Financial Statements; Disclosure. (a) As of the date of this Agreement, the Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not material.
Financial Statements; Disclosure. The Financial Statements (including the related notes and schedules) fairly present in all material respects the financial position of the Company as of their dates, and each of the statements of operations, cash flows and changes in shareholders' equity included in the Financial Statements (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the Current Balance Sheet, including all notes thereto, as of the date of such balance sheet, the Company does not have any Liabilities or obligations of any nature (whether accrued, absolute, 7 contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than Liabilities or obligations which do not and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in such balance sheet have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Financial Statements; Disclosure. (a) The Financial Statements (including in each case the related schedules and notes) delivered to UCB present fairly, in all Material respects, the consolidated financial position of the Company at the respective dates of the balance sheets included therein, and the consolidated results of their operations and their consolidated cash flows and shareholders’ or other owners’ equity for the respective periods set forth therein and have been prepared in accordance with GAAP except that any unaudited Financial Statements so delivered need not contain footnotes required by GAAP or otherwise comply with GAAP as noted therein. As of the date of any balance sheet included in those Financial Statements, the Company had no outstanding Indebtedness to any Person or any liabilities of any kind (including contingent obligations, tax assessments, or unusual forward or long-term commitments), or any unrealized or anticipated loss, that in the aggregate were Material to the Company other than those reflected in those Financial Statements or in the notes related thereto, and since June 30, 2000 (the “Balance Sheet Date”), no change has occurred in the business, operations, properties or assets, liabilities, condition (financial or other), results of operations, or prospects of the Company that could reasonably be expected, either alone or together with all other such changes, to have a Material Adverse Effect on the Company.
Financial Statements; Disclosure. (a) The Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods indicated, in accordance with
Financial Statements; Disclosure. (a) Borrower has delivered to Lender true, complete and correct copies of the consolidated balance sheet (“Balance Sheet”) of Borrower as of December 31, 2007 (“Balance Sheet Date”) and the related statements of operations and cash flows for the fiscal year then ended (the “Financial Statements”). Except as set forth on Schedule 4.8(a), the unaudited Financial Statements fairly and accurately present in all material respects the financial position, liabilities and obligations and the results of operations as of the dates and for the periods indicated, and in accordance with GAAP, subject to adjustments. Except as disclosed on the Balance Sheet or the Financial Statements or on Schedule 4.8(a), as of the Balance Sheet Date and the date hereof (x) Borrower has had no or has no liabilities (whether matured or unmatured, fixed or contingent, liquidated or unliquidated or otherwise), or obligations, except as may have been incurred in the ordinary course of business following the Balance Sheet Date, and (y) Borrower had or has reserved or disclosed all liability reserves that are required to be reserved or disclosed in accordance with GAAP.
Financial Statements; Disclosure. NetRatings SEC Reports include (a) the audited financial statements of NetRatings for the fiscal year ended December 31, 2001, and (b) the unaudited financial statements of NetRatings for the three month period ended March 31, 2002 (the financial statements described in clauses (a) and (b), collectively, the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles, and fairly and accurately present the financial position of NetRatings as of their respective dates, and the results of the operations of NetRatings for such periods, and reflect the consistent application of such accounting principles throughout the periods involved.
Financial Statements; Disclosure. (a) The Financial Statements (together with the notes thereto, as applicable), subject to modifications required by the current SEC review of the Company's Registration Covol Securities Purchase Agreement - 10 - December 7, 1999 Statement on Form S-3, (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except that the unaudited balance sheets and related financial statements do not contain an auditors' opinion and do not contain footnotes and are subject to normal, recurring year-end audit adjustments which are not material.
Financial Statements; Disclosure. (a) The Financial Statements (together with the notes thereto, as applicable), (i) are true, correct and complete in all material respects, (ii) are in accordance with the books and records of the Company and (iii) fairly present the financial condition and results of operations of the Company as of the dates and for the periods indicated in accordance with GAAP, except that the unaudited balance sheets and related financial statements
Financial Statements; Disclosure. 4.4.1. EXHIBIT A attached hereto sets forth the audited balance sheets of AMDP as of December 31, 2000 and December 31, 2001, and the related audited statements of income, stockholder's equity, and cash flows for each of the two periods ending on those dates. Included in EXHIBIT A are the unaudited balance sheet of AMDP as of September 30, 2002, and the related unaudited statements of income, stockholder's equity and cash flows for the period ending September 30, 2002. The financial statements in EXHIBIT A are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition of AMDP at December 31, 2000, December 31, 2001 and September 30, 2002, and the results of its operations for the years ended December 31, 2000, December 31, 2001 and the nine months ended September 30, 2002.
