Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Copies of the Companies’ (i) audited consolidated financial statements consisting of the consolidated balance sheets of the Companies as of December 31 in each of the years 2014, 2013 and 2012 and the related consolidated statements of income and cash flows for the years then ended (the “Audited Financial Statements”), and (ii) unaudited combined financial statements consisting of the unaudited combined balance sheets of the Companies (the “Balance Sheet”) as of each of September 30, 2015 (the “Balance Sheet Date”), June 30, 2015 and March 31, 2015 and, in each case, the related unaudited combined statements of income and cash flows for each applicable three-month period (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered or made available to Buyer. The Financial Statements have been prepared from the books and records of the Companies, have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes, and, on that basis, present fairly in all material respects the financial condition the Companies as of the respective dates they were prepared and the results of the operations of the Companies for the periods indicated. Each of the Companies maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization, and (ii) transactions are recorded in a timely manner and as necessary to permit preparation of Financial Statements in accordance with GAAP and to maintain accountability for earnings and assets. During the periods covered by the Financial Statements, the Companies’ external auditors were independent of the Companies and their respective management.
Financial Statements; Undisclosed Liabilities; Indebtedness. (I) (i) ALTUS has provided to FALK copies of the audited balance sheet of ALTUS for the year ended Xxxember 31, 2001 and the related audited statements of operations, statements of stockholder's equity and statements of cash flows, together with any related notes thereto, for the year ended December 31, 2001 and (ii) the unaudited balance sheet of ALTUS for the nine months ended September 30, 2002 (collectively, the "Financial Statements"). Each of the Financial Statements fairly present in all material respects, as the case may be, the financial condition, assets and liabilities of Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. ALTUS as of date thereof, or ALTUS' results of operations and changes in ALTUS' financial position for the period set forth therein. Each of the Financial Statements was prepared in accordance with U.S. GAAP consistently applied during the relevant period, except as otherwise set forth in the notes thereto and subject, in the case of the unaudited Financial Statements, to normal and recurring year-end adjustments and the omission of footnotes.
Financial Statements; Undisclosed Liabilities; Indebtedness. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act.
Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Section 3.5(a) of the Seller Disclosure Schedule sets forth true, complete and correct copies of (i) the unaudited consolidated balance sheet of Sellers as of December 31, 2020 (the “Latest Balance Sheet”), and the related consolidated statements of income (loss), members’ equity and cash flow for the twelve (12) month period then ended, and (ii) the unaudited consolidated balance sheets of the Business as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related consolidated statements of income (loss), members’ equity and cash flow for the years then ended (all such financial statements referred to in the foregoing clauses (i) and (ii), the “Financial Statements”). The Financial Statements were prepared from the books and records of Sellers and fairly present, in all material respects, the consolidated financial position of Sellers as at the respective dates thereof and the consolidated results of operations and cash flows of Sellers for the respective periods covered thereby in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements or, in the case of unaudited statements, subject to the absence of notes not required by GAAP and normal year-end adjustments).
Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Each of the most recent audited and interim financial statements filed with the SEC by Seller to the extent regarding the Acquired Companies (collectively, the “Financial Statements”) (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and at the dates involved (except as may be indicated in the notes to such Financial Statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act) and (ii) fairly presented in all material respects the consolidated financial position of the Acquired Companies as of the dates indicated and the consolidated assets, liabilities, business, financial condition, results of its operations and cash flows for the periods indicated, consistent with the books and records of the Acquired Companies, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments. The audited financial statements of TN Europe for the years ended December 31, 2019 and December 31, 2020 (x) show a true and fair view of the state of affairs of TN Europe and the UK Company Subsidiaries as at that date, and of TN Europe’s and the UK Company Subsidiaries; loss for the year then ended, (y) have been properly prepared in accordance with United Kingdom generally accepted accounting principles, and (z) have been prepared in accordance with the UK Companies Axx 0000.
Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Section 3.7(a) of the Company Disclosure Schedule sets forth the (i) unaudited consolidated balance sheets of the Chesapeake Companies (or predecessors thereto) and its subsidiaries as at December 31, 2018, December 31, 2019, December 31, 2020, and December 31, 2021, the related consolidated statements of operations, shareholders’ equity and cash flows of the Chesapeake Companies (or predecessors thereto) and its subsidiaries for the fiscal years then ended (collectively, the “Annual Financial Statements”) and (ii) unaudited consolidated balance sheet of the Chesapeake Companies (or predecessor thereto) and its subsidiaries at February 28, 2022, and the related consolidated statements of operations, shareholders’ equity and cash flows of the Chesapeake Companies (or predecessors thereto) and its subsidiaries for the two months then ended (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements at December 31, 2021 have been prepared in accordance with GAAP, consistently applied during the periods involved and fairly present, in all material respects, the consolidated financial position, the results of operations and cash flow of the Chesapeake Companies at the dates, and for the periods, presented therein (subject, in the case of unaudited statements, to changes resulting from normal year-end and purchase accounting adjustments, none of which adjustments are, individually or in the aggregate, material, and the absence of certain footnotes).
Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Section 4.12 of the Disclosure Letter sets forth the following financial statements of the Company:
Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Attached as Schedule 4.7(a) are true and complete copies of the Company’s (i) balance sheet as of December 31, 2014 (the “Financial Statements”). The Financial Statements are fairly present in all material respects the financial position of the Company as of the dates indicated. The balance sheets of the Company as of December 31, 2014 are referred to herein as the “Balance Sheets” and the date thereof as the “Balance Sheets Date.”
Financial Statements; Undisclosed Liabilities; Indebtedness. (a) Complete copies of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in each of the years 2016 and 2017 and the related statements of income for the years then ended (the “Financial Statements”) are included in Section 3.06(a) of the Seller Disclosure Schedule. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except with respect to the unaudited balance sheets for the absence of footnotes and year-end audit adjustments). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31, 2017 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP, consistently applied.
Financial Statements; Undisclosed Liabilities; Indebtedness. (i) Seller has previously furnished to Buyer the following financial statements (collectively, the “Financial Statements”): the unaudited balance sheets, statements of income and cash flow of Seller for calendar years 2016, 2017 and 2018. The Financial Statements have been prepared in accordance with Seller’s historical practice, consistently applied, by Seller without modification of the accounting principles used in the preparation thereof through the periods covered thereby, fairly present the financial condition and results of operations of Seller for such periods, and are correct and complete.
