Financial Statements; Undisclosed Liabilities. The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Undisclosed Liabilities. (a) ACMP’s Annual Report on Form 10-K/A filed with the SEC on March 3, 2014 (the “ACMP 10-K/A”) sets forth a true and complete copy of the consolidated audited statements of operations, changes in partners’ capital, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets as of December 31, 2013 and 2012 for ACMP, including the notes thereto, and the Quarterly Report on Form 10-Q filed by ACMP with the SEC on July 30, 2014 (the “ACMP Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of operations, changes in partners’ capital, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for ACMP, including the notes thereto (the referenced financial statements set forth in both the ACMP 10-K/A and the ACMP Q2 10-Q are collectively referred to as the “ACMP Financial Statements”). The ACMP Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of ACMP as of such dates and the consolidated results of operations and cash flows of ACMP for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the ACMP Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have an ACMP Material Adverse Effect. ACMP has not had any disagreement with its independent public accounting firm that required disclosure in the ACMP SEC Reports.
Financial Statements; Undisclosed Liabilities. (a) The Company has made available to HighCape a true and complete copy of (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2019, and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended, (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2020, and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the twelve (12)-month period then ended, and (iii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2019 and December 31, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended (clauses (i), (ii), and (iii) are collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) in the case of the Financial Statements included in clause (iii) only, were prepared in accordance with the standards of the PCAOB, and comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
Financial Statements; Undisclosed Liabilities. (a) The financial statements of Company (including any related notes and schedules thereto) included in the Company Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Undisclosed Liabilities. (a) Section 3.7 of the Disclosure Letter contains the unaudited consolidated balance sheets of the Division as of December 31, 2005 and as of December 31, 2004 (the “Balance Sheets”), and the related unaudited consolidated statements of income and cash flows of the Division for the twelve-month periods then ended (collectively, with the Balance Sheets, the “Annual Financial Statements”). Section 3.7 of the Disclosure Letter also contains the unaudited interim consolidated balance sheets of the Division as of September 30, 2005 and September 30, 2006 (the “Interim Balance Sheets”) and the related unaudited interim consolidated statements of income and cash flows for the nine-month periods then ended (collectively, with the Interim Balance Sheets, the “Interim Financial Statements” and, collectively with the Annual Financial Statements, the “Financial Statements”). The Financial Statements (i) have been prepared from and are consistent with the books and records of the Division Subsidiaries, (ii) have been prepared in accordance with GAAP, consistently applied, throughout the periods presented (except for adjustments or other matters disclosed therein and for the absence of footnotes, and, in the case of the Interim Financial Statements, subject to normal year-end adjustments) and (iii) present fairly in all material respects the financial condition and results of operations and cash flows of the Division as of such dates and for the periods presented.
Financial Statements; Undisclosed Liabilities. (a) (i) The audited consolidated balance sheets of the Group Companies as of December 31, 2020 and December 31, 2021, and the related audited consolidated statements of operations and comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Group Companies for each of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2021, and the related unaudited consolidated statements of operations, comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Group Companies for the twelve-month periods then ended (collectively, the “Closing Company Parties Financial Statements”), when delivered following the date of this Agreement in accordance with Section 5.17, (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company Party and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (iii) will comply with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
Financial Statements; Undisclosed Liabilities. (a) The financial statements of Acquiror (including any related notes and schedules thereto) included in the Acquiror Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of Acquiror and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end adjustments, and the absence of footnotes). The books and records of Acquiror and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Undisclosed Liabilities. (a) The Company has delivered to the Parent the following financial statements, copies of which are attached hereto as SCHEDULE 3.7:
Financial Statements; Undisclosed Liabilities. (a) Attached hereto as Schedule 3.4(a) are the following financial statements (such financial statements, the “Financial Statements”):
Financial Statements; Undisclosed Liabilities. (a) The financial statements of Hxxxxx United (including any related notes thereto) included in the Hxxxxx United SEC Reports filed on or prior to the date hereof complied, and the financial statements of Hxxxxx United (including any related notes thereto) included in any Hxxxxx United SEC Reports filed after the date hereof will comply, as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been or will be, as the case may be, prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of Hxxxxx United and its consolidated Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Hxxxxx United and its Subsidiaries have been, and are being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
