Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the Corporation's most recent unaudited financial statements which, together with the financial statements (including the notes and exhibits thereto) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation, are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation, except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the Company. The Corporation has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation for any tax period. As of the dates such Financial Statements were and will be prepared, all accounts receivable reflected on the Financial Statements (i) have and will have arisen from bona fide transactions in the ordinary course of the Corporation's business, consistent with its past practices, and (ii) are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for returns or doubtful accounts which are reflected in such Financial Statements (such reserves, the "Reserves"); such Reserves are adequate and reasonable and were established in accordance with GAAP.
Financial Statements; Receivables. (a) The Financial Statements are attached as Section 4.8(a) of the Company Disclosure Schedule. The Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries. Except as disclosed on Section 4.8(a) of the Company Disclosure Schedule, the Balance Sheet and the other balance sheets included in the Financial Statements (including the related notes and schedules) have been prepared in accordance with GAAP and fairly present in all material respects the consolidated financial position of the referenced Person as of the date of such balance sheets (subject, in the case of unaudited financial statements, to normal year-end adjustments and the absence of notes to such statements, none of which year-end adjustments would, alone or in the aggregate, be material to the Company and its Subsidiaries on a consolidated basis), and each of the statements of income and cash flows, as applicable, included in the Financial Statements (including the related notes and schedules) fairly presents in all material respects the consolidated results of income and cash flows, as the case may be, of the referenced Person for the periods set forth therein, in each case in accordance with GAAP, consistently applied during the periods involved (subject, in the case of unaudited financial statements, to normal year-end adjustments and the absence of notes to such statements none of which year-end adjustments would, alone or in the aggregate, be material to the Company and its Subsidiaries on a consolidated basis).
Financial Statements; Receivables. The reviewed financial statements of the QCC attached hereto as SCHEDULE 3.14 for the years ending December 31, 1995, December 31, 1996, and December 31, 1997 and the management generated balance sheet and income statement dated March 30, 1998 and along with various other selected financial, numerical and sales information so attached (collectively, the "Financial Statements") are (i) accurate, correct and complete in all material respects, (ii) in accordance with the books of account and records of QCC and (iii) fair presentations of the financial condition, results of operations and cash flows as of the dates and for the periods indicated and (iv) prepared in accordance with GAAP, except as noted in SCHEDULE 3.14. QCC and the Business are not subject to any liability or obligation (whether absolute, accrued, contingent or otherwise, known or unknown) which is not shown or provided for on the Financial Statements or fully described in narrative form on SCHEDULE 3.14, except for performance obligations under contracts entered into in the Ordinary Course of Business not arising from breach. SCHEDULE 3.14 reflects the principles followed in recording customer deposits as liabilities and the timing of revenue recognition with respect thereto. All accounts receivable were generated in the ordinary course of the Business.
Financial Statements; Receivables. The financial statements of the Business attached hereto as PART 3.14 from for the years ended December 31, 1995 and December 31, 1996 AND the balance sheet and income statement dated September 30, 1997 (collectively, the "Financial Statements") are (i) fair presentations of the financial condition, results of operations and cash flows as of the dates and for the periods indicated and (ii) prepared in accordance with generally accepted accounting principles ("GAAP"). Axis is not subject to any liability or obligation (whether absolute, accrued, contingent or otherwise, known or unknown) of a nature required to be reported in the liabilities column of the financial statements under GAAP which is not shown or provided for on the Financial Statements or described in narrative form on PART 3.14, except for performance obligations under contracts (A) entered into in the Ordinary Course of Business not arising from breach and (B) otherwise identified in the Axis Disclosure Schedule. All accounts receivable were generated in the Ordinary Course of the Business. The net amount of accounts receivable of the Business reflected on the Preliminary Settlement Statement will be collectible within ninety (90) days of the Closing Date, PROVIDED, HOWEVER, such warranty of collectibility does not apply to receivables which become uncollectible due to (i) the debtor's inability to pay, which Axis and the Shareholders are unaware of prior to Closing or (ii) a failure or defect in performance which occurs after the Closing.
Financial Statements; Receivables. Attached hereto as Exhibit G are true, correct and complete copies of the most recent unaudited financial statements which, together with the financial statements (including the notes and exhibits thereto) of the Corporation (and, prior to the Corporation's acquisition of Deadline Express, of Deadline Express) to be delivered pursuant to Section 1.3 herein (the "Financial Statements") were and will be prepared in accordance with the books and records of the Corporation (and, prior to the Corporation's acquisition of Deadline Express, the books and records of Deadline Express), are and will be complete and correct in all material respects, have and will have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), applied consistently with the past practices of the Corporation (and, prior to the Corporation's acquisition of Deadline Express, the past practices of Deadline Express), except where otherwise specifically noted therein, and present and will present fairly in all material respects the financial position, results of operations and changes in financial position or cash flows, whichever is applicable, of the Corporation (and, prior to the Corporation's acquisition of Deadline Express, of Deadline Express) as at the dates and for the periods indicated (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). Without limiting the foregoing, no undisclosed liabilities or obligations of any nature (whether known or unknown, or absolute, accrued, contingent or otherwise) shall exist as at Closing in Escrow or the Closing not reflected in the most recently dated balance sheet supplied to the Company. The Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has paid all federal, state and local income, profits, franchises, sales, use, occupation, property, excise and payroll taxes, and all license fees and other charges imposed upon it, and has timely filed all tax returns and related documents required to be filed with any governmental authority. There are no outstanding or proposed statements of deficiency in tax payments to any federal, state, local or foreign government with respect to the Corporation (and, prior to the Corporation's acquisition of Deadline Express, with respect to Deadline Express) for any tax period. Except as set forth on Exhibit G-1, as of the dates such Financial Statements were and will be prepared, all accounts re...
Financial Statements; Receivables. (a) Section 4.8(a) of the Company Disclosure Schedule contains the Company’s Financial Statements. The Financial Statements have been prepared in accordance with GAAP and present fairly, in all material respects, the financial condition and results of operations as of the dates and for the periods indicated therein except, in the case of the Financial Statements described in clause (ii) of the definition of Financial Statements, (i) that such Financial Statements may be subject to normal year-end adjustments that are not material either individually or in the aggregate, and (ii) for the absence of notes thereto throughout the periods covered thereby.
Financial Statements; Receivables. (a) The Company has made available to the Purchaser copies of the Financial Statements. Except as set forth in Schedule 4.8(a) of the Company Disclosure Schedule, the balance sheets included in the Financial Statements (including the related notes and schedules) have been prepared in accordance with GAAP consistently applied during the periods involved (except as may be indicated in the related notes and schedules) and fairly present in all material respects the financial position of the Company and its Subsidiaries, as applicable, as of the date of such balance sheets (subject, in the case of unaudited financial statements, to normal year end, quarter end and month end adjustments consistent with past practice and the absence of notes to such statements), and each statement of cash flows, stockholders’ equity and income included in the Financial Statements (including the related notes and schedules) fairly presents in all material respects the results of operations and changes in cash flows, as the case may be, of the Company and its Subsidiaries, as applicable, for the periods set forth therein (except as expressly noted therein or in Schedule 4.8(a) of the Company Disclosure Schedule and subject, in the case of unaudited financial statements, to normal year end and quarter end adjustments and the absence of notes to such statements).
Financial Statements; Receivables. (a) Attached hereto as Schedule 4.8(a) are the following documents --------------- (collectively, the "Financial Statements"): (i) audited statements of income of the Business for the fiscal years ended February 28, 1999 and February 28, 1998; and (ii) audited balance sheets of the Business as of February 28, 1999 and February 28, 1998. The Financial Statements (i) were prepared in accordance with generally accepted accounting principles (GAAP) consistently applied throughout the periods indicated; (ii) are consistent in all material respects with the books and records of Seller; and (iii) fairly set forth the results of operations and/or financial position of the Business, for the period or as of the date indicated, as applicable.
Financial Statements; Receivables. Section 4.5 of the Disclosure Schedule includes (i) true, complete and correct copies of the Company's balance sheet as of December 31, 1997 (the end of its most recently completed fiscal year) and statements of income, cash flows and retained earnings for the year ended December 31, 1997; and (ii) true, complete and correct copies of the Company's balance sheet as of September 30, 1998, and statements of income and cash flows for the period then ended (collectively, the "Financial Statements"). Except as set forth in Section 4.5 of the Disclosure Schedule, the Financial Statements have been prepared in accordance with GAAP consistently applied and fairly present the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the September 30, 1998 Financial Statements, to the omission of complete footnote information. There are no Company Liabilities, direct or indirect, fixed or contingent, which are not reflected in the balance sheet as of September 30, 1998, except for Liabilities incurred in the Ordinary Course of Business subsequent to September 30, 1998, which, either individually or in the aggregate, would not be material. To the Knowledge of the Company and the Shareholders, there is no Basis for any assertion against the Company of any Liability or obligation of any nature whatsoever that is not fully reflected in the Financial Statements which, either individually or in the aggregate, would be material. Since the date of the September 30, 1998 Financial Statements, there have been no material changes in the Company's accounting policies. The accounts and notes receivable reflected on the Financial Statements or acquired after the respective dates thereof arose from bona fide transactions occurring in the Ordinary Course of Business and are collectible in full in the Ordinary Course of Business except for the amount of the reserve for bad debts shown on the respective Financial Statements.
Financial Statements; Receivables
