Financial Statements; Business Information. (a) Horizon has delivered to TranSwitch an unaudited balance sheet (the "Unaudited Balance Sheet") as of December 31, 2000 (the "Unaudited Balance ----------------------- ----------------- Sheet Date") and audited balance sheets (the "Audited Balance Sheets") as of ---------- ---------------------- December 31, 1999 (the "Audited Balance Sheet Date"), December 31, 1998 and -------------------------- 1997, unaudited statements of income for the twelve-month period ended December 31, 2000 and audited statements of income for the fiscal years ended December 31, 1997, 1998 and 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "Financial Statements"). The -------------------- Financial Statements: (i) are in accordance with the books and records of Horizon; (ii) present fairly, in all material respects, the financial position of Horizon as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of interim statements to year-end adjustments, which will not be material either individually or in the aggregate and except as described in Section 3.6 of the Horizon Disclosure Schedule). As of the Unaudited Balance Sheet Date, there were no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not shown or provided for either in the Unaudited Balance Sheet or Section 3.6 of the Horizon Disclosure Schedule, and since the Unaudited Balance Sheet Date, Horizon has incurred no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise other than in the ordinary course of business and except for liabilities incurred by Horizon in connection with the preparation and execution of this Agreement and the consummation of the transactions contemplated herein.
Financial Statements; Business Information. 11 3.7 Taxes........................................................................................................12 3.8 Absence of Certain Changes and Events........................................................................13 3.9 Leases in Effect.............................................................................................15 3.10 Personal Property; Real Estate...............................................................................15 3.11
Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a) are (i) the unaudited balance sheets of the Company as of December 31, 2002 and December 31, 2003 and the statements of operations and cash flow for the fiscal periods then ended, and (ii) the balance sheet of the Company as of June 30, 2004 and the statements of operations and cash flow of the Company for the six (6) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP (as hereinafter defined) consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements are subject to normal year-end adjustments which will not be individually or in the aggregate material in amount or effect. For the purposes of this Agreement, generally accepted accounting principles shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and rules promulgated by the United States Securities and Exchange Commission (the “SEC”) and its related interpretations or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination (“GAAP”).
Financial Statements; Business Information. (a) Attached hereto as Schedule 2.5(a) are (i) the unaudited balance sheets of the Company as of December 31, 2004 and December 31, 2005 and the statements of operations for the fiscal periods then ended, and (ii) the unaudited balance sheet of the Company as of March 31, 2006 (the “Balance Sheet”) and the statements of operations of the Company for the three (3) months then ended (hereinafter collectively referred to as the “Financial Statements”). The Financial Statements (i) have been prepared on a tax basis from the books and records of the Company, and (ii) have been prepared consistently during the periods covered thereby.
Financial Statements; Business Information. (a) INT'X.xxx has delivered to Parent audited consolidated balance sheets (the "BALANCE SHEETS") as of December 31, 1999 (the "BALANCE SHEET DATE") and December 31, 1998, and audited consolidated statements of income and cash flows for the years ended December 31, 1999, December 31, 1998 and December 31, 1997 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "FINANCIAL STATEMENTS").
Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a) are (i) the unaudited balance sheets of the Company as of June 30, 1998 and the statements of income for the fiscal period then ended, and (ii) the unaudited balance sheets of the Company as of March 31, 1999 and the statements of income of the Company for the fiscal period then ended (hereinafter collectively referred to as the "Financial Statements"). The Financial Statements (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with generally accepted accounting principles consistently applied during the periods covered thereby except where non-compliance would not be material in amount or effect, and (iii) present fairly in all material respects the financial condition and results of operations of the Company as at the dates, and for the periods, stated therein, except that the interim Financial Statements are subject to normal year-end adjustments which will not be individually or in the aggregate material in amount or effect and the Financial Statements do not include footnotes.
Financial Statements; Business Information. (a) Mentorix has delivered to Parent audited consolidated balance sheets as of August 31, 2003 (the “Audited Balance Sheet”) and December 31, 2002, and audited consolidated statements of income and cash flows for the eight-month period ended August 31, 2003 and for the twelve-month period ended December 31, 2002 (all of such balance sheets and statements of income and cash flows are collectively referred to as the “Financial Statements”). The Financial Statements: (i) are in accordance with the books and records of Mentorix; (ii) present fairly, in all material respects, the financial position of Mentorix as of the date indicated and the results of its operations and cash flows for such periods; and (iii) have been prepared in accordance with US GAAP consistently applied.
Financial Statements; Business Information. (a) Attached hereto as Schedule 3.5(a) are the unaudited balance sheet of the Company and the Company’s Subsidiary as of December 31, 2002 and the statements of income and cash flow for the fiscal period then ended (the “Financial Statements”). The Financial Statements (i) have been prepared from the books and records of the Company and the Company’s Subsidiary, (ii) have been prepared in accordance with GAAP consistently applied during the periods covered thereby, and (iii) present fairly in all material respects the financial condition and results of operations of the Company and the Company’s Subsidiary as at the dates, and for the periods, stated therein, except that such Financial Statements are subject to normal audit adjustments and such interim Financial Statements are subject to normal year-end adjustments, all such adjustments which will not be individually or in the aggregate material in amount or effect.
Financial Statements; Business Information. (a) Navigator has delivered to Parent compilation statements of assets, liabilities and stockholders equity, prepared on the income tax basis of accounting, as of December 31, 1999 (the "Unaudited Balance Sheet"), December 31, 1998 and December 31,1997, and the related statements of revenues, expenses and retained earnings, prepared on an income tax basis of accounting, for the years then ended (collectively the "Financial Statements"). The Financial -------------------- Statements: (i) are in accordance with the books and records of Navigator; (ii) present accurately, in all material respects, the financial position of Navigator as of the date indicated; and (iii) have been prepared in accordance with standards for accounting and review services issued by the American Institute of Certified Public
Financial Statements; Business Information. (a) INT'X.xxx has delivered to Parent an unaudited consolidated balance sheet (the "UNAUDITED BALANCE SHEET") as of October 31, 1999 (the "UNAUDITED BALANCE SHEET DATE") and audited consolidated balance sheets (the "AUDITED BALANCE SHEETS") as of February 28, 1999 (the "AUDITED BALANCE SHEET DATE") and December 31, 1997, unaudited consolidated statements of income and cash flows for the eight-month period ended -October 31, 1999 and audited consolidated statements of income and cash flows for its fiscal years ended December 31, 1997 and February 28, 1999 (all of such balance sheets and statements of income and cash flows are collectively referred to as the "FINANCIAL STATEMENTS").
