoopers. The Company has also delivered to the Purchaser monthly balance sheets together with related statements of income, shareholders' equity and cash flow as of the end of each of the nine months ending March 31, 2001. All of such financial statements of the Company are referred to collectively as the "Financial Statements". The Financial Statements have been prepared from and are in accordance with the books and records of the Company, are true and correct and complete, and present fairly the financial condition, results of operations and, except with respect to unaudited interim financial statements, cash flows of the Company as of the dates and for the periods indicated, in each case in conformity with GAAP consistently applied during such periods, except as otherwise stated in such financial statements or on Schedule 4.5, and except to the extent that unaudited interim financial statements may be condensed or summary statements and may omit footnotes to the extent permitted by Rule 10.01(a)(5) of Regulation S-X of the Securities and Exchange Commission. Except as and to the extent reflected in the Financial Statements, the Company had at each such date no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise and whether due or to become due). The books of account and other financial records of the Company, all of which have been made available to the Purchaser, are complete and correct and represent actual, bona fide transactions and have been maintained in accordance with sound business practices and the requirements of Section 13(b)(2) of the Securities Exchange Act of 1934 (the "exchange Act"), including the maintenance of an adequate system of internal controls. Attached to Schedule 4.5 are complete and correct copies of all letters from the Company's Auditors to the Company's board of directors or its audit committee during the 36 months preceding the execution of this Agreement, together with complete and correct copies of all responses thereto.
Financial Statements and Undisclosed Liabilities. (a) The Company has previously delivered to Buyer a true, complete and correct copy of its audited consolidated financial statements for the years ended December 31, 1995 and 1994 (the "Audited Financial Statements") and its unaudited consolidated balance sheet of the Company and its consolidated subsidiaries as of June 30, 1996 (the "Current Balance Sheet") and the related statements of operations and accumulated deficit and cash flows for the six-month period then ended (collectively with the Current Balance Sheet, the "Current Financial Statements"). The Audited Financial Statements and the Current Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated (except as may be otherwise indicated in the notes thereto and except that the Current Financial Statements do not contain footnotes meeting the requirements of GAAP) and fairly present the consolidated financial position, accumulated deficit and results of operations of the Company and its subsidiaries on a consolidated basis as at the respective dates thereof and for the respective periods indicated therein (subject, in the case of the Current Financial Statements, to normal year-end adjustments consistent with past practice). (b) Except (i) as set forth in the Current Financial Statements, (ii) as set forth in or described in this Agreement or the Disclosure Letter, (iii) for liabilities incurred in the ordinary course of business since December 31, 1995 which would be required to be included as a liability on a consolidated balance sheet prepared in accordance with GAAP as of the date hereof, or (iv) all other liabilities or obligations incurred in the ordinary course of business, the Company and its subsidiaries do not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for any liability or obligation which will not have a Company Material Adverse Effect. 2.8
Financial Statements and Undisclosed Liabilities. (a) The Company shall deliver prior to closing to the Buyer its unaudited financial statements of the Company for the period ended May 31, 2013 (all of which financial statements are collectively referred to as "Interim Financial Statements"). The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as "Financial Statements."
Financial Statements and Undisclosed Liabilities. (a) Sellers have made available to Buyer true and correct copies of the audited combined consolidated balance sheets of the Companies as of December 31, 1999, December 31, 2000, and December 31, 2001, the audited combined consolidated statements of income and cash flows of the Companies for each of the fiscal years then ended, including the notes thereto, and the unaudited combined consolidated balance sheet of the Companies, dated June 30, 2002 (the "INTERIM BALANCE SHEET"), and unaudited combined consolidated statements of income and cash flows of the Companies for the six (6) month period then ended presented on a basis consistent with the year-end audited financial statements. All of the foregoing financial statements are hereinafter collectively referred to as the "FINANCIAL STATEMENTS". Except as disclosed in the Financial Statements, the Financial Statements have been prepared from, and are in accordance with, the books and records of the Companies and present fairly and accurately, in all material respects, the financial position, results of operations and cash flows of the Companies on a combined consolidated basis as of the dates and for the applicable periods indicated, in each case in conformity with GAAP consistently applied except as noted therein.
Financial Statements and Undisclosed Liabilities. (a) Seller has delivered to Purchasers the financial statements described in Schedule 5.3(a) attached hereto (collectively, the "Financial Statements"). The Financial Statements in each case have been prepared based on the books and records of the Purchased Entities in accordance with GAAP (except in the case of internally prepared quarterly statements which do not include notes or year-end adjustments), consistently applied throughout the periods covered thereby and fairly present in all material respects the financial condition, results of operations and statements of cash flow of the Purchased Entities as of the dates or periods indicated (subject in the case of interim financial statements to normal year-end adjustments). Since the Balance Sheet Date, the Purchased Entities have conducted its respective businesses in a consistent manner without change of accounting policy or procedure including, without limitation, its practices in connection with the treatment of revenue recognition, capitalization policies, reserves and expenses.
Financial Statements and Undisclosed Liabilities. (a) The balance sheet of Company at December 31, 2016 and December 31, 2017, and the related statement of income for the periods then ended, together with the notes thereto (the "Financial Statements"), were prepared in accordance with GAAP or some other comprehensive basis of accounting. The Financial Statements present fairly the financial position and results of operations of Company as of the dates and for the periods indicated. True and complete copies of the Financial Statements are attached as Schedule 3.8.
Financial Statements and Undisclosed Liabilities. Purchaser has heretofore furnished to Sellers true and complete copies of the audited financial statements of Purchaser as of December 31, 1999, and the unaudited financial statements as of June 30, 2000 (the "Purchaser Financial Statements"). The Purchaser Financial Statements were prepared in accordance with GAAP and present fairly the financial position, results of operations and cash flow of Purchaser as of the date and for the period indicated. Except as disclosed in the Purchaser Financial Statements, Purchaser has no material liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, whether or not such liabilities or obligations would have been required to be disclosed on a balance sheet prepared in conformity with GAAP. Without limiting the generality of the foregoing, to the best of Purchaser's knowledge, Purchaser has no liability (and there is no basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand against it giving rise to any liability) arising out of any injury to persons or property as a result of the ownership, possession or use of any product manufactured, sold, leased or delivered by Purchaser or any of its dealers or representatives.
Financial Statements and Undisclosed Liabilities. (a) The Company has delivered to the Buyer its unaudited balance sheet (“Balance Sheet”) as of June 30, 2020 (the “Interim Date”) and its audited financial statements of the Company for the period ended December 31, 2020 (all of which financial statements are collectively referred to as “Interim Financial Statements”). The Interim Financial Statements and similar balance sheets and statements for periods subsequent to those covered by the Interim Financial Statements are hereinafter referred to as “Financial Statements.”
Financial Statements and Undisclosed Liabilities. (a) The Company has delivered to the Buyer true, complete and correct copies of the Company’s unaudited financial statements reflecting the financial results of the Company for the year ending December 31, 2006 and for the three months ending March 31, 2007 which are attached hereto as Schedule 2.15 (collectively, the “Financial Statements”). The Financial Statements accurately and completely present all of the cash flows, income, expenses, Liabilities, operations, equity and assets of the Company with respect to the Assets and the Business at the respective dates thereof with no difference between such Financial Statements and the Company’s financial records as maintained.
