Financial Statements; Liabilities Sample Clauses
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Financial Statements; Liabilities. (a) The Company has delivered to the Investor the consolidated balance sheets of the Company and Bluegreen as of December 31, 2012 and December 31, 2011 (collectively, the “Financial Statements”).
(b) The Financial Statements of the Company, adjusted to reflect the Company’s interest in Bluegreen on a non-consolidated basis (the “Company Financial Statements”), fairly present in all material respects the financial condition and results of operations of the Company (excluding the consolidated financial condition and results of operations of Bluegreen), and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other (other than as specifically noted therein or normally recurring adjustments in the Company Financial Statements as of December 31, 2012). There are no liabilities or obligations of the Company, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability or obligation for taxes and any liability under any guaranty or indemnification arrangement, but in each case excluding any liabilities or obligations of Bluegreen (“Company Liabilities”), other than as reflected in the Company Financial Statements as of December 31, 2012, the obligations of the Company provided for in this Agreement and Company Liabilities incurred after December 31, 2012 in the ordinary course of business consistent with past practice. Notwithstanding anything to the contrary contained in this Agreement, any revision or restatement of the Company Financial Statements which results solely from a revision or restatement of the Financial Statements of Bluegreen shall not be deemed to constitute a breach of this representation and warranty for purposes of the indemnification provisions contained in Section 7.
(c) To the Company’s Knowledge, the Financial Statements of Bluegreen fairly present in all material respects the financial condition and results of operations of Bluegreen, and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other (other than as specifically noted therein or normally recurring adjustments in the Financial Statements of Bluegreen as of December 31, 2012). To the Company’s Knowledge, there are no liabil...
Financial Statements; Liabilities. (a) Schedule 4.7(a)(i) contains true and complete copies of (i) the audited statement of operations and statement of cash flows of the Acquired Companies on a combined basis as of and for the years ended December 31, 2011, 2012 and 2013 and balance sheet of the Acquired Companies on a combined basis as of December 31, 2012 and 2013 (collectively, and with any notes thereto, the “Audited Financial Statements”) and (ii) the unaudited balance sheet, statement of operations and statement of cash flows of the Acquired Companies on a combined basis as of and for the three (3) months ended March 31, 2014 (collectively, and with any notes thereto, the “Interim Financial Statements” and together with the Audited Financial Statements and, as of the Closing Date, any financial statements delivered pursuant to Section 6.23, the “Financial Statements”). Except as set forth in Schedule 4.7(a)(ii), the Financial Statements have been prepared in accordance with GAAP, consistently applied (except as may be noted therein), from the books and records of the Acquired Companies and present fairly, in all material respects, the financial position, results of operations and cash flows of the Acquired Companies on a combined basis as of the respective dates thereof or the periods then ended, except that the Interim Financial Statements do not include notes that would be required by GAAP or normal year-end adjustments.
(b) Except as set forth on Schedule 4.7(b), no Acquired Company has any liability or obligation (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected or reserved against on a combined balance sheet of the Acquired Companies (or disclosed in the notes thereto) other than (i) liabilities reflected or reserved against on the unaudited balance sheet of the Acquired Companies on a combined basis as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations that have been incurred in the ordinary course of business consistent with past practices since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) liabilities or obligations incurred in accordance with the terms of this Agreement or any Material Contract or (iv) liabilities that, in the aggregate, would not reasonably be expected to be material to the Acquired Companies, taken as a whole.
Financial Statements; Liabilities. The Company has delivered to the Purchaser its audited financial statements as of December 31, 2008 and for the fiscal year ended December 31, 2008, and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as September 30, 2009 and for the nine-month period ended September 30, 2009 (collectively, “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements and/or the Disclosure Schedule, the Company has no material liabilities or obligations, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2009; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles.
Financial Statements; Liabilities. The financial statements included in the SEC Reports present fairly the financial position, results of operations and cash flows of the Company and the Subsidiaries, at the dates and for the periods covered thereby, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows of the Company and the Subsidiaries at the dates and for the periods covered thereby. Except as and to the extent disclosed, reflected or reserved against in the financial statements of the Company and the notes thereto included in the SEC Reports, neither the Company nor any Subsidiary has any liability, debt or obligation, whether accrued, absolute, contingent or otherwise, and whether due or to become due which, individually or in the aggregate, are material to the Company and the Subsidiaries, taken as a whole. Subsequent to September 30, 2003, neither the Company nor any Subsidiary has incurred any liability, debt or obligation of any nature whatsoever which, individually or in the aggregate are material to the Company and the Subsidiaries, taken as a whole, other than those incurred in the ordinary course of their respective businesses. A description and the amount of the Indebtedness of the Company and Subsidiaries that will be outstanding on the Closing Date and that will constitute Permitted Indebtedness for purposes of clause (1) of the definition of the term Permitted Indebtedness appear on SCHEDULE 4(L) attached hereto.
Financial Statements; Liabilities. Attached hereto as Schedule 4.1(c) of the Disclosure Schedule are the following financial statements of Old BCS (collectively the “Financial Statements”): (a) balance sheets and statements of income, statements of members’ interest and statement of cash flow as of and for the fiscal years ended December 31, 2008 and 2007, reviewed by a certified public accountant, and (b) unaudited balance sheets and related statements of income (the “Most Recent Financial Statements”) as of and for each of the months from January 2009 through June 30, 2009 (the “Most Recent Fiscal Period End”). The Financial Statements (other than the Most Recent Financial Statements), including the notes thereto, have been prepared from and are in accordance with Old BCS’s books and records and are in accordance with GAAP, and fairly present the financial condition of Old BCS as of the dates stated and the results of operations of Old BCS for such periods. The Most Recent Financial Statements have been prepared from and are in accordance with Old BCS’s books and records in accordance with Old BCS’s accounting policies and procedures consistently applied, which, except as set forth in Section 4.1(d) of the Disclosure Schedule, are in accordance with GAAP, and fairly present the financial condition of Old BCS as of the date stated and the results of operations of Old BCS for such period, except that the Most Recent Financial Statements contain estimates of certain accruals, lack footnotes and other presentation items, and are subject to normal year-end adjustments. All accounts payable of Old BCS have been incurred in the ordinary course of Business, except for accounts payable not incurred in the Ordinary Course of Business in an aggregate amount not to exceed $10,000. Except as set forth on Section 4.1(c) of the Disclosure Schedule, to the Knowledge of Members, ▇▇▇▇▇▇ and Old BCS, Old BCS does not have, and New BCS will not have, any material Liability or obligation of any nature except:
(i) those set forth or reflected in the Most Recent Financial Statements that have not been paid or discharged since the date hereof;
(ii) those arising under agreements or other commitments described or identified on the Disclosure Schedule or in the ordinary course of business;
(iii) those incurred since the dates of the Most Recent Financial Statements in the ordinary course of business; and
(iv) those not required under GAAP to be reflected on the financial statements of Old BCS.
Financial Statements; Liabilities. (a) The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company SEC Documents fairly present in all material respects, in each case in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto).
(b) There are no liabilities or obligations of the Company or any of its Subsidiaries of the type required to be disclosed in the liabilities column of a balance sheet prepared in accordance with GAAP, other than: (i) liabilities or obligations disclosed and provided for in the Company’s audited consolidated balance sheet as at December 31, 2012 (the “Company Balance Sheet”) or in the notes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practices in all material respects since December 31, 2012 (the “Company Balance Sheet Date”) or arising or incurred in connection with or contemplated by this Agreement, and (iii) liabilities or obligations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Financial Statements; Liabilities. (a) Attached hereto as Schedule 6.6(a) are the following financial statements of the Company (collectively, the “Financial Statements”): (i) unaudited consolidated balance sheet, and consolidated statements of income and shareholders’ equity, and cash flows of the Company as of and for the fiscal year ended January 31, 2025; and (ii) unaudited balance sheet and statements of income and shareholders’ equity, and cash flows of the Company (the “Most Recent Financial Statements”) as of and for the one-month period ended January 31, 2025 (the “Most Recent Fiscal Month End”). The Financial Statements are consistent with the books and records of the Company, which books and records are true, correct, and complete in all material respects. The Financial Statements have been prepared in conformity with IFRS and fairly present in all material respects the financial position of the Company at the dates of the balance sheets included therein and the results of their operations for the respective periods indicated therein (subject, in the case of the Most Recent Financial Statements, to customary year-end adjustment.
(b) Except as set forth on the face of the Most Recent Balance Sheet or on Schedule 6.6(b), the Company has no Liabilities required to be accrued or reserved against in a balance sheet prepared in accordance with IFRS other than (i) normal or recurring liabilities or obligations incurred in the ordinary course of business after the date of the Most Recent Balance Sheet; (ii) those arising under Material Agreements (other than the payment of liquidated damages or arising as a result of a default or breach thereof); and (iii) obligations arising under this Agreement or the other Transaction Documents.
(c) The Financial Statements have been prepared in accordance with the books, records, and accounts of the Company, all of which accurately and fairly reflect in all material respects, in reasonable detail, the transactions in and dispositions of the assets of the Company. The systems of internal accounting controls maintained by the Company are sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) th...
Financial Statements; Liabilities. (a) Included in the Form 10-Q for the three months ended April 30, 2003 ("Form 10-Q") are the Company's consolidated unaudited balance sheet (the "Balance Sheet") as of April 30, 2003 (the "Balance Sheet Date"), and the consolidated unaudited statement of operations for the three-month period then ended ("Operating Statement"). Included in its annual report on Form 10-K for the year ended October 31, 2002 ("Annual Report") are the Company's consolidated audited balance sheets as of October 31, 2002 and the consolidated audited statements of operations, cash flow and changes of stockholders' equity for the period then ended, together with the related report of Kostin, Ruffkess & Company, LLC(a) , independent certified public ▇▇▇▇▇▇tants such year-end balance sheet, statement of operations, cash flow and changes of stockholders' equity and report, together with the Balance Sheet and Operating Statement, the "Financial Statements"). The Financial Statements (including any notes thereto):
(i) are complete and correct in all material respects and are in accordance with the books and records of the Company;
(ii) present fairly the consolidated financial condition, results of operations and cash flows of the Company and its subsidiaries at the respective dates therein specified and the results of operations and changes in financial position of the Company and its subsidiaries for the respective periods therein specified; and
(iii) were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods (except that the unaudited financial statements are subject to year-end audit adjustments which will not be material in amount and do not contain complete footnotes).
(b) The Company has no liabilities or obligations of any nature, either actual or absolute, contingent or otherwise, which are not reflected or provided for in the Financial Statements or related notes.
(i) Changes. Since October 31, 2002, except as disclosed in SEC Filings, including without limitation, the Form 10-Q and current reports on Form 8-K or the Annual Report, or through direct disclosure to Purchaser during this due diligence period, there has been no event which was has had, or could reasonably be expected to have, a Material Adverse Effect. Since the Balance Sheet Date, the Company has conducted its business in all material respects in the ordinary course consistent with past practices, and without limiting the generality of th...
Financial Statements; Liabilities. The Company has made available to the Investor(s) the balance sheet of the Company and the income statement of the Company for the last 2 years (collectively, the “Financial Statements”). Any and all public financials as listed on ▇▇▇▇▇ are also at the disposal of the investor. Such Financial Statements (i.) were prepared from the books and records of the Company; (ii.) are true, correct and complete; and (iii.) present fairly, in all material respects, the financial condition and results of operations of the Company as of the date or dates and for the period or periods therein specified. The books of account and other financial records of the Company are in good order and have been properly maintained in all material respects.
Financial Statements; Liabilities. (a) Sovereign has delivered to the Company (i) unaudited consolidated balance sheets and statements of income and expense for Sovereign for the years ended December 31, 2002 and 2003 (the "Year End Financials"), and (ii) unaudited consolidated balance sheet for Sovereign as of September 30, 2004, and related unaudited statements of income and expense for the nine-month period then ended (the "Interim Financials"). The Year End Financials and the Interim Financials are together referred to as the "Financial Statements." The Financial Statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except that the Interim Financials do not contain all footnotes and other presentation items). The Financial Statements were prepared from the books and records of Sovereign, consistent with past practice, and fairly present in all material respects the financial position and results of operations of Sovereign as of the dates and for the periods indicated. Sovereign maintains systems of accounting that are adequate for the preparation of the Financial Statements.
(b) As of the Closing Date, Sovereign does not have any liabilities of any nature (including, without limitation, liabilities as guarantor or otherwise with respect to obligations of others, or liabilities for taxes due or then accrued or to become due) (collectively "Liabilities"), except: (i) Liabilities reflected in the Financial Statements, (ii) Liabilities incurred in the ordinary course of business of Sovereign which individually or in the aggregate do not have a Material Adverse Effect on Sovereign since its formation, or (iii) Liabilities for taxes incurred in the ordinary course of business of Sovereign and not yet due.