Financial Statements. (a) True and complete copies of (i) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby. (b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices. (c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company. (d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice. (e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Share Purchase Agreement (NetEase, Inc.), Share Purchase Agreement (Alibaba Group Holding LTD)
Financial Statements. (a) True Trailblazer has delivered to Investor the following financial statements: (A) for the Group Companies, on a consolidated basis, an unaudited statement of operations for the three-month period ended March 31, 2015 and complete copies of (i) the an unaudited consolidated balance sheet as of March 31, 2015 (the “Interim Financial Statements”); and (B) audited financial statements of the Company Group Companies for each of the three (3) fiscal years twelve-month periods ended December 31, 2016, December 31, 2017 2012 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto 2013 (collectively referred to herein as the “Annual Consolidated Audited Financial Statements”), (ii) audited financial statements of TMON for the unaudited consolidated balance sheet of the Company as of March twelve-month period ended December 31, 2019 and June 30, 2019, respectively, and 2014 (the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company“TMON Audited Financial Statements” and, together with all related notes and schedules theretothe Consolidated Audited Financial Statements, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Audited Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies unaudited financial statements of the unaudited consolidated balance sheet of Group Companies for the Company as of August twelve-month period ended December 31, 2019, and 2014 (the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of “Unaudited Financial Statements”) (the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Audited Financial Statements and the Unaudited Financial Statements, together with the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, are prepared in accordance with the books of account Applicable Accounting Principles and other financial records of the Group Companies fairly present, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered presented thereby, (C) provided that the Interim Financial Statements and the Unaudited Financial Statements lack footnotes and other presentation items required by US GAAP and the Interim Financial Statements are subject to normal year-end adjustments. The annual accounts of TMON have been or will have been, as applicable, prepared in accordance duly filed with the Applicable Accounting Standard applied on a basis consistent with relevant commercial registry, companies house or other applicable government authority within the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebylegal period according to applicable Law.
(b) The Each Group Company has in place systems and processes (including the maintenance of proper books of account and other financial records records) that are designed to (A) provide reasonable assurances regarding the reliability of the Company Financial Statements and other (B) in a timely manner accumulate and communicate to the Group Companies (i) reflect all items Companies’ principal executive officer and principal financial officer the type of income and expense and all assets and Liabilities information that would be required to be reflected therein disclosed in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements (such systems and processes are herein referred to as the “Controls”). None of the Group Companies, or will be adequate and on a basis their respective executive officers, nor the independent auditors of the Group Companies, has identified any material deficiency regarding the Controls or the Financial Statements that has not been resolved. The Group Companies maintain revenue recognition practices consistent with the Applicable Accounting StandardPrinciples. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Each Group Company’s books and records are complete and accurate.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Investment Agreement, Investment Agreement (Groupon, Inc.)
Financial Statements. (a) True Attached as Section 4.07(a) of the Company Disclosure Schedule is a true and complete copies copy of the audited consolidated statement of financial position of the Company and the Company Subsidiaries as of December 31, 2018 and December 31, 2019, and the related audited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the years then ended (collectively, the “Annual Financial Statements”). The Annual Financial Statements (i) were prepared in accordance with ASPE applied on a consistent basis throughout the unaudited consolidated balance sheet periods indicated (except as may be indicated in the notes thereto) and (ii) fairly present, in all material respects, the financial position of the Company for each and the Company Subsidiaries as at December 31, 2018 and December 31, 2019 and the financial performance and cash flows of the three (3) fiscal Company and the Company Subsidiaries for the years ended December 31, 2016, December 31, 2017 2018 and December 31, 20182019.
(b) Attached as Section 4.07(b) of the Company Disclosure Schedule are true and complete copies of the unaudited consolidated statement of financial position of the Company and the Company Subsidiaries as of September 30, 2020 (the “2020 Financial Position Statement”), and the related unaudited consolidated statements of income, consolidated operations and cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyCompany and the Company Subsidiaries for each of the nine (9) months then ended (collectively, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Interim Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “. The Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with ASPE applied on a consistent basis throughout the books of account periods indicated (except as may be indicated in the notes thereto and other financial records of the Group Companies subject to year-end adjustments) and fairly present, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records position of the Company and other Group Companies (i) reflect all items of income the Company Subsidiaries as at September 30, 2020 and expense the financial performance and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices cash flows of the CompanyCompany and the Company Subsidiaries for the nine (9) months then ended, (ii) are complete except as otherwise noted therein and correct in all material respects, subject to normal and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Antirecurring year-Corruption Laws) and good business and accounting practicesend adjustments.
(c) All Except as and to the extent set forth on the 2020 Financial Position Statement, none of the accounts receivable owing Company or any of the Company Subsidiaries has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to any Group Company constitute valid and enforceable claims and are good and collectiblebe reflected on a statement of financial position prepared in accordance with ASPE, and have arisen from bona fide transactions, except for: (i) liabilities that were incurred in the ordinary course of business consistent since the date of such 2020 Financial Position Statement, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party, (iii) liabilities for transaction expenses in connection with past practicethis Agreement, the Transactions, the Subscription Agreements and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to payPrivate Placements, or (iv) such other rights of set-off with respect liabilities and obligations which, individually or in the aggregate, have not resulted in and would not reasonably be expected to any Group Companyresult in a Company Material Adverse Effect.
(d) All merchandise prepayment made by Since January 1, 2018, (i) neither the Company nor any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionsSubsidiary nor, in to the ordinary course of business consistent with past practice.
(e) All accounts payable Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Group Companies reflected Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls (including any significant deficiency relating thereto), including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in the Financial Statements questionable accounting or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business auditing practices and (ii) there have been paid no internal investigations regarding accounting or are not yet due and payablerevenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.
Appears in 2 contracts
Sources: Business Combination Agreement (Lion Electric Co), Business Combination Agreement (Northern Genesis Acquisition Corp.)
Financial Statements. (a) True The Company has previously provided to SPAC true and complete copies of (i) the unaudited audited consolidated balance sheet sheets and statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries as of and for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2020 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company2019, together with all related notes and schedules thereto the auditor’s report thereon (collectively referred provided that such financial statements shall not be required to herein as include a signed audit opinion, which signed audit opinion shall instead be delivered concurrently with the filing of the Registration Statement with the SEC) (the “Annual Consolidated Audited Financial Statements”), ) and (ii) the unaudited consolidated balance sheet and statements of operations, comprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries as of March 31, 2019 and June for the nine‑month period ended September 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and 2021 (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Unaudited Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (Ai) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and their consolidated cash flows for the respective periods then ended (subject, in the case of the Group Companies as Unaudited Financial Statements, to normal year‑end adjustments that are not material in the aggregate and the absence of the dates thereof and for footnotes or inclusion of limited footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods covered thereby(except as may be indicated in the notes thereto and, in the case of the Unaudited Financial Statements, the absence of footnotes or the inclusion of limited footnotes), (Ciii) have been or will have beenwere prepared from, as applicable, prepared and are in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects with, the books and records of the Company and its consolidated financial condition subsidiaries, and (iv) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement, will comply in all material respects with the applicable provisions of the Group Companies Exchange Act and the results Securities Act and the applicable accounting requirements and other rules and regulations of the operations of the Group Companies SEC applicable to a registrant, in each case, as in effect as of the respective dates thereof and for the periods covered therebythereof.
(b) The When delivered pursuant to Section 8.3, the Closing Company Financial Statements (i) will fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and their consolidated cash flows for the respective periods then ended (subject to normal year‑end adjustments that are not material in the aggregate and the absence of footnotes or inclusion of limited footnotes), (ii) will have been prepared in conformity with GAAP applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto and for the absence of footnotes or the inclusion of limited footnotes), (iii) will have been prepared from, and will be in accordance in all material respects with, the books of account and other financial records of the Company and other Group Companies its consolidated subsidiaries and (iiv) reflect all items when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of income and expense and all assets and Liabilities required to be reflected therein this Agreement in accordance with Applicable Accounting StandardSection 8.3, will comply in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, applied as in effect as of the respective dates thereof.
(c) Neither the Company nor any of its Subsidiaries is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on a basis consistent the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Financial Statements.
(d) Neither the Company nor any of its Subsidiaries has received from any employee of the Company or its Subsidiaries any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim with respect to unlawful or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the past practices Company or any of its Subsidiaries and neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any independent auditor of the Company has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) are complete and correct any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in all material respects, and do not contain the preparation of financial statements or reflect any material inaccuracies the internal accounting controls utilized by the Company or discrepancies, and (iii) have been maintained any allegation in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All writing regarding any of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companyforegoing.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Business Combination Agreement (Eleusis Inc.), Business Combination Agreement (Silver Spike Acquisition Corp II)
Financial Statements. (a) True The Company has made available to SPAC true, correct, and complete copies of (i) the unaudited consolidated balance sheet financial statement of financial position of the Company for each and its Subsidiaries, and the related audited consolidated statements of comprehensive income, changes in equity and cash flows of the three (3) fiscal years Company and its wholly-owned Subsidiaries as of and for the year ended December 31, 2016, December 31, 2017 2023 and December 31, 20182024 (the “Unaudited Company Financial Statements”), and (ii) the unaudited balance sheets of ▇▇▇▇▇▇ Singapore and its Subsidiaries, and the related unaudited consolidated statements of income, consolidated income statement and cash flow statements, shareholders’ equity statement of ▇▇▇▇▇▇ Singapore and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company its Subsidiaries as of March 31, 2019 and for the six-month period ended June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and 2025 (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Unaudited Company Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31” and, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together collectively with the Annual Consolidated Financial Statements and the Interim Consolidated Unaudited Company Financial Statements, the “Company Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. .
(b) The Company Financial Statements (Ai) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition position of the applicable Target Companies, as at the respective dates thereof, and the consolidated results of operations of the Group Companies as of the dates thereof their operations, their consolidated incomes, their consolidated changes in shareholders’ equity and their consolidated cash flows for the respective periods covered therebythen ended, (Cii) have been or will have been, as applicable, were prepared in accordance conformity with the Applicable Accounting Standard IFRS applied on a consistent basis consistent during the periods involved, except as may be indicated in the notes thereto and with respect to the past practices Interim Unaudited Company Financial Statements, subject to the absence of footnotes and normal year-end adjustments (none of which would be material, individually or in the Group Companies aggregate), and (iii) were prepared from, and are in accordance with, in all material respects, the books and (D) include or records of the applicable Target Companies. The PCAOB Financial Statements, when delivered after the date hereof by the Company for inclusion in the Registration Statement and the Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.6(a), will include, as applicable, all adjustments that are necessary for a fair presentation have been audited in accordance with the standards of the Public Company Accounting Oversight Board and will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the consolidated financial condition of SEC, the Group Companies Exchange Act and the results of the operations of the Group Companies Securities Act applicable to a registrant in effect as of the respective dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesthereof.
(c) All The Company has not identified, and has not received from any independent auditor of the accounts receivable owing Company any written notification of, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Target Companies, (ii) any fraud, whether or not material, that involves the management or other employees of the Target Companies who have a role in the preparation of financial statements or the internal accounting controls utilized by the Target Companies or (iii) any written claim or allegation regarding any of the foregoing.
(d) There are no outstanding loans or other extensions of credit made by the Target Companies to any Group executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Target Companies.
(e) As of the date hereof, the Target Companies do not have any Indebtedness.
(f) Except for those that will be reflected or reserved on or provided for in the statement of financial position of the Target Companies contained in the Company constitute valid and enforceable claims and are good and collectibleFinancial Statements, and have arisen from bona fide transactionsno Target Company has any Liabilities of a nature required to be disclosed on a balance sheet in accordance with IFRS, except for (i) those that were incurred after June 30, 2025, in the ordinary course of business consistent with past practicebusiness, and reserves therefor shown on none of which are material, individually or in the Financial Statements are or will be adequate and on aggregate, (ii) obligations for future performance under any contract to which any Target Company is a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to payparty, or other rights of set-off (iii) Liabilities incurred for transaction expenses in connection with respect to this Agreement, any Group CompanyAncillary Document or the Transactions.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Business Combination Agreement (Maywood Acquisition Corp.), Business Combination Agreement (Maywood Acquisition Corp.)
Financial Statements. (a) True Attached as Section 2.06 of the Disclosure Schedule are true and complete copies of the (ix) the unaudited consolidated audited balance sheet sheets of the Company for each as of the three (3) fiscal years ended December 31, 20162002, December 31, 2017 2003 and December 31, 2018, 2004 and the related unaudited consolidated audited statements of incomeoperations, consolidated statements of capital and statements of cash flow statements, shareholders’ equity and changes in financial position of flows for the Companyfiscal years then ended (including the notes thereto) (the "Audited Financial Statements"), together with a true and complete copy of the reports on such audited information by Ernst & Young, LLP, and all related notes and schedules thereto (collectively referred letters from such firm with respect to herein as the “Annual Consolidated Financial Statements”)results of such audits, (iiy) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, 2005 and the related consolidated statements unaudited statement of income, consolidated operations and cash flow statements, shareholders’ equity and changes in financial position of flows for the Company, together with all related notes and schedules thereto, and six months then ended (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii"June Financial Statements") and (iiiz) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31September 30, 2019, 2005 and the related consolidated statements unaudited statement of income, consolidated operations and cash flow statements, shareholders’ equity and changes in financial position of flows for the Companynine months then ended (the "Unaudited Financial Statements" and, together with all related notes and schedules thereto (together with the Annual Consolidated June Financial Statements and the Interim Consolidated Audited Financial Statements, the “"Financial Statements”"), will be delivered to the Purchaser before the commencement of the Closing Examination. The .
(b) All such Financial Statements (Ai) were or will be, as applicable, prepared in accordance with GAAP (except with respect to the books absence of account and other financial records of footnotes to the Group Companies in all material respectsUnaudited Financial Statements), (Bii) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies Company as of the respective dates thereof and for the respective periods covered thereby, (C) have been or will have been, as applicable, prepared subject in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices case of the Group Companies in all material respectsUnaudited Financial Statements to normal year-end adjustments, and (D) include or none of which will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepanciesmaterial, and (iii) have been were compiled from Books and Records of the Company regularly maintained by management and used to prepare the financial statements of the Company. The Company has maintained its Books and Records in a manner sufficient to permit the preparation of financial statements in accordance with all applicable Laws GAAP. The Company Financial Statements do not include any tangible Assets and Properties that will not continue to be owned by and physically present on Company Property after the Closing Date (including Antiexcept for inventory sold in the Ordinary Course of Business and Excluded Rights). Other than as relate to BHPA or BHR, there are no "off-Corruption Lawsbalance sheet arrangements" (as defined in Item 303(c) of Regulation S-K of the SEC) effected by the Company. Ernst & Young, which has expressed its opinion with respect to the Audited Financial Statements, is and good business and accounting practices.has been throughout the periods covered by such Audited Financial Statements "independent" with respect to the Company within the meaning of Regulation S-X.
(c) All The Company maintains internal accounting controls and controls over financial reporting sufficient to provide reasonable assurance that: (i) transactions are executed with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of its financial statements in accordance with GAAP and to maintain accountability for its assets; (iii) access to its assets is permitted only in accordance with management's general or specific authorization; (iv) the accounts receivable owing to any Group Company constitute valid reporting of its assets is compared with existing assets at regular intervals; and enforceable claims (v) accounts, notes and other receivables and inventory are good and collectiblerecorded accurately, and have arisen from bona fide transactions, in proper and adequate procedures are implemented to effect the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and collection thereof on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales current and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companytimely basis.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Trump Entertainment Resorts Funding Inc), Stock Purchase Agreement (Majestic Star Casino LLC)
Financial Statements. (a) True PCBC has furnished to PCCI true and complete copies of (i) the audited consolidated balance sheets of PCBC as of December 31, 2001 and 2002, and the audited consolidated statements of income, changes in shareholders’ equity and cash flows for the years ended December 31, 2000, 2001, and 2002, (ii) an unaudited consolidated balance sheet of the Company for each PCBC as of the three (3) fiscal years ended December 31June 30, 2016, December 31, 2017 and December 31, 20182003, and the related unaudited consolidated statement of income for the six-month period ended June 30, 2003 (such balance sheets and the related statements of income, consolidated cash flow statements, changes in shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) flows are collectively referred to herein as the “Interim Consolidated PCBC Financial Statements”) have been delivered by ). Except as described in the Company notes to the Purchaser. True and complete copies PCBC Financial Statements, the PCBC Financial Statements fairly present, in all material respects, the consolidated financial position of PCBC as of the unaudited consolidated balance sheet of the Company as of August 31, 2019, respective dates thereof and the related consolidated statements results of income, consolidated cash flow statements, shareholders’ equity operations and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and PCBC for the periods covered therebythen ended, (C) have been or will have been, as applicable, prepared in accordance conformity with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each caseGAAP, applied on a basis consistent with prior periods (subject, in the past practices case of the Companyunaudited interim financial statements, (ii) are complete to normal year-end adjustments and correct the fact that they do not contain all of the footnote disclosures required by GAAP), except as otherwise noted therein, and the accounting records underlying the PCBC Financial Statements accurately and fairly reflect in all material respects, and respects the transactions of PCBC. The PCBC Financial Statements do not contain any items of extraordinary or reflect nonrecurring income or any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, other income not earned in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companyexcept as expressly specified therein.
(db) All merchandise prepayment made PCBC has furnished, or has caused PCBNA to furnish, to PCCI, true and complete copies of the Reports of Condition and Income (“PCBC Call Reports”) for PCBNA or its predecessor for the periods ended December 31, 2001, December 31, 2002 and June 30, 2003. Such PCBC Call Reports fairly present, in all material respects, the financial position of PCBNA and the results of its operations at the dates and for the periods indicated in conformity with the Instructions for the Preparation of Call Reports as promulgated by applicable regulatory authorities. The PCBC Call Reports do not contain any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, items of special or nonrecurring income or any other income not earned in the ordinary course of business consistent except as expressly specified therein. PCBNA has calculated its allowance for loan losses in accordance with past practiceGAAP, which includes RAP where applicable, as applied to banking institutions and in accordance with all applicable rules and regulations. To the Knowledge of PCBC, the allowance for loan losses account for PCBNA is adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of PCBNA.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Pacific Capital Bancorp /Ca/), Agreement and Plan of Reorganization (Pacific Crest Capital Inc)
Financial Statements. (a) True and complete copies of As used herein, the term “Company Financials” means the (i) the unaudited consolidated balance sheet financial statements of the Company for (including, in each case, any related notes thereto), consisting of the three (3) fiscal years ended consolidated unaudited balance sheets of the Company as of December 31, 2016, December 31, 2017 2021 and December 31, 20182022, and the related consolidated unaudited consolidated income statements, changes in stockholder equity and statements of incomecash flows for the fiscal years then ended, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited financial statements, consisting of the consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, 2023 (the “Interim Balance Sheet Date”) and the related consolidated statements of incomeincome statement, consolidated cash flow statements, shareholders’ changes in stockholder equity and changes in financial position statement of cash flows for the three (3) months then ended. True and correct copies of the CompanyCompany Financials have been provided to the Purchaser. The Company Financials (i) accurately reflect the books and records of the Company as of the times and for the periods referred to therein, together (ii) were prepared in accordance with all related notes GAAP, consistently applied throughout and schedules theretoamong the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in nature or amount), and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations position of the Group Companies Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Company for the periods indicated. The Company has not been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. The Audited Financial Statements, when delivered in accordance with Section 6.26, will (X) accurately reflect the books and records of Company as of the times and for the periods covered therebyreferred to therein, (CY) have been or will have been, as applicable, prepared in accordance with GAAP, consistently applied throughout and among the Applicable Accounting Standard applied on a basis consistent with periods involved (except that the past practices of unaudited statements exclude the Group Companies footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in all material respectsnature or amount ), and (DZ) include or will include, as applicable, all adjustments that are necessary for a fair presentation fairly present in all material respects of the consolidated financial condition position of the Group Companies Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Group Companies as of the dates thereof and Company for the periods covered therebyindicated.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Merger Agreement (Digital Ally, Inc.), Merger Agreement (Clover Leaf Capital Corp.)
Financial Statements. (a) True FTC has delivered to BancPlus true, correct and complete copies of (i) the unaudited consolidated balance sheet copies, including notes, of the Company audited financial statements of FTC for each of the three (3) fiscal years ended December 31, 20162020, December 312019, 2017 and December 31, 2018, and the related unaudited including consolidated balance sheets, consolidated statements of income, consolidated statements of cash flow statementsflows, shareholders’ equity consolidated statements of comprehensive income and consolidated statements of changes in stockholders’ equity, in each case accompanied by the audit report of Postlethwaite & ▇▇▇▇▇▇▇▇▇▇▇, APAC, and unaudited interim financial position statements of FTC for the Companysix (6) months ended June 30, together with all related notes and schedules thereto 2021 (collectively referred to herein as collectively, the “Annual Consolidated FTC Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated The FTC Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations operations, changes in stockholders’ equity, and cash flows of FTC and its Subsidiaries for the Group Companies respective fiscal periods or as of the respective dates thereof therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and for amount and immaterial in any event); each of such statements (including the periods covered therebyrelated notes, where applicable) complies in all material respects with applicable accounting requirements; and each of such statements (Cincluding the related notes, where applicable) have has been or will have been, as applicable, prepared in accordance with GAAP consistently applied during the Applicable Accounting Standard applied on a basis consistent with periods involved, except, in each case, as indicated in such statements or in the past practices notes thereto. The books and records of the Group Companies in all material respectsFTC and its Subsidiaries since January 1, 2019 have been, and (D) include or will includeare being, as applicable, all adjustments that are necessary for a fair presentation maintained in {JX489484.11} PD.35183901.7 all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2019, no independent public accounting firm of the consolidated FTC has resigned (or informed FTC that it intends to resign) or been dismissed as independent public accountants of FTC as a result of or in connection with any disagreements with FTC on a matter of accounting principles or practices, financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebystatement disclosure or auditing scope or procedure.
(b) The books of account and other financial records of the Company and other Group Companies Since January 1, 2019 (i) reflect all items neither FTC nor any of income and expense and all assets and Liabilities required its Subsidiaries nor, to be reflected therein the knowledge of FTC, any director, officer, employee, auditor, accountant or representative of it or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of FTC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FTC or any of its Subsidiaries has engaged in accordance with Applicable Accounting Standardquestionable accounting or auditing practices, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all to the knowledge of FTC, no attorney representing FTC or any of its Subsidiaries, whether or not employed by FTC or any of its Subsidiaries, has reported evidence of a material respectsviolation of securities laws, and do not contain breach of fiduciary duty or reflect similar violation by FTC or any material inaccuracies of its officers, directors, employees or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All agents to FTC's board of the accounts receivable owing directors or any committee thereof or to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are FTC's directors or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companyofficers.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Share Exchange and Merger Agreement (Bancplus Corp), Share Exchange and Merger Agreement (Bancplus Corp)
Financial Statements. The Company has provided Parent with true and accurate copies of the following financial statements (collectively the “Financial Statements”):
(a) True audited consolidated and complete copies of (i) the unaudited consolidated and consolidating balance sheet sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the Company for each of the three (3) fiscal years ended December 31, 20162007, December 312008, 2017 2009 and December 31, 2018, and 2010 for the related Acquired Entities;
(b) unaudited consolidated and consolidating balance sheets and statements of income, consolidated cash flow statements, shareholderschanges in stockholders’ equity and changes in financial position cash flow as of and for the Companyfinal year ended December 31, together with all related notes and schedules thereto 2011 (collectively referred to herein as the “Annual Consolidated Financial StatementsMost Recent Year End”), ) for the Acquired Entities; and
(iic) the unaudited consolidated and consolidating balance sheet of the Company as of March 31, 2019 sheets and June 30, 2019, respectively, and the related consolidated statements of income, consolidated changes in stockholders’ equity, and cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) as of and for the two months ended February 29, 2012 (the “Balance Sheet Date”) for the Acquired Entities. Except as set forth on Schedule 4.8, the Financial Statements have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with GAAP applied on a consistent basis throughout the books of account and other periods covered thereby, present fairly the financial records condition of the Group Companies in all material respects, (B) present or will present, Acquired Entities as applicable, fairly in all material respects of such dates and the consolidated financial condition and results of operations of the Group Companies as of the dates thereof Acquired Entities for such periods, are correct and for the periods covered therebycomplete, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis and are consistent with the past practices of the Group Companies in all material respects, books and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company Acquired Entities; provided, however, that the unaudited statements for the Most Recent Year End and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Interim Financial Statements are subject to normal year-end adjustments (which will not be material individually or will be adequate in the aggregate) and lack footnotes and other presentation items. Since December 31, 2011 and except as set forth on Schedule 4.8, no Acquired Entity has effected any change in any method of accounting or accounting practice, except for any such change required because of a basis consistent with concurrent change in GAAP or to conform a Subsidiary’s accounting policies and practices to the Applicable Accounting StandardCompany’s. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material Acquired Entity has any liabilities, contingent or asserted claims, refusals to payotherwise, or other rights of setforward or long-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected term Commitments that are not disclosed in the Financial Statements or arising in the notes thereto, and except as disclosed therein, there are no unrealized or anticipated losses from any Commitments of any Acquired Entity which may reasonably be expected to cause a Material Adverse Change. Except as set forth on Schedule 4.8, during the 180 days preceding the Closing Date, the Acquired Entities (i) have collected and treated accounts receivable in a manner consistent with past practice and (ii) have paid and treated accounts payable in a manner consistent with past practice with such accounts payable being paid promptly after incurrence or receipt of an invoice related thereto. During the 180 days preceding the Closing Date, the inventory of the Acquired Entities has been maintained at levels consistent with past practice. The Company as of the Closing Date (before giving effect to the transactions contemplated by this Agreement or any financing related thereto) has cash assets ((i) excluding (A) cash equivalents and (B) monies paid by the Company and not yet, as of the Closing Date, withdrawn from or debited to its bank accounts including electronic fund transfer or checks issued, but including (ii) certificates of deposit, cash on deposit, monies received by the Company and not yet, as of the Closing Date, deposited in or credited to its bank accounts including electronic fund transfers or checks received (such monies received but not deposited or credited being “Uncredited Cash Receipts”) (such cash assets, with such exclusions and inclusions, collectively, “Cash Assets”) in an amount of at least $10,000. The Company has no outstanding liability for, and will not bear after the date thereof are or will be Closing Date, any Company Transaction Expenses. The Sellers shall pay and discharge any Company Transaction Expenses to the result extent any remain outstanding as of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (Interface Security Systems, L.L.C.), Merger Agreement (Interface Security Systems Holdings Inc)
Financial Statements. (a) True and complete copies of (i) The Company has delivered or made available (for purposes of this section, filings that are publicly available prior to the date hereof on the E▇▇▇▇ system of the Commission under the name of the Company are deemed to have been made available) to the Investor: (i) a true and complete copy of the Company’s unaudited consolidated balance sheet as of September 30, 2019 (the Company for each of the three (3“Balance Sheet Date”) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of incomeoperations, consolidated cash flow statements, shareholders’ equity and changes in financial position the Company stockholder’s deficit and cash flows for the period then ended and (ii) a true and complete copy of the Company’s audited balance sheet as of December 31, 2018 and December 31, 2017 and the related audited statements of operations, changes in the Company stockholder’s deficit and cash flows for each of the years ended December 31, 2018 and December 31, 2017, prepared in accordance with GAAP, together with all the report of M▇▇▇▇▇, LLP, the Company’s independent registered public accounting firm (the “Firm”), which has served as the Company’s auditors since the audit of its 2016 financial statements (such statements, including the related notes and schedules thereto (collectively thereto, are referred to herein as the “Annual Consolidated Financial Statements”). The Financial Statements have been prepared from, are in accordance with, and accurately reflect, the books and records of the Company, comply in all material respects with applicable accounting requirements in the case of the Financial Statements; fairly present in all material respects the financial position and the results of operations and cash flows (iiand changes in financial position, if any) the unaudited consolidated balance sheet of the Company as of March 31the times and for the periods referred to therein (subject, 2019 and June 30in the case of unaudited statements, 2019, respectively, to normally recurring year-end adjustments that are not material either individually or in the aggregate and the related consolidated statements absence of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”footnotes), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, have been prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard GAAP applied on a consistent basis consistent during the periods involved (except as set forth in the notes thereto). The Financial Statements are in form appropriate for filing with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyCommission.
(bii) The books of account Firm, which has certified the Company’s Financial Statements and other financial records of related schedules, is an independent registered public accounting firm with respect to the Company as required by the Securities Act and other Group Companies the rules and regulations promulgated thereunder and the Public Company Accounting Oversight Board (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and United States).
(iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent relationships or asserted claims, refusals to payservices, or any other rights factors that may affect the objectivity and independence of setthe Firm under applicable auditing standards. The Firm has not performed any non-off with respect audit services for any Person related to any Group the Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Securities Purchase Agreement (DPW Holdings, Inc.), Securities Purchase Agreement (DPW Holdings, Inc.)
Financial Statements. (a) True Target has Previously Disclosed, and complete delivered to Purchaser prior to the execution of this Agreement, copies of (i) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Target Financial Statements and the Interim Consolidated Financial Statementswill deliver to Purchaser copies of all financial statements, the “Financial Statements”)audited or unaudited, will be delivered of Target prepared subsequent to the Purchaser before the commencement of the Closing Examinationdate hereof. The Target Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby) (i) are or, (C) if prepared after the date of this Agreement, will be in accordance with the books and records of the Target Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as applicablethe case may be, prepared maintained in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respectsgood business practices, and (Dii) include present or will includepresent, as applicablethe case may be, all adjustments that are necessary for a fair presentation in all material respects of fairly the consolidated financial condition position of the Group Companies and the results of the operations of the Group Target Companies as of the dates thereof indicated and the consolidated results of operations, changes in shareholders’ equity, and cash flows of the Target Companies for the periods indicated, in accordance with GAAP (subject to any exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal recurring year-end adjustments that are not Material). To the Knowledge of Target, (x) the Target Financial Statements do not contain any untrue statement of a Material fact or omit to state a Material fact necessary to make the Target Financial Statements not misleading with respect to the periods covered thereby; and (y) the Target Financial Statements fairly present, in all Material respects, the financial condition, results of operations and cash flows of Target as of and for the periods covered therebyby them.
(b) The books of account Target’s external auditor is and other financial records of has been throughout the Company and other Group Companies periods covered by the Target Financial Statements (i) reflect all items “independent” with respect to Target within the meaning of income Regulation S-X under the 1933 Act and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and compliance with subsections (iiig) have been maintained in accordance with all applicable Laws through (including Anti-Corruption Lawsl) and good business and accounting practices.
(c) All of Section 10A of the accounts receivable owing to any Group Company constitute valid 1934 Act and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable related rules of the Group Companies reflected in SEC and the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and Public Company Accounting Oversight Board. Except as Previously Disclosed, Target’s auditors have been paid or are not yet due and payableperformed any non-audit services for Target since January 1, 2003.
Appears in 2 contracts
Sources: Merger Agreement (Abc Bancorp), Merger Agreement (First National Banc Inc)
Financial Statements. (a) True Prior to the date of the Initial Agreement, the Company provided to TPG and complete copies of THL (i) the annual combined balance sheets of the Company and its Subsidiaries as of December 31, 2003 and 2002 and the related combined statements of earnings, equity and comprehensive earnings and cash flows for each of the years in the three-year period ended December 31, 2003 (the "Annual Combined Financial Statements"), together with the notes thereto, and the draft report of KPMG LLP thereon which includes a legend indicating that certain transactions would have to be completed before KPMG LLP would be in a position to issue the draft report in final form, and (ii) the unaudited consolidated combined balance sheet of the Company for each of and its Subsidiaries as at June 30, 2004 reviewed by KPMG LLP (the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018"Interim Balance Sheet"), and the related unaudited consolidated combined statements of incomeearnings and cash flows, consolidated cash flow statementsfor the six (6) month period then ended, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated "Unaudited Financial Statements”"), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated . The Unaudited Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Combined Financial Statements and are referred to as the Interim Consolidated "Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination". The Financial Statements (A) were or will be, as applicable, have been prepared in accordance with U.S. generally accepted accounting principles consistently applied ("GAAP") and fairly present the books of account combined financial condition, assets and other financial records of the Group Companies in all material respectsliabilities, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered therebyoperations, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respectscash flows, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation changes in all material respects of the consolidated financial condition of the Group Companies equity and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records comprehensive earnings of the Company and other Group Companies (i) reflect all items its Subsidiaries as of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standardthe dates, and for the periods, indicated therein, subject in each casethe case of the Unaudited Financial Statements to lack of footnotes and a statement of changes in equity and comprehensive earnings and normal year end adjustments that will not be material. Since June 30, applied on a basis consistent with the past practices 2004, there has not been any change of the Company's accounting principles, (ii) are complete methods, or policies except as required by GAAP or as would not reasonably be expected to have a Material Adverse Effect. The results and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All accounts of the accounts receivable owing to any Group Company constitute valid and enforceable claims and entities listed on disclosure Schedule 3.10 are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected included in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and Statements, but have been paid or excluded from the final formation of the Company and its Subsidiaries and are therefore, not yet due and payablesubject to the terms of this Transaction.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Fidelity National Financial Inc /De/), Stock Purchase Agreement (Fidelity National Financial Inc /De/)
Financial Statements. (a) True The interim unaudited financial statements for the Borrower and complete its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP.
(ib) the unaudited The audited consolidated balance sheet of the Company for each Borrower and its Subsidiaries as of the three (3) fiscal years end of the Fiscal Year ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated income and cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyBorrower and its Subsidiaries for such Fiscal Year, together with all related notes and schedules thereto copies of which have been furnished to each Lender, (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (Ai) were or will be, as applicable, prepared in accordance conformity with the books of account GAAP and other financial records of the Group Companies (ii) fairly present in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations of the Group Companies as of the dates thereof and cash flow for the periods covered thereby, (C) have been or will have been, as applicable, prepared period indicated in accordance conformity with the Applicable Accounting Standard GAAP applied on a basis consistent with prior years (except for changes with which the past practices of the Group Companies in all material respects, Borrower’s Accountants shall concur and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) shall have been maintained disclosed in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesthe notes to the financial statements).
(c) All Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the accounts receivable owing to Restatement Effective Date, any Group Company constitute valid and enforceable claims and are good and collectiblematerial obligation, and have arisen from bona fide transactionscontingent liability or liability for taxes, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are long-term leases (other than operating leases) or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods unusual forward or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of setlong-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies term commitment that is not reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions financial statements referred to in the ordinary course of business clause (b) above and have been paid or are not yet due and payableotherwise permitted by this Agreement.
Appears in 2 contracts
Sources: Credit Agreement (B. Riley Financial, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Financial Statements. (a) True The Company has prepared, or caused to be prepared, and complete copies of made available to Buyer (i) the unaudited audited consolidated balance sheet of the Company for each and its Subsidiaries as of the three (3) fiscal years ended December 31January 1, 2016, December 31, 2017 and December 31, 20182011, and the related unaudited audited consolidated statements of incomeoperations, consolidated cash flow statements, shareholdersmembers’ equity and changes in financial position cash flows of the CompanyCompany and its Subsidiaries for the twelve (12) month period then ended, together with all related including the notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Audited Company Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31July 2, 2019 and June 30, 2019, respectively2011 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of income, consolidated operations and cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet flows of the Company as of August 31, 2019, and its Subsidiaries for the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto fiscal quarterly period then ended (together with the Annual Consolidated Latest Balance Sheet, the “Unaudited Company Financial Statements Statements,” and together with the Interim Consolidated Audited Financial Statements, the “Financial Statements”). Except as set forth therein, will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, have been prepared in accordance with GAAP applied on a consistent basis throughout the books of account periods indicated therein (provided that the Unaudited Company Financial Statements may lack footnotes and other financial records presentation items required by GAAP and may not be reflective of the Group Companies normal, year-end adjustments and reclassifications) and with each other and present fairly, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and position, results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records cash flows of the Company and other Group Companies its Subsidiaries as of the respective dates and during the respective periods indicated therein. The Company and the Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise), except (i) reflect all items of income as disclosed, reflected or reserved against in the balance sheets included in the Financial Statements and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Companynotes thereto, (ii) are complete for liabilities and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, obligations incurred in the ordinary course of business consistent with past practice, and reserves therefor shown on practice since the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable date of the Group Companies reflected Latest Balance Sheet and not in the Financial Statements violation of this Agreement or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable(iii) for Taxes.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Blount International Inc)
Financial Statements. (a) True Attached hereto as Exhibit D are true and complete copies of of: (i) the unaudited consolidated audited balance sheet of the Company for each Parmalat USA Corporation and subsidiaries as of the three (3) fiscal years ended December 3128, 2016, December 31, 2017 2002 and December 3129, 2018, 2001 and the related unaudited consolidated audited statements of income, consolidated operations and cash flow statements, shareholders’ equity and changes in financial position of for the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), years then ended; (ii) the (A) unaudited consolidating balance sheets of Parmalat USA Corporation and subsidiaries as of December 27, 2003, (B) the unaudited consolidated balance sheet statement of earnings of Parmalat USA Corporation and subsidiaries for the year then ended, and (C) the unaudited consolidated statement of cash flows of Parmalat USA Corporation and subsidiaries for the year then ended, in each case as regularly prepared in the ordinary course of business by the management of the Company as of March 31, 2019 and June 30, 2019, respectively, and (the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, "2003 Management Financial Statements"); and (iii) the calculation details (A) unaudited consolidating balance sheet of the Estimated Balance Sheet Date Net Debt Parmalat USA Corporation and the Estimated Balance Sheet Date Net Working Capital subsidiaries as of May 22, 2004, ((iiB) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet statement of earnings of Parmalat USA Corporation and subsidiaries for the month then ended and (C) the unaudited consolidated statement of cash flows of Parmalat USA Corporation and subsidiaries for the month then ended, in each case as regularly prepared in the ordinary course of business by the management of the Company as of August 31, 2019, and (the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes "2004 Period Financial Statements"). Subject to the matters discussed in financial position Section 3.12 of the CompanyDisclosure Letter, together with all related notes and schedules thereto (together with the Annual Consolidated 2003 Management Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The 2004 Period Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition of the Seller at the date specified and the results of its operations of the Group Companies as of the dates thereof and cash flows for the periods covered thereby, (C) period specified and have been or will have been, as applicable, prepared in accordance with U.S. generally accepted accounting principles, consistently applied ("GAAP"), from the Applicable Accounting Standard applied on a basis consistent with the past practices books and records of the Group Companies in all material respectsSeller, which accurately and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation fairly reflect in all material respects the transactions of, acquisition and dispositions of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standardby, and incurrence of Liabilities by the Seller, except that the 2003 Management Financial Statements and 2004 Period Financial Statements are in each casethe form regularly used by management for internal financial reporting purposes, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or the footnote and other supplemental disclosures required for financial statements by GAAP, do not reflect any material inaccuracies or discrepancies, and (iii) have been maintained normal year-end adjustments that may be made in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All respect of the accounts receivable owing to any Group Company constitute valid and enforceable claims subsequent commencement by the Seller of the Bankruptcy Cases and are good and collectible, and have arisen from bona fide transactions, not in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided form in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable which audited financial statements of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableSeller would appear if such financial statements were prepared.
Appears in 2 contracts
Financial Statements. (a) True Attached as Schedule 2.8 are true and complete copies of (i) the unaudited most recent draft of the preliminary unaudited, consolidated balance sheet of the Company for each (the "Latest Balance Sheet") as of the three (3) fiscal years ended December March 31, 2016, December 31, 2017 and December 31, 2018, 1997 (the "Latest Balance Sheet Date") and the related unaudited unaudited, consolidated statements of income, consolidated operations and cash flow statements, shareholders’ equity for the nine months then ended and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited audited, consolidated balance sheet sheets of the Company as of March 31, 2019 and June 30, 2019, respectively, 1995 and 1996 and the related audited, consolidated statements of income, consolidated operations and cash flow statementsfor the 12 months then ended (collectively, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated "Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”"), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other Financial Statements present fairly the financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices condition of the Company, on a consolidated basis (reflecting all appropriate intercompany eliminations and adjustments), at the dates specified and the results of its operations for the periods specified and have been prepared in accordance with generally accepted accounting principles in the Unites States, consistently applied, (i) except as otherwise disclosed in the Financial Statements or in the SEC Filings, and (ii) except that the interim Financial Statements (which do not include a statement of cash flow) are complete subject to the absence of footnote disclosure and correct to changes resulting from normal period-end adjustments for recurring accruals, which will not be material individually or in all material respects, and the aggregate. The Financial Statements do not contain any items of a special or nonrecurring nature, except as expressly stated therein. The Financial Statements have been prepared from the books and records of the Company, which accurately and fairly reflect any material inaccuracies or discrepanciesall the transactions of, acquisitions and dispositions of assets by, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) incurrence of liabilities by the Company. All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, reflected on the Latest Balance Sheet arose in the ordinary course of business consistent with past practiceand, and reserves therefor shown on in the Financial Statements aggregate, are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, fully collectible in the ordinary course of business consistent with past practice.
(e) All accounts payable of business, without resort to litigation, at the Group Companies face amount thereof, less any reserve reflected in the Financial Statements Latest Balance Sheet, and will not be subject to counterclaim, set-off or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableother reduction.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Computer Integration Corp), Stock Purchase Agreement (Codinvest LTD)
Financial Statements. (a) True and complete The Company has previously made available to Parent copies of (i) the unaudited consolidated balance sheet of the Company for each and the Company Subsidiaries as of the three (3) fiscal years ended December 31, 20162001, December 31, 2017 2002 and December 31, 20182003, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholderschanges in stockholders’ equity and changes cash flows for the years then ended as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (such financial position statements, the “Company 2003 Financial Statements”) filed with the SEC under the Exchange Act, accompanied by the audit reports of KPMG LLP and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, as applicable, independent public accountants with respect to the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of Company and the Company Subsidiaries as of March 31, 2019 and June 30, 2019, respectively2004, and the related consolidated statements of income, consolidated income and cash flow statements, shareholders’ equity and changes in financial position flows of the three-month periods then ended, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (the “Company Interim Financial Statements,” and together with all related notes and schedules theretothe Company 2003 Financial Statements, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Company Financial Statements”) have been delivered by the Company to the Purchaser). True and complete copies of the unaudited The December 31, 2003 consolidated balance sheet of the Company as of August 31, 2019, and (including the related consolidated statements of incomenotes, consolidated cash flow statements, shareholders’ equity and changes where applicable) included in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Company Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly presents in all material respects the consolidated financial condition and results of operations position of the Group Companies Company and the Company Subsidiaries as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respectsdate thereof, and the other financial statements included in the Company Financial Statements (Dincluding the related notes, where applicable) include or will include, as applicable, all adjustments that are necessary for a fair presentation fairly present in all material respects of the consolidated financial condition of the Group Companies and the results of the operations consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Group Companies Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates thereof therein set forth, subject in the case of the Company Interim Financial Statements to normal year-end audit adjustments in amounts that are immaterial in nature and for amount and are consistent with past experience. Each of the Company Financial Statements (including the related notes, where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the periods covered therebyinvolved, except as indicated in such statements or in the notes thereto. The books and records of the Company and the Company 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.
(b) The books of account records, systems, controls, data and other financial records information of the Company and other Group Companies the Company Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not have a materially adverse effect on the system of internal accounting controls described in the following sentence. The Company and the Company Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company (i) reflect all items of income has designed disclosure controls and expense and all assets and Liabilities required procedures to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of ensure that material information relating to the Company, including the Company Subsidiaries, is made known to the management of the Company by others within those entities and (ii) are complete has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and correct the audit committee of the Company Board (A) any significant deficiencies in all material respects, and do not contain the design or reflect operation of internal controls which could adversely affect in any material inaccuracies or discrepanciesrespect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (iiiB) any fraud, whether or not material, that involves management or other employees who have been maintained a significant role in accordance with all applicable Laws (including Anti-Corruption Laws) the Company’s internal controls. The Company has made available to Parent a summary of each such disclosure made by management to the Company’s auditors and good business and accounting practicesaudit committee since January 1, 2002.
(c) All Except for those liabilities that are reflected or reserved against on the March 31, 2004 consolidated balance sheet of the accounts receivable owing to any Group Company constitute valid included in the Company Interim Financial Statements and enforceable claims and are good and collectible, and have arisen from bona fide transactions, for liabilities incurred in the ordinary course of business consistent with past practicepractice since March 31, 2004 that are immaterial in nature or amount, since such date, neither the Company nor any of the Company Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and reserves therefor shown on the Financial Statements are whether due or will to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided reflected in order to complete a consolidated balance sheet of the sales and to entitle Company or would, individually or in the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claimsaggregate, refusals to pay, or other rights of set-off with respect to any Group have a Material Adverse Effect on the Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Merger Agreement (Exult Inc), Merger Agreement (Hewitt Associates Inc)
Financial Statements. (a) True and complete copies of (i) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) Attached on Schedule 3.04 are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True true and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related pro forma consolidated statements of incomeincome of Bravo for the years ending December 31, consolidated cash flow statements2001, shareholders’ equity 2000 and changes in financial position 1999 (the "Bravo Income Statements") and pro forma balance sheets of Bravo as of each such date (the Company"Bravo Balance Sheets" and, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Bravo Income Statements, the “"Bravo Financial Statements”"), will be delivered to the Purchaser before the commencement of the Closing Examination. The Bravo Financial Statements (Ax) were or will be, as applicable, prepared in accordance with GAAP consistently applied except for certain items set forth on Schedule 3.04 that would require reclassification and certain expenses as described in the books of account footnotes to the Bravo Financial Statements or in Schedule 3.04 and other financial records of the Group Companies in all material respects, (By) present or will present, as applicable, fairly in all material respects the consolidated results of its operations for the periods then ended and its financial condition as of each such date, as applicable. Cablevision has also provided to NBC Holdings a pro forma balance sheet of Bravo as of June 30, 2002 and a pro forma income statement of Bravo for the six months ended June 30, 2002 (the "Bravo Interim Financial Statements"). The Bravo Interim Financial Statements were prepared in accordance with GAAP consistently applied in all material respects with the Bravo Financial Statements, subject to normal year-end adjustments (which are not expected to be material in amount) and present fairly in all material respects the financial position and results of operations of the Group Companies Bravo as of at the dates thereof and for the periods covered thereby, period indicated.
(Cb) have been or will have been, as applicable, None of the Companies has any Liabilities required to be recorded on a financial statement prepared in accordance with GAAP (including in the Applicable Accounting Standard applied notes thereto), other than Liabilities (i) reflected or reserved on the June 30, 2002 balance sheet forming part of the Bravo Interim Financial Statements, (ii) set forth in Schedule 3.04 or (iii) incurred since June 30, 2002 in the ordinary course of business, consistent with past practice, of the Companies and which, either individually or in the aggregate, do not and would not reasonably be expected to have a Company Material Adverse Effect. To the extent required by GAAP, reserves are reflected on the June 30, 2002 balance sheet forming part of the Bravo Interim Financial Statements against the Liabilities of the Companies in amounts established on a basis consistent with the past practices of the Group Companies and in all accordance with GAAP.
(c) Any description of Bravo in (i) the Cablevision SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, contain any untrue statement of a material respectsfact or omit a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and (Dii) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects each of the consolidated financial condition statements (including, in each case, any notes thereto) contained in the Cablevision SEC Reports was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Group Companies SEC), and each fairly presented the consolidated financial position, results of operations and cash flows of Cablevision and its consolidated Subsidiaries as at the operations of the Group Companies as of the respective dates thereof and for the respective periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected indicated therein in accordance with Applicable Accounting Standard, and in each case, GAAP applied on a consistent basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactionssubject, in the ordinary course case of business consistent with past practiceunaudited statements, to normal and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of setrecurring year-off with respect to any Group Companyend adjustments).
(d) All merchandise prepayment made by Except as set forth on Schedule 3.04, all accounts payable and accounts receivable between any Group Company constitute valid of the Companies, on the one hand, and enforceable claims and any one or more of the Cablevision Companies, on the other hand, will have arisen from bona fide transactions, in been collected or paid prior to the ordinary course of business consistent with past practiceClosing.
(e) All accounts payable As of the Group Companies reflected in Closing and after giving effect to the Financial Statements or arising after Reorganization Transactions and other contemporaneous transactions occurring on the date thereof are or Closing Date, (i) BHC and B2HC will be the have no Liabilities other than (x) contingent Liabilities that arise as a result of bona fide transactions Liabilities of Bravo for which BHC or B2HC have liability by virtue of their status as general partners of Bravo, (y) contingent Liabilities arising under this Agreement or the Related Agreements, if applicable, and (z) Liabilities in respect of accrued but not currently payable franchise taxes; (ii) BHC and B2HC will have no assets except for the ordinary course of business Cablevision Bravo Interest and their rights under this Agreement and the Related Agreements; and (iii) the Companies will have been paid or are not yet due and payableno Indebtedness.
Appears in 2 contracts
Sources: Merger Agreement (Cablevision Systems Corp /Ny), Merger Agreement (General Electric Co)
Financial Statements. The (a) True audited consolidated balance sheets of Company and complete copies its subsidiaries as of December 31, 2006 and December 31, 2007 (ithe “Balance Sheet Date”) and the related audited consolidated statements of income, changes in owner’s equity, and cash flow for the 12 months ended December 31, 2005, December 31, 2006 and December 31, 2007, and (b) an unaudited consolidated balance sheet of the Company for each and its subsidiaries as of the three (3) fiscal years ended December March 31, 2016, December 31, 2017 and December 31, 20182008 (the “Interim Balance Sheet Date”), and the related unaudited consolidated statements of income, consolidated changes in owner’s equity, and cash flow statements, shareholders’ equity and changes in financial position of for the Company, together with all related notes and schedules thereto year then ended (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statementscollectively, the “Financial Statements”), ) that have been provided to Parent or will be delivered provided prior to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will becomply in all material respects with all accounting requirements applicable to Company and its subsidiaries, as applicable, have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied (except as may be indicated in the books of account notes thereto), and other financial records of the Group Companies fairly present, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition position of Company and results of operations of the Group Companies its subsidiaries as of at the dates thereof and the results of its operations and cash flows for the periods covered therebythen ended (subject, (C) have in the case of unaudited statements, to normal, recurring audit adjustments not material in scope or amount). There has been no change in Company’s accounting policies or will have been, as applicable, prepared the methods of making accounting estimates or changes in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments estimates that are necessary for a fair presentation in all material respects of to the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records Financial Statements. Section 3.1.5 of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting StandardDisclosure Schedule lists, and in each case, applied on a basis consistent with the past practices Company has delivered to Parent copies of the Companydocumentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (iias defined in Item 303(c) are complete and correct in all material respects, and do not contain of Regulation S-K promulgated by the SEC) effected by Company or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of its subsidiaries since the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in fullBalance Sheet Date. There are no material contingent liabilities, claims or asserted claimsobligations of any nature, refusals whether accrued, absolute, contingent, anticipated or otherwise, whether due or to paybecome due, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies that are not reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions notes thereto. Except as disclosed in the ordinary course Financial Statements, neither Company nor its subsidiaries is a guarantor or indemnitor of business and have been paid any indebtedness or are not yet due and payableother liability of any other Person.
Appears in 2 contracts
Sources: Merger Agreement (Flow International Corp), Merger Agreement (Flow International Corp)
Financial Statements. (a) True The Company has heretofore furnished to HCIC true and complete copies of (i) the unaudited audited consolidated balance sheet financial statements of the Company for each and the Company Subsidiaries as of the three (3) fiscal years ended December 31, 20162019, as for the year then ended which contain an unqualified report of the Company’s auditors (the “2019 Audited Financial Statements”) and a copy of the draft consolidated financial statements of the Company and the Company Subsidiaries as of December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto 2020 (collectively referred to herein as the “Annual Consolidated 2020 Financial Statements”), which are attached as Section 4.07(a) of the Company Disclosure Schedule. The 2019 Audited Financial Statements (including the notes thereto) (i) were prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) fairly present, in all material respects, the unaudited consolidated balance sheet financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of March 31and at the date thereof and for the period indicated therein, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules theretoexcept as otherwise noted therein, and (iii) were audited in accordance with the calculation details auditing standards of the Estimated Balance Sheet Date Net Debt AICPA. The 2020 Financial Statements (including the notes thereto) (i) were prepared in accordance with Regulation S-X and GAAP applied on a consistent basis throughout the Estimated Balance Sheet Date Net Working Capital periods indicated (except as may be indicated in the notes thereto), (ii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein, and (iii) are collectively referred were prepared in accordance with PCAOB standards.
(b) The Company has heretofore made available to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True HCIC true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of August March 31, 20192021 (the “Interim Financial Statements Date”), and the related unaudited consolidated statements of income, consolidated operations and comprehensive loss and cash flow statements, shareholders’ equity and changes in financial position flows of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements Company and the Interim Consolidated Financial StatementsCompany Subsidiaries for the three-month period then ended (collectively, the “Interim Financial Statements”), will be delivered to the Purchaser before the commencement which are attached as Section 4.07(b) of the Closing ExaminationCompany Disclosure Schedule. The Interim Financial Statements (A) were or will be, as applicable, prepared in accordance with GAAP applied on a consistent basis throughout the books periods indicated (except for the omission of account footnotes and other financial records of the Group Companies subject to year-end adjustments) and fairly present, in all material respects, (B) present or will presentthe financial position, as applicable, fairly in all material respects the consolidated financial condition and results of operations and cash flows of the Group Companies Company and the Company Subsidiaries as of and at the dates date thereof and for the periods covered therebyperiod indicated therein, (C) have been or will have beenexcept as otherwise noted therein and subject to recurring adjustments normally made at year-end, as applicableincluding accounting for the Company’s preferred stock, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respectswarrants, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Antishare-Corruption Laws) and good business and accounting practicesbased awards.
(c) All Except as and to the extent set forth on the Audited Financial Statements or the Interim Financial Statements, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred in the ordinary course of business of the Company and each Company Subsidiary, as applicable, since the Interim Financial Statements Date, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party or (iii) such other liabilities and obligations which would not, individually or in the aggregate, be material and adverse to the Company and Company Subsidiaries, taken as a whole.
(d) Since the Formation Date, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.
(e) All accounts receivable owing to any Group of the Company constitute valid and enforceable claims and are good and collectible, and the Company Subsidiaries reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions, transactions in the ordinary course of business consistent with past practicepractices and in accordance with GAAP and are collectible, and reserves therefor shown on subject to bad debts reserved in the Interim Financial Statements are or will be adequate and on a basis consistent with Statements. To the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete knowledge of the sales and to entitle the respective Group Company to collect Company, such accounts receivable receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in full. There are no material contingent or asserted claimsordering, refusals to payshipping, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionspricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practicepractices. Since December 31, 2020, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its sales practices or methods, including such practices or methods in accordance with which the Company or any of the Company Subsidiaries sell goods, fill orders or record sales.
(ef) All accounts payable of the Group Companies Company and the Company Subsidiaries reflected in on the Interim Financial Statements or arising after the date thereof thereafter are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2020, the Company and the Company Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the timing of such payment.
Appears in 2 contracts
Sources: Merger Agreement (Hennessy Capital Investment Corp. V), Merger Agreement (Hennessy Capital Investment Corp. V)
Financial Statements. (a) True and complete copies of (i) Prior to the unaudited consolidated date hereof, Seller has made available to Buyer the audited balance sheet of the Company for each Jorf as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 20182005, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity equity, and changes in financial position of cash flows for the Company, together with all related notes and schedules thereto year then ended (collectively referred to herein as the “Annual Consolidated Jorf Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated The Jorf Financial Statements and the Interim Consolidated Financial Statementswere prepared, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will in accordance with GAAP and fairly present, as applicable, fairly in all material respects respects, the consolidated financial condition and position, results of operations and cash flows of the Group Companies Jorf as of the dates thereof December 31, 2005 and for the periods covered thereby, except as disclosed by the Jorf Financial Statements (Cor the notes thereto).
(b) have been or will have beenPrior to the date hereof, Seller has made available to Buyer the audited balance sheet of Jubail as applicableof December 31, prepared in accordance with 2005, and the Applicable Accounting Standard applied on a basis consistent with related statements of income, shareholders’ equity and cash flows for the past practices of year then ended (the Group Companies “Jubail Financial Statements”). The Jubail Financial Statements were prepared, in all material respects, in accordance with GAAP and (D) include or will includefairly present, as applicable, all adjustments that are necessary for a fair presentation in all material respects of respects, the consolidated financial condition of the Group Companies and the position, results of the operations and cash flows of the Group Companies Jubail as of the dates thereof December 31, 2005 and for the periods covered thereby, except as disclosed by the Jubail Financial Statements (or the notes thereto).
(bc) The books Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Neyveli as of March 31, 2006, and the related profit and loss account and other financial records of cash flow statement for the Company and other Group Companies year then ended (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standardthe “Neyveli Financial Statements”). The Neyveli Financial Statements were prepared, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) GAAP and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactionsfairly present, in all material respects, the ordinary course financial position, results of business consistent with past practiceoperations and cash flows of Neyveli as of March 31, 2006 and reserves therefor shown on for the periods covered thereby, except as disclosed by the Neyveli Financial Statements are (or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companynotes thereto).
(d) All merchandise prepayment Prior to the date hereof, Seller has made by any Group Company constitute valid available to Buyer the audited balance sheet of Takoradi as of December 31, 2005, and enforceable claims the related statements of income and have arisen from bona fide transactionscash flows for the year then ended (the “Takoradi Financial Statements”). The Takoradi Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the ordinary course financial position, results of business consistent with past practiceoperations and cash flows of Takoradi as of December 31, 2005 and for the periods covered thereby, except as disclosed by the Takoradi Financial Statements (or the notes thereto).
(e) All accounts payable Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Shuweihat CMS International Power Company PJSC as of December 31, 2005, and the related statements of income, shareholders’ equity, and cash flows for the year then ended (the “Shuweihat Financial Statements”). The Shuweihat Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Shuweihat CMS International Power Company PJSC as of December 31, 2005 and for the periods covered thereby, except as disclosed by the Shuweihat Financial Statements (or the notes thereto).
(f) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Taweelah as of December 31, 2005, and the related statements of income, shareholders’ equity and cash flows for the year then ended (the “Taweelah Financial Statements”). The Taweelah Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Emirates CMS Power Company PJSC as of December 31, 2005 and for the periods covered thereby, except as disclosed by the Taweelah Financial Statements (or the notes thereto).
(g) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of CMS Energy (UK) Limited as of December 31, 2004, and the related profit and loss account for the year then ended (the “UK Financial Statements”). The UK Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of CMS Energy (UK) Limited as of December 31, 2004 and for the periods covered thereby, except as disclosed by the UK Financial Statements (or the notes thereto).
(h) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Jorf Lasfar Handelsbolag as of December 31, 2005, and the related statements of income, shareholders’ equity, and cash flows for the year then ended (the “JLH Financial Statements”). The JLH Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Jorf Lasfar Handelsbolag as of December 31, 2005 and for the periods covered thereby, except as disclosed by the JLH Financial Statements (or the notes thereto).
(i) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Jorf Lasfar Energiaktiebolag as of December 31, 2005, and the related statements of income, shareholders’ equity, and cash flows for the year then ended (the “JLE Financial Statements”). The JLE Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Jorf Lasfar Energiaktiebolag as of December 31, 2005 and for the periods covered thereby, except as disclosed by the JLE Financial Statements (or the notes thereto).
(j) Prior to the date hereof, Seller has made available to Buyer the audited balance sheet of Jorf Lasfar Power Energy Aktiebolag as of December 31, 2005, and the related statements of income, shareholders’ equity, and cash flows for the year then ended (the “JLPE Financial Statements”). The JLPE Financial Statements were prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of Jorf Lasfar Power Energy Aktiebolag as of December 31, 2005 and for the periods covered thereby, except as disclosed by the JLPE Financial Statements (or the notes thereto).
(k) Prior to Closing, Seller will make available to Buyer each of the Group Companies reflected in 2006 Financial Statements, to the extent provided pursuant to Section 5.19. Each of the 2006 Financial Statements or arising after will be prepared, in all material respects, in accordance with GAAP and fairly present, in all material respects, the financial position, results of operations and cash flows of the relevant Material Subsidiary, as of the date thereof are or will be of such 2006 Financial Statements and for the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableperiods covered thereby, except as disclosed by such 2006 Financial Statements.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (CMS Energy Corp), Purchase and Sale Agreement (Consumers Energy Co)
Financial Statements. (a) True Seller has previously made available to Buyer true, complete and complete correct copies of the (i) the unaudited consolidated balance sheet audited combined statements of assets, liabilities and parent funding of the Company Transferred Business for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2013 (the “Newco Balance Sheet”) and December 31, 20182012, and the related audited combined statements of operations, cash flows and parent funding for the fiscal year ended December 31, 2013 and December 31, 2012, including the notes thereto and together with an unqualified report of Seller’s independent accountant thereon (together with any reports related thereto, collectively, the “Newco Audited Financial Statements”) and (ii) unaudited combined statements of assets, liabilities and parent funding of the Transferred Business for the nine months ended September 30, 2014, and the related unaudited consolidated combined statements of incomeoperations, consolidated cash flow statementsflows and parent funding for the nine months ended September 30, shareholders’ equity and changes in financial position of 2014 (collectively, the Company“Newco Unaudited Financial Statements” and, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Newco Audited Financial Statements, the “Newco Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. .
(b) The Newco Financial Statements (A) were or will bepresent fairly, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will presentthe financial position, as applicablecash flow, fairly in all material respects the consolidated financial condition parent funding and results of operations of the Group Companies Transferred Business as of the dates thereof specified therein and for the periods covered thereby, (C) have been or will have been, as applicable, period then ended and were prepared in accordance with the Applicable Accounting Standard GAAP applied on in a basis manner consistent with the Seller’s past practices with respect to the Transferred Business and are compliant with Regulation S-X, in each case, except as otherwise noted therein and, in the case of the Group Companies Newco Unaudited Financial Statements, subject to (x) the absence of notes and (y) normal year-end audit adjustments.
(c) The Financial Statements, when delivered pursuant to this Agreement, shall present fairly in all material respects, the financial position, cash flow, changes in parent funding and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies Transferred Business as of the dates thereof specified therein and for the periods covered thereby.
then ended (b) on an historical basis and in compliance with Regulation S-X), except as otherwise noted therein and, in the case of unaudited interim statements, subject to normal year-end audit adjustments. The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to Financial Statements shall be reflected therein prepared in accordance with Applicable Accounting StandardGAAP, applied in a manner consistent with Seller’s past practices with respect to the Transferred Business and in compliance with Regulation S-X, in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactionsexcept as otherwise noted therein and, in the ordinary course case of business consistent with past practiceunaudited statements, subject to (x) the absence of notes and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set(y) normal year-off with respect to any Group Companyend audit adjustments.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, Except as set forth in the ordinary course Newco Unaudited Financial Statements, since September 30, 2014, Seller and its Subsidiaries conducting the Transferred Business have not incurred any Liabilities that are of business consistent a nature that would be required to be disclosed on a combined balance sheet prepared consistently with past practicethe Newco Financial Statements or in the notes thereto prepared in conformity with GAAP, other than (i) Liabilities incurred in the Ordinary Course; (ii) other Liabilities under Contracts, Communications Licenses and other permits and licenses in accordance with the terms thereof (other than as a result of any breach thereof by Seller or its Subsidiaries); (iii) Liabilities that individually or in the aggregate would not reasonably be expected to be material to the Transferred Business; and (iv) Liabilities incurred in connection with the transactions contemplated by this Agreement prior to the date of this Agreement or to the extent permitted by this Agreement on or after the date of this Agreement. Notwithstanding the foregoing, the representations and warranties in this Section 4.7(d) shall not apply to any subject matters that are addressed by other representations and warranties in Section 4.8 (Litigation and Claims), Section 4.9 (Taxes), Section 4.12 (Compliance with Laws; Communications Authorizations) and Section 4.13 (Environmental Matters).
(e) All accounts payable Other than (i) the Debt Obligations and (ii) Indebtedness of the Group Companies reflected less than $5,000,000 in the Financial Statements or arising after aggregate, the date thereof are or will be the result of bona fide transactions in the ordinary course of business and Transferred Companies have been paid or are not yet due and payableno Indebtedness.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Verizon Communications Inc), Securities Purchase Agreement (Frontier Communications Corp)
Financial Statements. (a) True Section 3.6(a) of the Everest Disclosure Schedule sets forth true, complete and complete accurate copies of (i) the unaudited audited consolidated balance sheet of the Company for each Everest and its Subsidiaries as of the three (3) fiscal years ended December 31, 2016, 2018 and December 31, 2017 and December 31, 2018, and the related unaudited consolidated audited statements of income, consolidated cash flow statements, flows and shareholders’ equity and changes in financial position of for the Company, together with all related notes and schedules thereto fiscal year then ended (collectively referred to herein as the “Everest Annual Consolidated Financial Statements”), ) and (ii) the unaudited consolidated balance sheet of the Company Everest and its Subsidiaries as of March 31September 30, 2019 and June 30, 2019, respectively, and the related consolidated unaudited statements of income, consolidated cash flow statements, flows and shareholders’ equity and changes in financial position of for the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto period then ended (together with the Everest Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Everest Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Everest Financial Statements (A) were or will be, as applicable, have been prepared in accordance with IFRS IASB applied on a consistent basis throughout the books of account periods covered thereby and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition position, results of operations, cash flows and shareholders’ equity of Everest and its Subsidiaries as at the respective dates thereof and for the respective periods referred to therein, subject, in the case of the Everest Interim Financial Statements, to the absence of footnotes and to normal year-end audit adjustments (the effect of which will not, individually or in the aggregate, be material). The books and records of Everest and its Subsidiaries from which the Everest Financial Statements have been prepared are true and complete in all material respects and have been maintained in all material respects in accordance with IFRS IASB.
(b) Section 3.6(b) of the Everest Disclosure Schedule sets forth true, complete and accurate copies of (i) the unaudited balance sheet of Everest, Olympus and their respective Subsidiaries as of December 31, 2018 and the related unaudited statement of income for the fiscal year then ended (the “Summit Annual Financial Statements”) and (ii) the unaudited consolidated balance sheet of Everest, Olympus and their respective Subsidiaries as of September 30, 2019 and the related unaudited statement of income for the period then ended (the “Summit Interim Financial Statements” and, together with the Summit Annual Financial Statements, the “Summit Financial Statements”). The Summit Financial Statements have been prepared in accordance with the principles set forth in Section 3.6(b) of the Everest Disclosure Schedule applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the financial position and results of operations of Everest, Olympus and their respective Subsidiaries, taken together, as at the Group Companies as of the respective dates thereof and for the respective periods covered therebyreferred to therein. Notwithstanding the foregoing, (C) have been no warranty is made by Everest with respect to information supplied by Olympus or will have been, as applicable, prepared any of its Subsidiaries for inclusion in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesSummit Financial Statements.
(c) All Neither Everest nor any of its Subsidiaries is a party to, nor does Everest or any of its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or any off-balance sheet arrangements where the accounts receivable owing purpose or intended effect of such Contract is to avoid disclosure of any Group Company constitute valid and enforceable claims and are good and collectibletransaction involving, and have arisen from bona fide transactionsor liabilities of, Everest or any of its Subsidiaries in the ordinary course of business consistent with past practice, and reserves therefor shown on the Everest Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group CompanyStatements.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Deed (WEX Inc.), Share Purchase Agreement (WEX Inc.)
Financial Statements. (a) True and complete copies of (i) the unaudited The Company has prepared a consolidated balance sheet of the Company and the Subsidiaries as of the end of the fiscal year ending in 1997, (the "REVIEWED BALANCE SHEET") and the related consolidated statement of income, shareholders' equity and cash flows of the Company and the Subsidiaries for such fiscal year (the Balance Sheet and such consolidated statement of income, shareholders' equity and cash flows are hereinafter referred to collectively as the "REVIEWED STATEMENT"), in each case, reviewed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with generally accepted auditing standards and accompanied by the related report of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. A true and complete copy of each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 Reviewed Statement has been delivered to ▇▇▇▇▇▇ and December 31, 2018is attached as an exhibit to, and constitute an integral part of, the related Company Disclosure Schedule. The Company has also prepared unaudited consolidated balance sheets of the Company and the Subsidiaries as of the last day of each month ending after January 1, 1998 (including the unaudited consolidated balance sheets to be furnished to ▇▇▇▇▇▇ pursuant to Section 6.07, the "UNAUDITED BALANCE SHEETS") and the unaudited consolidated statements of income, consolidated income and cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyCompany and the Subsidiaries for the one-month periods then ended (the Unaudited Balance Sheets and such statements of income and cash flows, including the unaudited consolidated statements of income and cash flows to be furnished to ▇▇▇▇▇▇ pursuant to Section 6.07, are hereinafter referred to collectively as the "UNAUDITED STATEMENTS" and, together with all related notes and schedules thereto (collectively referred to herein the Reviewed Statements, as the “Annual Consolidated Financial Statements”"FINANCIAL STATEMENTS"), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of Financial Statements, including, without limitation, the Company and other Group Companies notes thereto, (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, (ii) have been prepared in accordance with the books and do not contain or reflect any material inaccuracies or discrepanciesrecords of the Company and the Subsidiaries, and (iii) have been maintained present fairly the consolidated financial position of the Company and the Subsidiaries and their consolidated results of operations and cash flows as of and for the respective dates and time periods in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and GAAP applied on a basis consistent with prior accounting periods, except as noted thereon and subject to, in the Applicable Accounting Standard. No further goods case of the Unaudited Statements, normal and recurring year-end adjustments which were not or services are required not expected to be provided material in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable amount. All changes in full. There are no material contingent accounting methods (for financial accounting purposes) made, agreed to, requested or asserted claims, refusals to pay, or other rights of set-off required with respect to the Company or any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies Subsidiaries since August 31, 1998 are reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableStatements.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (McLeodusa Inc), Agreement and Plan of Merger (McLeodusa Inc)
Financial Statements. (a) True PCCI has furnished to PCBC true and complete copies of (i) the audited consolidated balance sheets of PCCI as of December 31, 2001 and 2002, and the audited consolidated statements of income, changes in shareholders’ equity and cash flows for the years ended December 31, 2000, 2001, and 2002, (ii) an unaudited consolidated balance sheet of the Company for each PCCI as of the three (3) fiscal years ended December 31June 30, 2016, December 31, 2017 and December 31, 20182003, and the related unaudited consolidated statement of income for the six-month period ended June 30, 2003 (such balance sheets and the related statements of income, consolidated cash flow statements, changes in shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) flows are collectively referred to herein as the “Interim Consolidated PCCI Financial Statements”) have been delivered by ). Except as described in the Company notes to the Purchaser. True and complete copies PCCI Financial Statements, the PCCI Financial Statements fairly present, in all material respects, the consolidated financial position of PCCI as of the unaudited consolidated balance sheet of the Company as of August 31, 2019, respective dates thereof and the related consolidated statements results of income, consolidated cash flow statements, shareholders’ equity operations and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and PCCI for the periods covered therebythen ended, in conformity with generally accepted accounting principles (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case“GAAP”), applied on a basis consistent with prior periods (subject, in the past practices case of the Companyunaudited interim financial statements, (ii) are complete to normal year-end adjustments and correct the fact that they do not contain all of the footnote disclosures required by GAAP), except as otherwise noted therein, and the accounting records underlying the PCCI Financial Statements accurately and fairly reflect in all material respectsrespects the transactions of PCCI. Excepts as set forth on Schedule 3.06, and the PCCI Financial Statements do not contain any items of extraordinary or reflect nonrecurring income or any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, other income not earned in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companyexcept as expressly specified therein.
(db) All merchandise prepayment made PCCI has furnished, or has caused the Bank to furnish, to PCBC, true and complete copies of the Reports of Condition and Income (“Call Reports”) for the Bank for the periods ended December 31, 2001, December 31, 2002 and June 30, 2003. Such Call Reports fairly present, in all material respects, the financial position of the Bank and the results of its operations at the dates and for the periods indicated in conformity with the Instructions for the Preparation of Call Reports as promulgated by applicable regulatory authorities. The Call Reports do not contain any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, items of special or nonrecurring income or any other income not earned in the ordinary course of business consistent except as expressly specified therein. The Bank has calculated its allowance for loan losses in accordance with past practice.
GAAP, which includes regulatory accounting principles (e“RAP”) All accounts payable where applicable, as applied to banking institutions and in accordance with all applicable rules and regulations. To the Knowledge of PCCI, the allowance for loan losses account for the Bank is adequate in all material respects to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableBank.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Pacific Capital Bancorp /Ca/), Agreement and Plan of Reorganization (Pacific Crest Capital Inc)
Financial Statements. (a) True The Company has made available to SPAC true, correct and complete copies of (i) the unaudited consolidated balance sheet sheets of the Company for each and the Company Subsidiaries as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2021 and December 31, 20182022, and the related unaudited consolidated income statements of income, consolidated cash flow statements, shareholders’ equity the Company and changes in financial position the Company Subsidiaries for each of the Company, together with all related notes and schedules thereto periods then ended (collectively referred to herein as the “Annual Consolidated Year-End Financial Statements”), which are attached as Section 3.07(a) of the Company Disclosure Schedule. The Year-End Financial Statements (including the notes thereto) (i) were prepared from the books and records of the Company and the Company Subsidiaries and (ii) fairly present, in all material respects, the unaudited consolidated balance sheet financial position and results of operations of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of incomeCompany Subsidiaries as at the date thereof and for the period indicated therein, consolidated cash flow statementsexcept as otherwise noted therein.
(b) The Company has made available to SPAC true, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True correct and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of August March 31, 20192023, and the related unaudited consolidated income statements of income, consolidated cash flow statements, shareholders’ equity the Company and changes in financial position of the Company, together with all related notes Company Subsidiaries for the three months then ended (the “Interim Financial Statements” and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Year-End Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement which are attached as Section 3.07(b) of the Closing ExaminationCompany Disclosure Schedule. The Interim Financial Statements (Ai) were or will be, as applicable, prepared in accordance with from the books of account and other financial records of the Group Companies Company and the Company Subsidiaries and (ii) fairly present, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition position and results of operations of the Group Companies Company and the Company Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments.
(c) When delivered in accordance with Section 7.17(a), the PCAOB Financial Statements (i) will fairly present, in all material respects, the financial position, results of operations and cash flows of the dates Company and the Company Subsidiaries as at the date(s) thereof and for the periods covered therebyindicated therein (except, in the case of any unaudited interim financial statements, as otherwise noted therein and subject to normal and recurring year-end adjustments), (Cii) have been or will have been, as applicable, be prepared in accordance with the Applicable Accounting Standard GAAP applied on a consistent basis consistent throughout the periods indicated (except, in the case of any unaudited financial statements, for the absence of notes other textual disclosures required by GAAP and subject to year-end adjustments and accruals), (iii) in the case of any audited financial statements, will be audited in accordance with the past practices standards of the Group Companies in all material respects, PCAOB and contain a report of the Company’s auditor and (Div) include or will include, as applicable, all adjustments that are necessary for a fair presentation comply in all material respects with the applicable accounting requirements and other the rules and regulations of the consolidated financial condition of SEC, the Group Companies Exchange Act and the results of the operations of the Group Companies Securities Act in effect as of the respective dates thereof and for the periods covered thereby(including Regulation S-X or Regulation S-K, as applicable).
(bd) The books of account and other financial records Except as set forth in the Financial Statements, neither the Company nor any of the Company and other Group Companies Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for: (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, liabilities that were incurred in the ordinary course of business consistent with past practice, and reserves therefor shown on since the date of the most recent Financial Statements are (none of which is a liability for breach of contract, breach of warranty, tort, infringement or will be adequate and on violation of Law), (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a basis consistent party, (iii) liabilities incurred in connection with the Applicable Accounting Standard. No further goods or services Transactions and the Transaction Documents, (iv) liabilities that are not required to be provided reflected or reserved for on a consolidated balance sheet of the Company and the Company Subsidiaries (and the notes thereto) prepared in order accordance with GAAP consistently applied, (v) liabilities expressly permitted to complete the sales and to entitle the respective Group Company to collect such accounts receivable be incurred in full. There are no material contingent or asserted claims, refusals to payaccordance with Section 6.01, or (vi) such other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid liabilities and enforceable claims and have arisen from bona fide transactionsobligations which, individually or in the ordinary course of business consistent with past practiceaggregate, are not material to the Company and the Company Subsidiaries, taken as a whole.
(e) All accounts payable Since the Lookback Date, (i) neither the Company nor any Company Subsidiary, nor, to the knowledge of the Group Companies reflected Company, any director, manager, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received any written complaint, allegation, assertion that there is a “significant deficiency” or “material weakness” regarding the Company’s or a Company Subsidiary’s accounting or auditing practices, procedures, methodologies or methods or their respective internal accounting controls, and (ii) there have been no material internal investigations regarding accounting or revenue recognition initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.
(f) None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the Financial Statements or arising after the date thereof are or will be the result terms and conditions of bona fide transactions employment because of any act of such employee described in the ordinary course of business and have been paid or are not yet due and payable18 U.S.C. sec. 1514A(a).
Appears in 2 contracts
Sources: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)
Financial Statements. (a) True and complete copies of (i) The Target has made available to the Purchaser: (i) draft unaudited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the draft unaudited consolidated balance sheet the related draft unaudited consolidated income statements and statements of cash flows of the Company Target Companies as of and for each of the three six (36) fiscal years ended December month period ending March 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto 2025 (collectively referred to herein as the “Annual Consolidated Financial StatementsInterim Target Financials”), ) and (ii) the unaudited consolidated balance sheet financial statements of the Company Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies as of March December 31, 2019 2024 and June 30December 31, 2019, respectively2023, and the related consolidated unaudited income statements, changes in shareholder equity and statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of flows for the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto fiscal years then ended (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial StatementsTarget Financials, the “Financial StatementsTarget Financials”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) Target Financials were or will be, as applicable, prepared derived in accordance with all material respects from the books of account and other financial records of the Group Companies Target Companies, which books and records are, in all material respects, true, correct and complete and have been maintained in all material respects in accordance with commercially reasonable business practices. Except as set forth on Section 3.3(f)(i) of Target Disclosure Letter, the Target Financials, when delivered, will have been prepared in all material respects, in accordance with GAAP consistently applied throughout the periods covered thereby (Bexcept for the absence of footnote disclosures and other presentation items required for GAAP and for year-end adjustments that will not be material) and present or will present, as applicable, fairly in all material respects respects, the consolidated financial condition and position, results of operations operations, income (loss), changes in equity and cash flows of the Group Target Companies as of the dates thereof and for the periods covered thereby, indicated in such Target Financials in conformity with GAAP (Cexcept for the absence of footnote disclosures and other presentation items required for GAAP and for year-end adjustments that will not be material) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies and were derived from and accurately reflect in all material respects, the books and records of each of the Target Companies. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.
(Dii) include or will include, as applicable, all adjustments The Target Companies have established and maintain a system of internal controls. Such internal controls are designed to provide reasonable assurance that (i) transactions are necessary for a fair presentation executed in all material respects in accordance with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of the consolidated financial condition of the Group Companies statements in conformity with GAAP and the results of the operations of the Group Companies as of the dates thereof and to maintain accountability for the periods covered therebyeach Target Company’s assets.
(biii) The books Target has not identified in writing and has not received written notice from an independent auditor of account and (x) any significant deficiency or material weakness in the system of internal controls utilized by the Target, (y) any material fraud that involves the Target’s management or other employees who have a significant role in the preparation of financial records statements or the internal controls over financial reporting utilized by the Target or (z) any claim or allegation regarding any of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesforegoing.
(civ) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, outstanding loans or other rights extensions of set-off with respect to any Group Company.
(d) All merchandise prepayment credit made by any Group Target Company constitute valid and enforceable claims and have arisen from bona fide transactions, to any executive officer (as defined in Rule 3b-7 under the ordinary course of business consistent with past practice.
(eExchange Act) All accounts payable or director of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableTarget.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Merlin Labs, Inc.), Securities Purchase Agreement (Bleichroeder Acquisition Corp. I)
Financial Statements. (a) True and complete copies of (i) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited Acquired Company’s audited consolidated financial statements consisting of the consolidated balance sheet of the Acquired Company and its Subsidiaries as of August at December 31, 20192007 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the year then ended (the “Acquired Audited Financial Statements”), and unaudited (but reviewed by the Acquired Company’s independent auditor) consolidated financial statements consisting of the balance sheet of the Acquired Company and its Subsidiaries as at December 31 in each of the years 2008 and 2009, and the related consolidated statements of incomeincome and retained earnings, consolidated cash flow statements, shareholdersstockholders’ equity and changes in financial position of cash flow for the Company, together with all related notes years then ended (the “Acquired Interim Financial Statements” and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Acquired Audited Financial Statements, the “Acquired Financial Statements”), will be delivered to are included in the Purchaser before the commencement of the Closing ExaminationSeller Disclosure Schedule. The Acquired Financial Statements (A) were or will beare true, as applicable, complete and correct and have been prepared in accordance with Luxembourg generally accepted accounting principles (“Lux GAAP”) applied on a consistent basis throughout the periods involved, subject, in the case of the Acquired Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Acquired Audited Financial Statements). The Acquired Financial Statements are based on the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition Acquired Company and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respectsits Subsidiaries, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of fairly present the consolidated financial condition of the Group Companies Acquired Company and its Subsidiaries as of the respective dates they were prepared and the results of the operations of the Group Companies as of the dates thereof Acquired Company and its Subsidiaries for the periods covered thereby.
(b) indicated. The books of account and other financial records consolidated balance sheet of the Acquired Company and other Group Companies (i) reflect all items its Subsidiaries as of income December 31, 2009, is referred to herein as the “Acquired Balance Sheet” and expense the date thereof as the “Acquired Balance Sheet Date.” Each of the Acquired Company and all assets its Subsidiaries maintains a standard system of accounting established and Liabilities required to be reflected therein administered in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesLux GAAP.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Stock Purchase Agreement (La Cortez Energy, Inc.), Stock Purchase Agreement (Avante Petroleum S.A.)
Financial Statements. (a) True Schedule 7(i) attached hereto contains true, correct and complete copies of of:
(i) the unaudited audited consolidated and consolidating balance sheet of the Company for each Borrowers, as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 20181998, and the related unaudited consolidated statements of incomeoperations, consolidated stockholders' equity (deficit) and cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyBorrowers for the period covered thereby, together with all related notes and schedules including the footnotes thereto (all of foregoing being hereinafter collectively referred to herein as called the “"Annual Consolidated Financial Statements”"), ; and
(ii) the interim unaudited consolidated and consolidating balance sheet of the Company Borrowers (the "Interim Balance Sheet") as of March 31February 28, 2019 and June 30, 2019, respectively1998 (the "Interim Balance Sheet Date"), and the related consolidated interim statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position operations of the Company, together with Borrowers for the two (2) month period then ended (all related notes and schedules thereto, and (iii) the calculation details of the Estimated foregoing, including the Interim Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are Sheet, being hereinafter collectively referred to herein as the “"Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True " and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and collectively, the Interim Consolidated "Financial Statements, the “Financial Statements”"), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The Financial Statements taken as a whole (A) fairly present in all material respects (subject, in the case of the Interim Financial Statements, to normal, recurring year-end adjustments which are not material individually or in the aggregate) the financial position of the Borrowers as of the dates indicated and the results of operations of the Borrowers for the periods indicated, (B) (x) have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") consistently applied throughout the periods covered thereby (subject, in the case of the Interim Financial Statements, to normal, recurring year-end adjustments which are not material individually or in the aggregate) or (y) to the extent not prepared in accordance with GAAP, then footnotes to the Financial Statements will be provided describing in reasonable detail the differences, if any, between the accounting principles pursuant to which such Financial Statements were in fact prepared and GAAP and (C) are in accordance with the books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) Borrowers which have been maintained in accordance a manner consistent with all applicable Laws (including Anti-Corruption Laws) historical practice. All reserves established and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, set forth in the ordinary course of business consistent with past practice, Interim Balance Sheet are reasonable and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companyadequate.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Business Loan Agreement (Genomic Solutions Inc), Business Loan Agreement (Genomic Solutions Inc)
Financial Statements. (a) True and complete copies Section 4.6(a) of the Disclosure Schedule sets forth (i) the unaudited audited consolidated balance sheet sheets of the Company for each and its Subsidiaries as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 20182010 (the “2010 Balance Sheet”), and the related unaudited consolidated statements statement of incomeoperations, consolidated statement of Members’ equity, and consolidated statement of cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyCompany and its Subsidiaries for the fiscal year ended on December 31, together with all related notes and schedules thereto 2010 (collectively referred to herein as collectively, the “Annual Consolidated Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2019 and June April 30, 2019, respectively2011, and the related unaudited consolidated statements statement of incomeoperations, consolidated statement of Members’ equity, and consolidated statement of cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyCompany and its Subsidiaries for the four month period then ended (collectively, the “Unaudited Interim Financial Statements” and, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Audited Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. .
(b) The Financial Statements (Ai) are true, correct, and complete, (ii) were or will be, as applicable, derived from and have been prepared in accordance with the underlying books of account and other financial records of the Group Companies in all material respectsCompany and its Subsidiaries, (Biii) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied throughout the periods covered thereby, except that the Unaudited Interim Financial Statements may not contain all footnotes required by GAAP and are subject to normal year-end audit adjustments, and (iv) fairly and accurately present or will presentthe assets, as applicableliabilities (including all reserves), fairly in all material respects the consolidated and financial condition and results of operations position of the Group Companies Company and its Subsidiaries as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof operations, members’ (deficit) equity, and for the periods covered thereby.
(b) The books of account and other financial records changes in cash flows of the Company and other Group Companies (i) reflect all items its Subsidiaries for the periods then ended. There were no changes in the method of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices application of the Company, (ii) are complete and correct ’s accounting policies or changes in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained the method of applying the Company’s use of estimates in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All the preparation of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Unaudited Interim Financial Statements are or will be adequate and on a basis consistent as compared with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group CompanyAudited Financial Statements.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Class B Unit Purchase Agreement (Ada-Es Inc), Class B Unit Purchase Agreement (Ada-Es Inc)
Financial Statements. (a) True The Company has made available to SPAC true and complete copies of (i) the unaudited consolidated audited balance sheet of the Company as of and for the years ended December 31, 2018, December 31, 2019 and December 31, 2020, and the related audited statements of operations, statements of changes in members’ equity and statements of cash flows of the Company for each of the three (3) fiscal years then ended, which, in the case of those financial statements as of and for the years ended December 31, 2016, December 31, 2017 2019 and December 31, 20182020, and have been audited in accordance with the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position auditing standards of the Company, together with all related notes PCAOB and schedules thereto are accompanied by an unqualified audit report thereon from the auditor (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statementscollectively, the “Financial Statements”), will be delivered to the Purchaser before the commencement . Each of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with US GAAP applied on a consistent basis throughout the books of account periods indicated and other financial records of the Group Companies fairly presents, in all material respects, (B) present or will presentthe financial position, results of operations and cash flows of the Company as applicableat the date thereof and for the period indicated therein, fairly except as otherwise noted therein and the absence of notes and comply in all material respects with the consolidated financial condition applicable accounting requirements and results of operations with the rules and regulations of the Group Companies SEC, the Exchange Act and the Securities Act in effect as of the dates thereof and for the periods covered thereby, date hereof (C) have been including Regulation S-X or will have beenRegulation S-K, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby).
(b) The books Company has made available to SPAC a true and complete copy of account and other financial records the unaudited balance sheet of the Company (the “Most Recent Balance Sheet”) as of September 30, 2021 (the “Most Recent Balance Sheet Date”), and other Group Companies (i) reflect all items the related unaudited statements of income operations and expense and all assets and Liabilities required to be reflected therein cash flows of the Company for the 9-month period then ended. Such unaudited financial statements were prepared in accordance with Applicable Accounting Standard, and in each case, US GAAP applied on a consistent basis consistent with throughout the past practices of the Companyperiod indicated and fairly present, (ii) are complete and correct in all material respects, the financial position, results of operations and do not contain or reflect any material inaccuracies or discrepanciescash flows of the Company as at the date thereof and for the period indicated therein, except as otherwise noted therein and (iii) have been maintained in accordance with all applicable Laws (including Antisubject to normal and recurring year-Corruption Laws) end adjustments and good business and accounting practicesthe absence of notes.
(c) All Except as and to the extent set forth on the Financial Statements or the Most Recent Balance Sheet, the Company does not have any Indebtedness, liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with US GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of such Most Recent Balance Sheet, (ii) obligations for future performance under any contract to which the Company is a party or (iii) liabilities and obligations which are not, individually or in the aggregate, reasonably expected to be material to the Company.
(d) The Company has established and maintained a system of internal accounting controls. Such internal controls are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization, and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with US GAAP and to maintain accountability for the Company’s assets. Since January 1, 2019, (i) neither the Company nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. Neither the Company nor, to the knowledge of the Company, any officer, employee or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
(f) All accounts receivable owing to any Group of the Company constitute valid and enforceable claims and are good and collectible, and reflected on the Most Recent Balance Sheet or arising thereafter have arisen from bona fide transactions, transactions in the ordinary course of business consistent with past practicepractices and in accordance with US GAAP. To the knowledge of the Company, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in full. There are no material contingent or asserted claimsordering, refusals to payshipping, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionspricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practicepractices. Since the Most Recent Balance Sheet Date, the Company has not modified or changed in any material respect its sales practices or methods including such practices or methods in accordance with which the Company sells goods, fills orders or records sales.
(eg) All accounts payable of the Group Companies Company reflected in on the Financial Statements Most Recent Balance Sheet or arising after the date thereof thereafter are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since the Most Recent Balance Sheet Date, the Company has not altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment.
(h) The PCAOB 2021 Audited Financials, when delivered by the Company, shall (i) be true and payablecomplete, (ii) be prepared in accordance with US GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the date thereof and for the period indicated therein, except as otherwise noted therein. The PCAOB 2021 Audited Financials shall be substantially similar to the Financial Statements in respect of the presentation of cash, accounts receivable, operating liabilities and b▇▇▇▇▇▇▇.
(i) There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.
(i) Since the Most Recent Balance Sheet Date, there has not been any Leakage, and (ii) there are no arrangements or agreements that would reasonably be likely to result in any Leakage prior to the Closing.
Appears in 2 contracts
Sources: Business Combination Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.)
Financial Statements. (a) True and complete copies Attached as Part 4.4 of the Parent Disclosure Schedule is a copy of each of the (i) audited consolidated balance sheets of the Acquired Companies as at the fiscal years’ ended December 31, 2003 and December 31, 2002, and the related audited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of BDO ▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Company Audited Financial Statements”), and (ii) an unaudited consolidated balance sheet of the Company for each of Acquired Companies as at September 30, 2004 (the three (3“Interim Balance Sheet”) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated changes in shareholders’ equity, and cash flow statementsfor the nine (9) months then ended (collectively, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True ” and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements Interim Balance Sheet and the Interim Consolidated Company Audited Financial Statements, the “Company Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies Audited Financial Statements: (i) reflect all items present a true and fair view of income the state of affairs of the financial condition and expense the results of operations, changes in shareholders’ equity, and all assets cash flow of the Acquired Companies as at the respective dates of and Liabilities required for the periods referred to be reflected therein in such financial statements; (ii) have been prepared in accordance with Applicable Accounting StandardUK GAAP, and subject to the notes set out in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, such financial statements; and (iii) have been maintained prepared using the same bases, accounting policies, practices and methods adopted in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicespreparing the audited consolidated financial statement of the Acquired Companies in respect of each of the two financial years preceding the financial year ended on the December 31, 2003, except as disclosed in the notes to the 2003 Company Audited Financial Statements.
(c) All of The Interim Financial Statements were properly prepared in accordance with accounting bases, policies, practices and procedures consistent with those used in preparing the accounts receivable owing to any Group Company constitute valid Audited Financial Statements and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in a manner consistent with that adopted in the ordinary course preparation of business consistent with past practiceits management accounts for all periods ended during the 9 months prior to September 30, and reserves therefor shown on the 2004. Such Interim Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable fair presentation of the Group state of affairs of the financial condition of the Acquired Companies reflected in as of the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payabledates thereof.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Evolving Systems Inc), Stock Purchase Agreement (Evolving Systems Inc)
Financial Statements. Except as otherwise set forth in the SPAR Disclosure Letter:
(a) True and complete The SPAR Parties have delivered to PIA Delaware copies of (i) the unaudited consolidated combined balance sheet sheets of the Company for each of the three (3) fiscal years ended December SPAR Marketing Companies at March 31, 20161998 (the "Audited SPAR Marketing Balance Sheet Date"), December and March 31, 2017 and December 31, 20181997, and the related unaudited consolidated combined statements of income, consolidated cash flow statements, shareholders’ equity flows and changes in financial position of stockholders' equity for the Companyfiscal years then ended, together with all related notes and schedules thereto the report of Ernst & Young, LLP thereon (collectively referred to herein as the “Annual Consolidated "Audited SPAR Marketing Financial Statements”"), ; (ii) the unaudited consolidated (but reviewed) combined balance sheet sheets of the Company as of March SPAR Marketing Companies at December 31, 2019 and June 30, 2019, respectively1998 (the "Interim SPAR Marketing Balance Sheet Date"), and the related consolidated combined statements of income, consolidated income and cash flow statements, shareholders’ equity flows for the nine month period then ended (the "Interim SPAR Marketing Financial Statements" and changes in financial position of the Company, together with all related notes and schedules theretothe Audited SPAR Marketing Financial Statements, the "SPAR Marketing Financial Statements"); and (iii) the calculation details balance sheets of MCI at December 31, 1998 (the Estimated "Audited MCI Balance Sheet Date Net Debt Date"), and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August December 31, 20191997, and the related consolidated combined statements of income, consolidated cash flow statements, shareholders’ equity flows and changes in financial position of stockholders' equity for the Companyfiscal years then ended, together with all related notes the report of Ernst & Young, LLP thereon (the "Audited MCI Financial Statements"), in each case adjusted to exclude the MCI assets not acquired by SMCI and schedules thereto (together with the Annual Consolidated other pro forma adjustments contemplated by the MCI Purchase Agreement. The SPAR Marketing Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the books of account periods involved and other fairly present the combined financial records of position and the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and combined results of operations of the Group SPAR Marketing Companies as of the dates thereof and for the periods covered therebyindicated, (C) subject in the case of the Interim SPAR Marketing Financial Statements to nonrecurring year end audit adjustments, which adjustments would not in the aggregate be materially adverse to the financial condition of the SPAR Marketing Companies. To the knowledge of the SPAR Parties, based upon such audit, the Audited MCI Financial Statements have been or will have been, as applicable, prepared in accordance with GAAP consistently applied throughout the Applicable Accounting Standard applied on a basis consistent with periods involved and fairly present the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated pro forma financial condition of the Group Companies position and the results of the operations of the Group Companies MCI as of the dates thereof and for the periods covered therebyindicated.
(b) The books Interim SPAR Marketing Financial Statements contain all adjustments of account and other financial records a normal recurring nature, based upon historical operations of the Company SPAR Marketing Companies and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off reporting determinations made with respect to any Group Companythe most recent Audited SPAR Marketing Financial Statements, necessary to present fairly the financial position for the periods then ended.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Merger Agreement (Bartels Williams H), Agreement and Plan of Merger (Pia Merchandising Services Inc)
Financial Statements. (a) True and complete The Company has delivered or made available to Buyer copies of of: (i) the consolidated audited balance sheet of Eagle View as and at December 31, 2010, 2011 and 2012, respectively, and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended, together with the report of Deloitte & Touche LLP with respect thereto; (ii) the consolidated audited balance sheet of Pictometry as and at July 31, 2010, 2011 and 2012, and as and at December 31, 2012, respectively, and the related statements of income, stockholders’ equity and cash flows for the year then ended, together with the report of PriceWaterhouseCoopers LLP (Deloitte & Touche LLP and PriceWaterhouseCoopers LLP, collectively, the “Accountants”); the financial statements set forth in foregoing clauses (i) and (ii) collectively referred to as the “Audited Financial Statements”); and (iii) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December and its Subsidiaries as and at October 31, 2016, December 31, 2017 and December 31, 20182013, and the related unaudited consolidated statements of income, consolidated income and cash flow statements, shareholders’ equity and changes in financial position of flows for the Companyten (10) months then ended (the “Interim Financial Statement” and, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Audited Financial Statements, the “Historical Financial Statements”).
(b) The Historical Financial Statements are true, will be delivered correct and complete and have been prepared in conformity with GAAP consistently applied throughout the periods to which such financial statements relate, except as otherwise indicated therein or, in the Purchaser before the commencement case of the Closing ExaminationAudited Financial Statements, in the report of the Accountant with respect thereto. The Historical Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account fully and other financial records of the Group Companies in all material respects, (B) present or will fairly present, in conformity with such principles as applicableso applied, fairly in all material respects the consolidated financial condition position and results of operations of the Group Companies as of Company and its Subsidiaries, and the changes in its cash flows, on a consolidated basis, at the dates thereof shown and for the periods covered therebytherein specified, subject (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices case of the Group Companies Interim Financial Statement) to normal year-end adjustments (the effect of which will not be material in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for amount). The balance sheets constituting a fair presentation in all material respects part of the consolidated financial condition of the Group Companies Historical Financial Statements fully and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records fairly present all liabilities of the Company and other Group Companies (i) reflect all items its Subsidiaries, on a consolidated basis, of income the types normally reflected in balance sheets as and expense at the respective dates thereof. All adjustments necessary to present fully and all assets fairly the financial position and Liabilities required to be reflected therein in accordance with Applicable Accounting Standardresults of operations of the Company and its Subsidiaries, and the changes in each casetheir cash flows, applied on a basis consistent with consolidated basis, for such periods have been included in the past practices Historical Financial Statements, subject (in the case of the Company, (iiInterim Financial Statement) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Antito normal year-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the end adjustments. The Audited Financial Statements are or will be adequate and on a basis consistent in material compliance with the Applicable requirements of Financial Accounting StandardStandard Board’s Interpretation 48 (Accounting for Uncertainty in Income Taxes) (“FIN 48”). No further goods The Company has delivered or services are required made available to be provided in order to complete Buyer any and all of the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off accounting work papers with respect to compliance with FIN 48. No financial statements of any Group Company.
Person other than the Acquired Companies are (dA) All merchandise prepayment made required by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, GAAP to be included in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Historical Financial Statements or arising after the date thereof are or will be the result of bona fide transactions (B) included in the ordinary course of business and have been paid or are not yet due and payableHistorical Financial Statements.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Verisk Analytics, Inc.)
Financial Statements. (a) True and complete copies Schedule 4.6(a) of the Disclosure Schedules sets forth (i) the audited consolidated financial statements of the Company Group for the fiscal years ended December 31, 2014, 2015 and 2016; (ii) an unaudited consolidated balance sheet of the Company for each Group as of the three (3) fiscal years ended December 31, 2016, December March 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated income and cash flow statements, shareholders’ equity flows for the 3-month period then ended; and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (iiiii) the an unaudited consolidated balance sheet of the Company Group as of March 31, 2019 and June April 30, 2019, respectively, 2017 and the related consolidated unaudited statements of incomeincome and cash flows for the 4-month period then ended (the "Latest Balance Sheet" and collectively, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated "Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”"), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared are derived from and are in accordance with the books of account and other financial records of the Group Companies in all material respects, Company Group; (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Company Group Companies as of the dates thereof therein indicated and the results of operations and cash flows of the Company Group for the periods covered thereby, therein specified; and (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard GAAP consistently applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for throughout the periods covered thereby.
(b) The books of account and other financial records With regard to the Financial Statements, none of the Company and other Group Companies (i) reflect all items Group, the Company Group's independent accountants, the Company's Board of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with Directors or the past practices audit committee of the Company's Board of Directors has received any oral or written notification of any (A) "significant deficiency" in the internal controls over financial reporting of the Company Group which could affect in a material manner any member of the Company Group's ability to record, process, summarize and report financial data, (iiB) are complete and correct "material weakness" in all material respectsthe internal controls over financial reporting of the Company Group, and do or (C) fraud, whether or not contain material, that involves management or reflect any material inaccuracies or discrepancies, and (iii) other employees of the Company Group who have been maintained a significant role in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesthe internal controls over financial reporting of the Company Group.
(c) All The accounts receivable of any member of the Company Group reflected on the Financial Statements, and all accounts receivable owing arising subsequent to any Group Company constitute valid and enforceable claims and are good and collectiblethe Latest Balance Sheet, and have arisen (i) arose from bona fide transactions, transactions in the ordinary course of business consistent with past practicepractice and are payable on ordinary trade terms and (ii) are legal, valid and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle binding obligations of the respective Group Company to collect such accounts receivable debtors enforceable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off accordance with respect to any Group Companytheir respective terms.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionsAs of the date hereof, the information attached hereto as Exhibit J does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the ordinary course of business consistent with past practice.
(e) All accounts payable light of the Group Companies reflected in the Financial Statements or arising after the date thereof circumstances under which such statements are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are made, not yet due and payablemisleading.
Appears in 2 contracts
Financial Statements. (a) True The Company has made available to SPAC true, correct and complete copies of (i) the unaudited audited consolidated balance sheet and statements of net loss, comprehensive loss, and cash flows of the Company Target Companies as of and for each of the three (3) fiscal years ended December 31, 20162019, December 31, 2017 2020 and December 31, 20182021, and shall, pursuant to Section 8.6, make available to SPAC true, correct and complete copies of the related unaudited audited consolidated balance sheet and statements of incomenet loss, consolidated comprehensive loss, and cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyTarget Companies as of and for the year ended December 31, together with all related notes and schedules thereto 2022 (collectively referred to herein as the “Annual Consolidated Company Audited Financial Statements”), ) and (ii) the unaudited consolidated balance sheet and statements of net loss, comprehensive loss, and cash flows of the Company Target Companies as of March and for the year ended December 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and 2022 (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Company Unaudited Financial Statements”) have been delivered by the Company to the Purchaser. True ” and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Company Audited Financial Statements, the “Company Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. .
(b) The Company Financial Statements (Ai) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition position of the Target Companies, as at the respective dates thereof, and the consolidated results of operations of the Group Companies as of the dates thereof their operations, their consolidated incomes, their consolidated changes in shareholders’ equity and their consolidated cash flows for the respective periods covered therebythen ended, (Cii) have been or will have been, as applicable, were prepared in accordance conformity with the Applicable Accounting Standard GAAP applied on a consistent basis consistent with during the past practices periods involved (except as may be disclosed in the footnote disclosures thereto, and except that the Company Unaudited Financial Statements do not include footnotes or normal year-end adjustments, none of the Group Companies which would be material), (iii) were prepared from, and are in accordance with, in all material respects, the books and records of the Target Companies, (iv) with respect to the PCAOB Audited Financial Statements, were audited in accordance with the standards of the Public Company Accounting Oversight Board and contain an unqualified report of the Company’s auditor and (Dv) include or when delivered after the date hereof by the Company for inclusion in the Registration Statement and the Proxy Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.16, will include, as applicable, all adjustments that are necessary for a fair presentation comply in all material respects with the applicable accounting requirements and with the rules and regulations of the consolidated financial condition of SEC, the Group Companies Exchange Act and the results of the operations of the Group Companies Securities Act applicable to a registrant in effect as of the respective dates thereof and for the periods covered therebythereof.
(bc) The books of account Company has not identified, and other financial records has not received from any independent auditor of the Company and other Group Companies any written notification of, (i) reflect all items any significant deficiency or material weakness in the system of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of internal accounting controls utilized by the Company, (ii) are complete and correct any fraud, whether or not material, that involves the Company’s management or other employees who have a role in all material respects, and do not contain the preparation of financial statements or reflect any material inaccuracies the internal accounting controls utilized by the Company or discrepancies, and (iii) any written claim or allegation regarding any of the foregoing.
(d) There are no outstanding loans or other extensions of credit made by the Target Companies to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Target Companies.
(e) Except as set forth in Section 6.7(e) of the Company Disclosure Schedules, as of the date hereof, the Target Companies do not have been maintained any Indebtedness of the type referred to in clauses (a)-(e) of the definition thereof.
(f) Except for those that will be reflected or reserved on or provided for in the balance sheets of the Company contained in the Company Financial Statements, no Target Company has any Liabilities of a nature required to be disclosed on a balance sheet in accordance with all applicable Laws GAAP, except for (including Anti-Corruption Lawsi) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectiblethose that were incurred after December 31, and have arisen from bona fide transactions, 2022 in the ordinary course of business consistent with past practicebusiness, and reserves therefor shown on none of which are material, individually or in the Financial Statements are or will be adequate and on aggregate, (ii) obligations for future performance under any contract to which any Target Company is a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to payparty, or other rights of set-off (iii) Liabilities incurred for transaction expenses in connection with respect to this Agreement, any Group CompanyAncillary Document or the Transactions.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Business Combination Agreement (Home Plate Acquisition Corp), Business Combination Agreement (Home Plate Acquisition Corp)
Financial Statements. (a) True and complete copies Copies of (i) the unaudited consolidated balance sheet audited combined statements of financial position of the Company for each Companies, prepared as though the Companies were a combined group as of December 31, 2010, and the audited combined statements of earnings and/or loss and cash flows of the three (3) Companies, prepared as though the Companies were a combined group for the fiscal years year ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”)2010, (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated audited combined statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the CompanyCompanies, together with all related notes prepared as though the Companies were a combined group as of December 31, 2011, and schedules theretothe audited combined statements of earnings and/or loss and cash flows of the Companies, prepared as though the Companies were a combined group for the fiscal year ended December 31, 2011, and (iii) the calculation details audited combined statements of financial position of the Estimated Balance Sheet Date Net Debt Companies, prepared as though the Companies were a combined group as of December 31, 2012, and the Estimated Balance Sheet Date Net Working Capital audited combined statements of earnings and/or loss and cash flows of the Companies, prepared as though the Companies were a combined group for the fiscal year ended December 31, 2012 ((ii) and (iii) are collectively referred to herein as together, the “Interim Consolidated Audited Financial Statements”) have been delivered by the Company will be made available to SEP prior to the PurchaserFirst Closing Date. True The Audited Financial Statements will be prepared in accordance with GAAP and complete fairly present, in all material respects, the combined financial position and the combined results of operations and combined cash flows of the Companies, as a group, as of the dated and for the periods presented (except as may be noted therein).
(b) Prior to the First Closing Date, copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated combined statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the CompanyCompanies, prepared as though the Companies were a combined group as of June 30, 2013 and the unaudited combined statements of earnings and/or loss, partners’ equity and cash flows of the Companies, prepared as though the Companies were a combined group for the six months ended June 30, 2013 (the “2013 Unaudited Financials” and, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Audited Financial Statements, the “Financial Statements”), ) will be delivered made available to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, SEP and have been prepared in accordance with the books of account GAAP and other financial records of the Group Companies fairly present, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated combined financial condition position and the combined results of operations and combined cash flows of the Group Companies Companies, as a group, as of the dates thereof and for the periods covered thereby, presented (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and except for the periods covered therebyabsence of notes and subject to normal recurring year-end adjustments).
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Contribution Agreement (Spectra Energy Corp.), Contribution Agreement
Financial Statements. (a) True and complete copies of The (i) the unaudited consolidated combined balance sheet sheets of the Company for each of the three (3) fiscal years ended and its Subsidiaries as at December 31, 20162003, December 31, 2017 and December 31, 2018, and together with the related unaudited consolidated combined statements of income, consolidated stockholders' equity, retained earnings and cash flow statements, shareholders’ equity and changes in financial position flows of the Company and its Subsidiaries for the three most recent Fiscal Years ended on such date, certified by the Company's Accountants and (ii) unaudited combined balance sheets of the Company and its Subsidiaries as at September 30, 2004, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated stockholder's equity, retained earnings and cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet flows of the Company and its Subsidiaries for the nine-month period then ended, delivered to the Lenders on or prior to the Closing Date are not materially inconsistent with the financial statements previously provided to such Lenders and fairly present (subject, in the case of said balance sheets as of August 31at September 30, 20192004, and the related consolidated said statements of income, consolidated retained earnings and cash flow statementsflows for the nine-month period then ended, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before absence of footnote disclosures and normal recurring year-end audit adjustments) the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies Company and its Subsidiaries as at such dates and the results of the operations of the Group Companies Company and its Subsidiaries for the period ended on such dates, all in conformity with GAAP and Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934. The consolidating guarantor group condensed balance sheets as at December 31, 2003 and September 30, 2004 and the related consolidating guarantor group condensed statements of income for the Fiscal Year then ended and the nine-month period then ended, respectively, delivered to the Lenders on or prior to the Closing Date, are not materially inconsistent with the financial statements previously provided to such Lenders and fairly present (subject, in the case of said balance sheets as at September 30, 2004, and said statements of income for the nine-month period then ended, to the absence of footnote disclosures and normal recurring year-end audit adjustments) the financial condition of the Company and its Subsidiaries as at such dates thereof and the results of the operations of the Company and its Subsidiaries for the periods covered therebyperiod ended on such dates, all in conformity with GAAP and Regulation S-X under the Securities Act of 1933 and the Securities Exchange Act of 1934.
(b) The books of account and other financial records None of the Company and other Group Companies (i) reflect all items Borrowers or any of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect their respective Subsidiaries has any material inaccuracies obligation, contingent liability or discrepanciesliability for taxes, long-term leases or unusual forward or long-term commitment that is not reflected in the Financial Statements referred to in clause (a) above or in the notes thereto and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesnot otherwise permitted by this Agreement.
(c) All The pro forma Consolidated balance sheet of the accounts receivable owing Company and its Subsidiaries delivered to any Group the Lenders on the Closing Date have been prepared on a pro forma 77 basis after giving effect to the Transactions and accurately apply pro forma adjustments (which are reasonable in light of conditions and facts known to the Company constitute valid and enforceable claims at the time and are derived in good faith) to the balance sheet of the Company and collectibleits Subsidiaries and is prepared in accordance with GAAP and are not materially inconsistent with the forecasts previously provided to the Lenders prior to the Closing Date. The Projections have been prepared by the Company in light of the past operations of its business, and have arisen from bona fide transactionsreflect projections for seven Fiscal Years commencing on January 1, in 2005, on a quarterly basis for the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate first year and on a year by year basis consistent thereafter. The Projections are not materially inconsistent with the Applicable Accounting Standard. No further goods or services Projections previously provided to the Agents and are required based upon estimates and assumptions stated therein, all of which the Company believes to be provided reasonable in order light of conditions and facts known to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claimsand, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable as of the Group Companies reflected in Closing Date, reflect the Financial Statements or arising after Company's good faith and reasonable estimates of the date thereof are or will be future financial performance of the result Company and its Subsidiaries and of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableother information projected therein for the periods set forth therein.
Appears in 2 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Financial Statements. (a) True The Company has previously delivered to Buyer and attached hereto in Schedule 3.6(a) a true, accurate and complete copies copy of the audited balance sheets of the Company as of and for the twelve (12) months ended March 31, 2013 (the “Balance Sheet Date”) and March 31, 2012 (collectively, the “Company Audited Balance Sheets”) and the related audited statements of operations, changes in shareholders’ equity and cash flows for the years then ended, together with a report thereon by the independent certified public accountants of the Company (together with the Company Audited Balance Sheets, the “Company Audited Financial Statements”). The Company Audited Financial Statements have been audited by an auditor or firm of accountants qualified to act as auditors in Singapore and the auditors’ report(s) required to be annexed to the Company Audited Financial Statements is unqualified. The Company Audited Financial Statements have been filed in accordance with the requirements of the Companies Act (Chapter 50 of Singapore). The Company Audited Financial Statements present fairly the financial position of the Company at the date thereof, and the results of operations, changes in shareholders’ equity and cash flows of the Company for the years indicated, were prepared in accordance with and comply with applicable Laws and with Singapore FRS consistently applied throughout the periods indicated, and the methodology for preparing the Company Audited Financial Statements has been consistent with the Company’s past practice and which methodology is set forth in detail sufficiently satisfactory to Buyer on Schedule 3.6(a), and are consistent with the books and records of the Company. The financial statements referred to in this Section 3.6(a) and in Section 3.6(b) are sometimes referred to collectively as the “Financial Statements.”
(b) Set forth on Schedule 3.6(b) is a true and correct copy of: (i) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March and for the nine (9) months ended December 31, 2019 and June 30, 2019, respectively, 2013 (the “Company Interim Balance Sheet”) and the related consolidated unaudited statements of incomeoperations, consolidated cash flow statements, changes in shareholders’ equity and changes in cash flows for the nine (9) months then ended (together with the Company Interim Balance Sheet, the “Company Interim Financial Statements”). The Company Interim Financial Statements present fairly the financial position of the Company, together with all related notes and schedules thereto, and (iii) at the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019date thereof, and the related consolidated statements results of incomeoperations, consolidated cash flow statements, changes in shareholders’ equity and changes cash flows for the period indicated, were prepared in financial position conformity with Singapore FRS consistently applied throughout the periods indicated, and the methodology for preparing the Company Interim Financial Statements has been consistent with the Company’s past practice and which methodology is set forth in detail sufficiently satisfactory to Buyer on Schedule 3.6(b), and are consistent with the books and records of the Company, together subject to the absence of footnote disclosure and normal or recurring year-end adjustments; provided, however, that any such normal and recurring year-end adjustments will not be material, in the aggregate.
(c) The Financial Statements make: (i) full provision for all actual Liabilities; (ii) proper and adequate provision (or note in accordance with good accounting practice) for all related notes contingent Liabilities; (iii) proper and schedules thereto adequate provision or reserve for all bad and doubtful debts; (together with iv) due provision for depreciation and amortisation and for any obsolescence of assets; and full provision or reserve for all Tax liable to be assessed on the Annual Consolidated Company or for which it is or may become accountable. The stock and work-in-progress, if any, are included in the Company Audited Financial Statements and the Company Interim Consolidated Financial Statements at figures not exceeding the amounts which could, in the circumstances existing at the date of the Company Audited Financial Statements and the Company Interim Financial Statements respectively, reasonably be expected to be realised in the normal course of carrying on the business of the Company. The profits and losses of the Company for the applicable financial year ended on the balance sheet date of each of the Company Audited Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement audited balance sheets of the Closing ExaminationCompany for previous periods and the Company Interim Financial Statements and the trend of profits thereby shown have not (except as therein disclosed) been affected by inconsistencies of accounting practices, by the inclusion of unusual or non-recurring items of income or expenditure, by transactions entered into otherwise than on normal commercial terms or by any other factors rendering such profits for all or any of such periods exceptionally high or low (other than as disclosed in the relevant accounts). The Company Audited Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records audited accounts of the Company and other Group Companies for the two (i2) reflect all items of income and expense and all assets and Liabilities required to be reflected therein preceding financial years, without any changes in accordance with Applicable Accounting Standard, and in each case, applied accounting policies used. The Company Interim Financial Statements have been prepared on a basis consistent with the past practices Company Audited Financial Statements and there has been no revaluation of any assets, fixed or otherwise, from the value of those assets stated in the Company Audited Financial Statements, without any changes in accounting policies used.
(d) The Company maintains accurate books and records reflecting its assets and Liabilities, taken as a whole, and maintains proper and adequate internal accounting controls that provide assurance (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Company’s Board of Directors, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with Singapore FRS and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company, (iiiv) are complete that the amount recorded for assets on the books and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All records of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent compared with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales existing assets at reasonable intervals and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off appropriate action is taken with respect to any Group Company.
differences and (dv) All merchandise prepayment made by any Group Company constitute valid accounts, notes and enforceable claims other receivables and have arisen from bona fide transactionsinventory are recorded accurately, in and proper and adequate procedures are implemented to effect the ordinary course of business consistent with past practicecollection thereof on a current and timely basis.
(e) All accounts payable The Company has not, nor, to the Knowledge of the Group Companies reflected Company, has any Representative thereof, received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices. To the Knowledge of the Company, there have been no instances of fraud by any officer or employee of the Company, whether or not material, that occurred during any period covered by the Financial Statements and the Company has not, nor has any representative thereof, received or arising after otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral regarding fraud by any officer or employee of the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableCompany.
Appears in 2 contracts
Sources: Share Purchase and Sale Agreement, Share Purchase and Sale Agreement (Zendesk, Inc.)
Financial Statements. (a) True BancPlus has delivered to FTC true, correct and complete copies of (i) the unaudited consolidated balance sheet copies, including notes, of the Company audited financial statements of BancPlus for each of the three (3) fiscal years ended December 31, 20162020, December 312019, 2017 and December 31, 2018, and the related unaudited including consolidated balance sheets, consolidated statements of income, consolidated statements of cash flow statementsflows, consolidated statements of comprehensive income and consolidated statements of changes in shareholders’ equity equity, in each case accompanied by the audit report of BKD, LLP (“BancPlus Audit Report”), and changes in unaudited interim financial position statements of BancPlus for the Companysix (6) months ended June 30, together with all related notes and schedules thereto 2021 (collectively referred to herein as collectively, the “Annual Consolidated BancPlus Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated The BancPlus Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations operations, changes in shareholders’ equity, cash flows and financial position of BancPlus and its Subsidiaries for the Group Companies respective fiscal periods or as of the respective dates thereof therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and for amount and immaterial in any event); each of such statements (including the periods covered therebyrelated notes, where applicable) complies in all material respects with applicable accounting requirements; and each of such statements (Cincluding the related notes, where applicable) have has been or will have been, as applicable, prepared in accordance with GAAP consistently applied during the Applicable Accounting Standard applied on a basis consistent with periods involved, except, in each case, as indicated in such statements or in the past practices notes thereto. The books and records of the Group Companies in all material respectsBancPlus and its Subsidiaries since January 1, 2019, have been, and (D) include or will includeare being, as applicable, all adjustments that are necessary for a fair presentation maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Since January 1, 2019, no independent public accounting firm of the consolidated BancPlus has resigned (or informed BancPlus that it intends to resign) or been dismissed as independent public accountants of BancPlus as a result of or in connection with any disagreements with BancPlus on a matter of accounting principles or practices, financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebystatement disclosure or auditing scope or procedure.
(b) The books of account and other financial records of the Company and other Group Companies Since January 1, 2019 (i) reflect all items neither BancPlus nor any of income and expense and all assets and Liabilities required its Subsidiaries nor, to be reflected therein the knowledge of BancPlus, any director, officer, employee, auditor, accountant or representative of it or any of its Subsidiaries has received or otherwise had or obtained knowledge of any written material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of BancPlus or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that BancPlus or any of its Subsidiaries has engaged in accordance with Applicable Accounting Standardquestionable accounting or auditing practices, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all to the knowledge of BancPlus, no attorney representing BancPlus or any of its Subsidiaries, whether or not employed by BancPlus or any of its Subsidiaries, has reported evidence of a material respectsviolation of securities laws, and do not contain breach of fiduciary duty or reflect similar violation by BancPlus or any material inaccuracies of its officers, directors, employees or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All agents to BancPlus’s board of the accounts receivable owing directors or any committee thereof or to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are BancPlus’s directors or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companyofficers.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Share Exchange and Merger Agreement (Bancplus Corp), Share Exchange and Merger Agreement (Bancplus Corp)
Financial Statements. (a) True and complete copies of Attached hereto as Schedule 3.5(a) are (i) the unaudited 2014 Audited Financial Statements and the 2015 Audited Financial Statements (collectively, the “Audited Financial Statements”); (ii) the consolidated balance sheets of the BioD Companies as of December 31, 2013, and the related statements of income, members’ equity, and cash flows for the fiscal year then ended, together with the notes thereto, if any, all as prepared by management of the Company and used by the Company for general management purposes; and (iii) the consolidated balance sheets of the BioD Companies as of June 30, 2016, and the related statements of income, members’ equity, and cash flows for the six month period then ended, all as prepared by management of the Company and used by the Company for general management purposes (the “June 30, 2016 Financial Statements” and, together with the items set forth in (ii), the “Management Financial Statements”). The consolidated balance sheet of the Company for each BioD Companies as of the three (3) fiscal years ended December 31, 20162015, December 31, 2017 and December 31, 2018, and included in the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes 2015 Audited Financial Statements is referred to in this Agreement as the “12/31/15 Balance Sheet.”
(b) The Management Financial Statements fairly present in all material respects the financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as BioD Companies at the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet dates of the Company as of March 31, 2019 and June 30, 2019, respectively, balance sheets included therein and the related consolidated statements results of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of its operations for the Company, together with all related notes and schedules thereto, and respective periods indicated therein.
(iiic) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital The Audited Financial Statements ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”i) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019prepared from, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes are in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statementsaccordance with, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group BioD Companies and fairly reflect all of the properties, assets, Liabilities and transactions of the BioD Companies, in all material respects, (Bii) present or will fairly present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies BioD Companies, and (iii) accurately reflect, in all material respects, the operating results and cash flows of the operations of BioD Companies, in each case at the Group Companies as of the dates thereof date and for the periods covered therebytime period indicated. The Audited Financial Statements have been prepared in accordance with GAAP consistently applied.
(bd) The books of account and other financial records of the Company BioD Companies to which Parent and other Group Companies (i) reflect all items of income its representatives have been provided access are true, accurate and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Merger Agreement (Derma Sciences, Inc.), Merger Agreement (Derma Sciences, Inc.)
Financial Statements. (a) True Attached as Schedule 4.8 is a correct and complete copies of copy of: (i) the unaudited audited consolidated balance sheet sheets of the Company for each as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 20182016, and the related unaudited audited consolidated statements of income, consolidated income and retained earnings and cash flow statements, shareholders’ equity and changes in financial position of flows for the Company, together with all related notes and schedules thereto fiscal years then ended (collectively referred to herein as the “Annual Consolidated Year-End Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 20192018 (the “Most Recent Balance Sheet Date”), and the related unaudited consolidated statements statement of income, consolidated cash flow statements, shareholders’ equity and changes in financial position income for each of the Companyeight (8) one (1)-month periods then ended (collectively, the “Most Recent Financial Statements” and, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Year-End Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. .
(b) The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will fairly present, as applicableand the Post-Signing Interim Financial Statements will fairly present, fairly in all material respects the consolidated financial condition and condition, results of operations operations, and changes in cash flow of the Group Companies as at the respective dates of the dates thereof and for the periods covered therebyreferred to in such financial statements, all in accordance with GAAP (except (i) as otherwise disclosed therein, (Cii) the Most Recent Financial Statements are (and the Post-Signing Interim Financial Statements will be) subject to normal year-end adjustments and (iii) for the absence of notes). The Financial Statements reflect, and the Post-Signing Interim Financial Statements will reflect, the consistent application of such accounting principles throughout the periods involved, except as disclosed therein. The Financial Statements have been or been, and the Post-Signing Interim Financial Statements will have been, as applicableprepared from, prepared and are in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of with, the Group Companies in all material respects, Companies’ books and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation records in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies (except as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to may be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesdisclosed therein).
(c) All The Company has established and maintains, adheres to and enforces a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and preparation of the Financial Statements in accordance with GAAP. Since January 1, 2016, except as set forth on Schedule 4.8(c), none of the Company’s independent auditor or the Company’s Board of Managers has received any written, or to the Knowledge of the Company, oral notification of any (i) “significant deficiency” in the internal control over financial reporting of the Group Companies, (ii) “material weakness” in the internal control over financial reporting of the Group Companies or (iii) fraud, whether or not material, that involves management or other employees of the Group Companies who have a significant role in the internal control over financial reporting of the Group Companies.
(d) The accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectibleset forth on the balance sheet in the Most Recent Financial Statements, and have arisen from all accounts receivable of the Group Companies arising since the Most Recent Balance Sheet Date, represent bona fide transactionsclaims in the ordinary course of business (subject to normal discounts, allowances, reserves for doubtful accounts and rebates in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company).
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Unit Purchase Agreement (LendingTree, Inc.), Unit Purchase Agreement (LendingTree, Inc.)
Financial Statements. (a) True Schedule 4.7(a) sets forth true, correct and complete copies of the Company’s (i) audited consolidated balance sheet of the Company and the related audited consolidated statements of operations and cash flows as at, and for the twelve-month period ended on, December 31, 2023 (the “Company Audited Financials” and such date, the “Balance Sheet Date”), and (ii) unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of incomeoperations and cash flows as of, consolidated cash flow statementsand for the three month period ended on, shareholders’ equity March 31, 2024 (the “Company Unaudited Financials” and, together with the Company Audited Financials, the “Company Financial Statements”).
(b) Except as set forth on Schedule 4.7(b), the Company Financial Statements (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (subject, however, in the case of the Company Unaudited Financials, to normal year-end adjustments and changes in financial position the absence of notes), (ii) have been prepared from, and are consistent with, the books and records of the Company, together with which books and records have been maintained in the ordinary course of business in all related material respects and (iii) present fairly, in all material respects, the consolidated financial position and operating results and cash flows of the Company as of, and for the periods ended on, the respective dates thereof, subject, however, in the case of the Company Unaudited Financials, to normal year-end adjustments and accruals and the absence of notes and schedules thereto other textual disclosures. No financial statements of any Person other than the Company are required by GAAP to be included or reflected in any of the Company Financial Statements.
(collectively referred c) Except as set forth on Schedule 4.7(c), there is no liability of the Company or the Business of any nature that would be required to herein be included in or reserved against on a balance sheet prepared in accordance with GAAP except for liabilities (i) set forth in the audited balance sheets of the Company as of the Balance Sheet Date (the “Annual Consolidated Financial StatementsLatest Company Balance Sheet”), (ii) that have arisen since the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practicebusiness, and reserves therefor shown on (iii) otherwise expressly disclosed in this Agreement or in any of the Financial Statements are Schedules or will be adequate and on a basis consistent constituting Decommission Costs, (iv) incurred in connection with the Applicable Accounting Standard. No further goods transactions contemplated hereby and included in the calculation of the Adjustment Amount, (v) satisfied prior to Closing or services are required (vi) that, individually or in the aggregate, would not reasonably be expected to be provided in order material to complete the sales and to entitle Company or the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group CompanyBusiness.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionsSchedule 4.7(d) sets forth the Company’s monthly capital expenditure budget for the 12-month period ending on December 31, in 2024 (the ordinary course of business consistent with past practice“Capital Expenditure Budget”).
(e) All accounts payable Neither the Company nor, to the Knowledge of Sellers, any director, manager, officer, employee, auditor, accountant or representative of the Group Companies reflected Company has received any written material complaint, allegation, assertion or claim that the Company has engaged in the Financial Statements questionable or arising after the date thereof are improper accounting or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableauditing practices.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Archrock, Inc.), Purchase and Sale Agreement
Financial Statements. (a) True The Company has made available to GigCapital5 true and complete copies of (i) the unaudited audited consolidated balance sheet sheets and the related audited consolidated statements of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries for each of the three (3) fiscal years year ended December 31, 20162020, December 31, 2017 and December 31, 2018, unaudited consolidated balance sheets and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position operations of the CompanyCompany and the Company Subsidiaries for the year ended December 31, together with all related notes and schedules thereto 2021 (collectively referred to herein as collectively, the “Annual Consolidated Prior Financial Statements”), which are attached as Schedule 4.08(a) of the Company Disclosure Schedule. Each of the Prior Financial Statements (including the notes thereto) (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise noted therein and subject to the absence of notes.
(b) The Company has made available to GigCapital5 a true and complete copy of the consolidated unaudited consolidated balance sheet of the Company as of March 31, 2019 and June the Company Subsidiaries for the nine month period ended September 30, 2019, respectively2022 (the “2022 Balance Sheet”), and the related Company CFO or equivalent person’s reviewed consolidated statements of incomeoperations, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements Company Subsidiaries for the nine month period then ended, which are attached as Schedule 4.08(b) of income, consolidated cash flow the Company Disclosure Schedule (such financial statements, shareholders’ equity and changes in financial position of including the Company2022 Balance Sheet, together with all related notes and schedules thereto (together collectively with the Annual Consolidated Financial Statements and the Interim Consolidated Prior Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) Such unaudited financial statements were or will be, as applicable, prepared in accordance with GAAP applied on a consistent basis throughout the books periods indicated (except for the omission of account footnotes and other financial records subject to year-end adjustments, none of which are individual or in the Group Companies aggregate material) and fairly present, in all material respects, (B) present or will presentthe financial position, as applicable, fairly in all material respects the consolidated financial condition and results of operations operations, changes in stockholders’ equity and cash flows of the Group Companies Company and the Company Subsidiaries as of at the dates date thereof and for the periods covered therebyperiod indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments (Cnone of which are individually or in the aggregate material) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results absence of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesnotes.
(c) All Except as and to the extent set forth on the Financial Statements, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred in the ordinary course of business since the date of the 2022 Balance Sheet, (ii) obligations for future performance under any contract to which the Company or any Company Subsidiary is a party, or (iii) liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) Since January 1, 2020, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company any officer, employee, contractor, subcontractor or agent of the Company or any such Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. Sec. 1514A(a).
(f) All accounts receivable owing to any Group of the Company constitute valid and enforceable claims and are good and collectible, and the Company Subsidiaries reflected on the Financial Statements or arising after the date of the 2022 Balance Sheet have arisen from bona fide transactions, transactions in the ordinary course of business consistent with past practicepractices and in accordance with GAAP and are collectible, and reserves therefor shown on subject to bad debts reserved in the Financial Statements are or will be adequate and on a basis consistent with Statements. To the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete knowledge of the sales and to entitle the respective Group Company to collect Company, such accounts receivable are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in full. There are no material contingent or asserted claimsordering, refusals to payshipping, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionspricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practicepractices. Since December 31, 2021, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of the Company Subsidiaries sell goods, fill orders or record sales.
(eg) All Except as set forth in Schedule 4.08(g) of the Company Disclosure Schedule, all accounts payable of the Group Companies Company and the Company Subsidiaries reflected in on the Financial Statements or arising after the date thereof of the 2022 Balance Sheet are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since the 2022 Balance Sheet, the Company and the Company Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the timing of such payment.
Appears in 2 contracts
Sources: Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (GigCapital5, Inc.)
Financial Statements. (a) True and complete Attached as Section 3.6(a) of the Vornado Disclosure Letter are copies of (i) the following: balance sheets, statements of income, statements of changes in equity and statements of cash flows with respect to the Vornado Included Assets on an aggregate basis, each unaudited consolidated balance sheet and with any footnotes in draft format only, as of and for the Company for each of the three (3) fiscal years ended December 31, 20162015, December 31, 2017 2014 and December 31, 2018, 2013 and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, 2016 and the related consolidated statements of operations and comprehensive income, consolidated cash flow statements, shareholders’ equity and statements of changes in financial position partners’ deficit and consolidated statements of cash flows as of and for the Companysix months ended June 30, together 2016 and 2015, each unaudited and with all related notes and schedules theretoany footnotes in draft format only (collectively, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Newco Financial Statements”) have been delivered by ). The Newco Financial Statements were derived from the Company to the Purchaser. True books and complete copies records of the unaudited consolidated balance sheet of Vornado Parties and their Subsidiaries and were prepared in accordance with GAAP (it being understood, however, that the Company Vornado Included Entities have not been operating historically as of August 31a separate “standalone” entity or reporting segment and, 2019therefore, when the Newco Financial Statements (including footnotes) are audited and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes filed in financial position of the Company, together with all related notes and schedules thereto (together connection with the Annual Consolidated Financial Statements and the Interim Consolidated Financial StatementsForm 10 (in such form, the “Newco Audited Financial Statements”), they will reflect certain adjustments necessary to be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared presented on a stand-alone basis in accordance with GAAP and SEC requirements), subject in the books case of account and other unaudited combined financial records of the Group Companies in all material respectsstatements, (B) present or will presentto normal year-end adjustments, as applicableat the dates and for the periods presented, and present fairly in all material respects the consolidated financial condition position, results of operations and cash flows of the Vornado Included Assets as at the dates and for the periods presented. The Newco Financial Statements present fairly, in all material respects, the combined financial position and the combined results of operations of the Group Companies Vornado Included Entities (taken as a whole and assuming none of them had been designated as Kickout Interests), as of the respective dates thereof or the periods then ended, in each case except as may be noted therein (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the Newco Audited Financial Statements will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and SEC requirements).
(b) When delivered, the Newco Audited Financial Statements will present fairly, in all material respects, the combined financial position and the combined results of operations of the Vornado Included Entities (taken as a whole and assuming none of them had been designated as Kickout Interests) as of the dates thereof and or for the periods covered thereby, (C) and will have been or will have been, as applicable, prepared in accordance with GAAP consistently applied based on the Applicable Accounting Standard applied historic practices and accounting policies of Vornado to the extent compliant with GAAP (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the Newco Audited Financial Statements will reflect certain adjustments necessary to be presented on a stand-alone basis consistent in accordance with the past practices of the Group Companies in all material respects, GAAP and (D) include or SEC requirements). The Newco Audited Financial Statements will include, as applicable, all adjustments that are necessary for a fair presentation conform in all material respects to the published rules and regulations of the consolidated SEC applicable to financial condition statements for each of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities that will be required to be reflected therein included in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesForm 10.
(c) All of the accounts receivable owing With respect to any Group Company constitute valid Newco and enforceable claims Newco OP, Vornado and are good and collectibleits Subsidiaries maintain, and have arisen from bona fide transactionsmaintained, a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis. Vornado and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions in the ordinary course Vornado Included Entities, Newco and Newco OP are executed in accordance with management’s general or specific authorizations; (ii) transactions in the Vornado Included Entities, Newco and Newco OP are recorded as necessary to permit preparation of business consistent with past practice, and reserves therefor shown on the Newco Financial Statements are or will be adequate and in conformity with GAAP applied on a consistent basis consistent and to maintain accountability for assets of the Vornado Included Entities, Newco and Newco OP; (iii) access to assets of the Vornado Included Entities, Newco and Newco OP is permitted only in accordance with management’s general or specific authorizations; and (iv) the recorded accountability for assets of the Vornado Included Entities, Newco and Newco OP is compared with the Applicable Accounting Standard. No further goods or services are required existing assets at reasonable intervals and appropriate action is to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off taken with respect to any Group Companydifferences.
(d) All merchandise prepayment Vornado and Vornado OP maintain disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, including in relation to the Vornado Included Assets, and such controls and procedures are effective to ensure that all material information concerning Vornado and Vornado OP and their subsidiaries in relation to the Vornado Included Assets is made by known on a timely basis to the individuals responsible for the preparation of Vornado SEC Filings and other public disclosure documents. As used in this Section 3.6, the term “filed” shall be broadly construed to include any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionsmanner in which a document or information is furnished, in supplied or otherwise made available to the ordinary course of business consistent with past practiceSEC.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Master Transaction Agreement (JBG SMITH Properties), Master Transaction Agreement (Vornado Realty Lp)
Financial Statements. (a) True and complete copies Copies of the following financial statements have been delivered to the Buyer or have been made available to the Buyer for its review: (i) the unaudited audited consolidated balance sheet of Holdco and Enginetics as at September 30, 2012, and at September 30, 2013 (the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018“2013 Balance Sheet”), and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of stockholders’ equity, and cash flows for the Companyyears then ended, together with all related the notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Audited Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company Holdco and Enginetics as of March 31, 2019 and June 30, 2019, respectively2014 (the 18 “Balance Sheet Date”), and the related unaudited consolidated statements statement of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of income for the Company, together with all related notes and schedules thereto, and nine-month period then ended (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True ” and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Audited Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein Audited Financial Statements have been prepared in accordance with Applicable Accounting StandardGAAP and fairly present, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, the financial position of Holdco and do not contain or reflect any material inaccuracies or discrepanciesEnginetics as of September 30, 2012 and as of September 30, 2013, and (iii) have been maintained the results of their operations and their cash flow for the years then ended in accordance with all applicable Laws GAAP. The Interim Financial Statements have been prepared by management in accordance with GAAP (including Antiexcept for the absence of footnote disclosure and year-Corruption Laws) and good business and accounting practicesend adjustments).
(c) All accounts receivable of Holdco and Enginetics set forth in the Interim Financial Statements or arising after the date thereof represent sales actually made in the ordinary course of business or valid claims as to which full performance has been rendered by Enginetics and, to Holdco’s Knowledge, are collectable in full within 120 days of their respective due dates, subject to (i) any reserve for returns and bad debts taken into account in the calculation of Net Working Capital and (ii) any uncollectability due to the bankruptcy, insolvency, or dissolution of any debtor. The reserve set forth in the Financial Statements against the accounts receivable owing for returns and bad debts has been calculated in a manner consistent with past practice. Since September 30, 2013, neither Holdings nor Enginetics has canceled, or agreed to cancel, in whole or in part, any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, accounts receivable except in the ordinary course of business consistent with past practice, and reserves therefor shown . All inventory (other than raw material inventory) reflected on the Interim Financial Statements are have been valued at the lower of cost or will be adequate and market value on a first-in, first-out basis consistent in accordance with GAAP. All raw material inventory reflected on the Applicable Accounting StandardInterim Financial Statements have been valued at the lower of cost (weighted average cost method) or market in accordance with GAAP. No further goods or services are required to be provided The reserves established on the Interim Financial Statements in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable connection with inventory have been established in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off accordance with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, GAAP in the ordinary course of business a manner consistent with past practice.
(ed) All accounts payable The spreadsheet attached hereto as Schedule 5.6(d) has been prepared from the books and records of Enginetics and fairly presents, in all material respects, the consolidated profitability of sales by Enginetics of the Group Companies reflected in parts identified therein for (i) the Financial Statements or arising after fiscal years ended September 30, 2012 and 2013, and (ii) the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payablenine month period ended June 30, 2014.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Standex International Corp/De/), Stock Purchase Agreement (Standex International Corp/De/)
Financial Statements. (a) True Attached hereto as Schedule 3.4 are true and complete copies of the following financial statements (isuch financial statements, collectively, the “Financial Statements”):
(a) the audited consolidated balance sheet of Seller as of December 31, 2012 and December 31, 2013 and the related audited consolidated statements of income and cash flows for the respective periods then ended; and
(b) the unaudited consolidated balance sheet of the Company for each Seller as of the three Latest Balance Sheet Date (3the “Latest Balance Sheet”) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of incomeincome and cash flows for the 3-month period then ended (collectively, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Unaudited Financial Statements”).
(c) Except as set forth on Schedule 3.4, the Financial Statements (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”x) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with GAAP applied on a consistent basis throughout the books periods covered thereby, except as may be indicated in the notes thereto and except, in the case of account Unaudited Financial Statements, for the absence of footnotes and other financial records of the Group Companies subject to year-end adjustments, and (y) fairly present, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations position of the Group Companies as of the dates thereof and their consolidated results of operations and cash flows for the periods covered therebythen ended (subject, in the case of the Unaudited Financial Statements, to the absence of customary footnotes and to normal year-end adjustments).
(Cd) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices The minutes and stock records of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with from the past practices of the Companytwo years have been Made Available to Buyer, (ii) are complete true and correct in all material respects, respects and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with customary business practices. Such minutes contain accurate and complete records of all applicable Laws (including Anti-Corruption Laws) meetings, and good business actions taken by written consent of, the equityholders, the board of directors and accounting practices.
(c) All any committees of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course board of business consistent with past practice, and reserves therefor shown on the Financial Statements are directors (or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(danalogous governing body) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected for the periods covered thereby. At the Closing, all of those books and records will be in the Financial Statements or arising after possession of the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableGroup Companies.
Appears in 2 contracts
Sources: Stock Purchase and Contribution Agreement, Stock Purchase and Contribution Agreement (Fresenius Medical Care AG & Co. KGaA)
Financial Statements. (a) True The Company has delivered to Parent a true and complete copies copy of (ia) the unaudited balance sheet of Helio and the Company as of April 30, 2008 (the “Company Balance Sheet”) and the unaudited statements of operations and cash flows of Helio and the Company for the four (4) month period then ended (the “Unaudited Company Financial Statements”) and (b) the audited consolidated balance sheet of Helio and the Company as of each of December 31, 2007 and December 31, 2006 and the audited consolidated statement of income and cash flows of Helio and the Company for each of the three (3) fiscal years then ended December 31(including, 2016in each case, December 31, 2017 and December 31, 2018, and any footnotes thereto) (the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company“Audited Company Financial Statements” and, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Unaudited Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Company Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Audited Company Financial Statements (A) were or will be, as applicable, prepared in accordance with GAAP, applied on a consistent basis, and are consistent with the books of account and other financial records of the Group Companies Company. The Audited Company Financial Statements fairly present, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition of Helio and results of operations of the Group Companies Company, as of the dates thereof and the consolidated results of operations and cash flows of Helio and the Company for the periods covered thereby, (C) then ended. The Unaudited Company Financial Statements have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices preparation of the Group Companies in all material respectsAudited Company Financial Statements, except that the Unaudited Company Financial Statements are subject to normal year-end adjustments, do not contain footnotes and have not been audited by a third party accounting firm. The books and records of the Company have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements. Ernst & Young LLP is an independent registered public accounting firm with respect to Helio and has not resigned (D) include or will include, as applicable, all adjustments indicated that are necessary it declines to stand for a fair presentation in all material respects re-appointment after completion of the consolidated financial condition current audit) or been dismissed as independent public accountants of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyHelio.
(b) The books of account and other financial records of To the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices Knowledge of the Company, (ii) are complete and correct the Company maintains a system of internal accounting controls sufficient to comply in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance respects with all applicable Laws (including Anti-Corruption Laws) and good business legal and accounting requirements. To the Knowledge of the Company, there are no significant deficiencies in the internal accounting controls which would reasonably be expected to adversely affect in any material respect the ability of the Company to record, process, summarize and report financial data. Neither the Company nor Helio has received written notice of any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Transaction Agreement (Sk Telecom Co LTD), Transaction Agreement (Virgin Mobile USA, Inc.)
Financial Statements. (a) True and complete copies of HYDRA will deliver to IVOI: (i) on the date hereof, the unaudited consolidated balance sheet of the Company for each HYDRA as of the three (3) fiscal years ended December 31September 30, 2016, December 31, 2017 and December 31, 2018, 2010 and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity income and changes in financial position of or cash flows, as appropriate, for the Company, together with all related notes and schedules thereto period then ended (collectively referred to herein as the “Annual Consolidated Unaudited 2010 HYDRA Financial Statements”), (ii) on the date hereof, a comfort letter from HYDRA’s independent registered public accounting firm confirming that the Unaudited 2010 HYDRA Financial Statements follow GAAP and that no significant changes have occurred since the last unaudited financial statements dated December 31, 2009 were prepared that have been consolidated into the audited financial statements of HYDRA’s parent, American Security Resources Corporation, (iii) five business days prior to the Closing Date, HYDRA will deliver to IVOI the audited balance sheet of the Company HYDRA as of March December 31, 2019 and June 30, 2019, respectively, 2010 and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity income and changes in financial position or cash flows, as appropriate, for the period then ended (the “Audited 2010 HYDRA Financial Statements”) (all such financial statements, including the Audited 2010 HYDRA Financial Statements, the Unaudited 2010 HYDRA Financial Statements, are hereinafter collectively referred to as the “HYDRA Financial Statements”). The HYDRA Financial Statements: (i) were compiled from the books and records of HYDRA regularly maintained by management and used to prepare the Companyfinancial statements of HYDRA, together (ii) were prepared in accordance with GAAP consistently applied throughout the period then ended and all related notes and schedules thereto, periods prior to that period; and (iii) present fairly and accurately the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of HYDRA for the Group Companies period or as of the dates thereof and for the periods covered therebythereof, (C) have been or will have beensubject, as applicablewhere appropriate, prepared to normal year-end audit adjustments, in each case in accordance with GAAP consistently applied during the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyperiod covered.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Merger Agreement (Ivoice, Inc /Nj), Agreement and Plan of Merger (Ivoice, Inc /Nj)
Financial Statements. (a) True and complete copies The Company has furnished to the Lender financial statements of the Company including (i) the unaudited audited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31sheets, 2016, December 31, 2017 and December 31, 2018, and the related unaudited audited consolidated statements of income, audited consolidated cash flow statements, shareholdersstatements of changes in stockholders’ equity and changes in financial position audited consolidated statements of cash flows as at and for the CompanyFiscal Year ended December 31, together with all related notes 2002, and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) unaudited interim financial statements for the period ending June 30, 2003, including, without limitation, an unaudited consolidated interim balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and 2003 (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial StatementsBalance Sheet”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other Such financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) statements are complete and correct in all material respectsrespects and fairly present the consolidated financial condition of the Company as at such dates and the results of operations of the Company as at such dates and for the period ended on such dates. Since the date of such statements, no materially adverse change has occurred in the business, operations, affairs or condition (financial or otherwise) of the Borrowers, taken as a whole.
(b) The Company has furnished, or caused to be furnished, to the Lender financial statements of Octagon including (i) unaudited balance sheets, unaudited statements of income, unaudited statements of changes in stockholders’ equity and do not contain or reflect any material inaccuracies or discrepanciesunaudited statements of cash flows as at and for the fiscal years ended December 31, 2001 and 2002, and (iiiii) have been maintained unaudited interim financial statements for the period ending June 30, 2003, including, without limitation, an unaudited interim balance sheet of Octagon as of June 30, 2003 (the “Octagon Balance Sheet”). Such financial statements are complete and correct in accordance with all applicable Laws (including Anti-Corruption Laws) material respects and good business fairly present the financial condition of Octagon as at such dates and accounting practices.
(c) All the results of operations of Octagon at such dates and for the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectibleperiod ended on such dates. Since the date of such statements, and have arisen from bona fide transactions, no materially adverse change has occurred in the ordinary course business, operations, affairs or condition (financial or otherwise) of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group CompanyOctagon.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Loan Agreement (Security Capital Corp/De/), Loan Agreement (Security Capital Corp/De/)
Financial Statements. (a) True and complete copies of As used herein, the term “Company Financials” means the (i) the unaudited consolidated balance sheet financial statement of the Target Company for (including, in each case, any related notes thereto), consisting of the three (3) fiscal years ended consolidated balance sheets of the Target Company as of December 31, 2016, December 31, 2017 2022 and December 31, 20182021, and the related consolidated unaudited consolidated income statements, changes in stockholder equity and statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of flows for the Company, together with all related notes and schedules thereto fiscal years then ended (collectively referred to herein as the “Annual Consolidated Financial StatementsCompany Financials”), (ii) the Target Company prepared unaudited financial statements, consisting of the consolidated balance sheet of the Target Company as of March 31, 2019 2023 and June 30March 31, 2019, respectively, 2022 (the “Unaudited Company Financials”) and the related unaudited consolidated statements of incomeincome statement, consolidated cash flow statements, shareholders’ changes in stockholder equity and changes in financial position statement of cash flow. True and correct copies of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) Unaudited Company Financials have been delivered by the Company provided to the Purchaser. True and complete copies On the date of this Agreement, the unaudited consolidated balance sheet of the Annual Company as of August 31, 2019, Financials and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto Unaudited Company Financials (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (Ai) were or will be, as applicable, prepared in accordance with accurately reflect the books of account and other financial records of the Group Target Companies in all material respectsas of the times and for the periods referred to therein, and (Bii) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition position of the Target Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Group Target Company for the periods indicated. Immediately prior to Closing, the Company Financials shall (i) accurately reflect the books and records of the Target Companies as of the dates thereof times and for the periods covered therebyreferred to therein, (Cii) have been or will have been, as applicable, were prepared in accordance with GAAP, consistently applied throughout and among the Applicable Accounting Standard applied on a basis consistent with periods involved (except that the past practices of unaudited statements exclude the Group Companies footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in all material respectsamount), and (Diii) include or will include, as applicable, all adjustments that are necessary for a fair presentation comply in all material respects with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder, and (iv) fairly present in all material respects the consolidated financial condition position of the Group Companies Target Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Group Companies as of the dates thereof and Target Company for the periods covered thereby.
(bindicated. The Target Company has never been subject to the reporting requirements of Sections 13(a) The books of account and other financial records 15(d) of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesExchange Act.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 2 contracts
Sources: Business Combination Agreement (Zalatoris II Acquisition Corp), Business Combination Agreement (Zalatoris Acquisition Corp.)
Financial Statements. (a) True and complete copies of (i) the unaudited consolidated balance sheet of the The Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company has prior to the Purchaser. True date of this Agreement made available to Parent in the Virtual Data Room true and complete copies of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of August December 31, 20192021 and the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2020, and the related consolidated statements of income, consolidated operations and cash flow statements, shareholders’ equity and changes in financial position flows of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements Company and the Interim Consolidated Financial StatementsCompany Subsidiaries for each of the years then ended (collectively, the “Annual Financial Statements”), will be delivered to the Purchaser before the commencement which are attached as Section 4.07(a) of the Closing ExaminationCompany Disclosure Schedule. The Each of the Annual Financial Statements (Aincluding the notes thereto) were or will be, as applicable, (i) was prepared in all material respects in accordance with the books of account and other financial records United States generally accepted accounting principles in effect as of the Group Companies date of this Agreement (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and except for the financial statements for the year ended December 31, 2021, the omission of footnotes) and (ii) fairly presents, in all material respects, (B) present or will presentthe financial position, as applicable, fairly in all material respects the consolidated financial condition and results of operations and cash flows of the Group Companies Company and the Company Subsidiaries as of and at the dates date thereof and for the periods covered therebyperiod indicated therein, except (CA) have been as otherwise noted therein or will have been, as applicable, prepared (B) for any changes made in connection with the preparation of financial statements of the Company audited in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices auditing standards of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyPCAOB.
(b) The books Company has prior to the date of account this Agreement made available to Parent in the Virtual Data Room true and other financial records complete copies of the unaudited consolidated balance sheet of the Company and other Group Companies the Company Subsidiaries as of June 30, 2022 (the “Interim Financial Statements Date”), and the related unaudited consolidated statements of operations and cash flows of the Company and the Company Subsidiaries for the six-month period then ended (collectively, the “Interim Financial Statements”), which are attached as Section 4.07(b) of the Company Disclosure Schedule. The Interim Financial Statements (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein were prepared in accordance with Applicable Accounting Standard, and in each case, GAAP applied on a consistent basis consistent with throughout the past practices periods indicated (except for the omission of the Company, footnotes and subject to year-end adjustments) and (ii) are complete and correct fairly present, in all material respects, the financial position, results of operations and do not contain or reflect any material inaccuracies or discrepanciescash flows of the Company and the Company Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein and (iii) have been maintained in accordance with all applicable Laws (including Antisubject to normal and recurring year-Corruption Laws) and good business and accounting practicesend adjustments.
(c) All Except as and to the extent set forth on the Annual Financial Statements or the Interim Financial Statements, neither the Company nor any Company Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for: (i) liabilities that were incurred in the ordinary course of business or in connection with the consummation of the Transactions since the Interim Financial Statements Date, (ii) obligations for future performance under any Contract to which the Company or any Company Subsidiary is a party or (iii) such other liabilities and obligations which are not, individually or in the aggregate, expected to result in a Company Material Adverse Effect.
(d) In the two (2) years prior to the date of this Agreement, (i) neither the Company nor any Company Subsidiary nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any Company Subsidiary, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer or general counsel of the Company, the Company Board or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any Company Subsidiary has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any Company Subsidiary or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any Company Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any Company Subsidiary in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
(f) All accounts receivable owing to any Group of the Company constitute valid and enforceable claims and are good and collectible, and the Company Subsidiaries reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions, transactions in the ordinary course of business consistent with past practicepractices and in accordance with GAAP and are collectible, and reserves therefor shown on subject to bad debts reserved in the Interim Financial Statements are or will be adequate and on a basis consistent with Statements. To the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete knowledge of the sales and to entitle the respective Group Company to collect Company, such accounts receivable receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in full. There are no material contingent or asserted claimsordering, refusals to payshipping, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionspricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practicepractices. Since December 31, 2021, neither the Company nor any of the Company Subsidiaries has modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company or any of the Company Subsidiaries sell goods, fill orders or record sales.
(eg) All accounts payable of the Group Companies Company and the Company Subsidiaries reflected in on the Interim Financial Statements or arising after the date thereof thereafter are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2021 through the date of this Agreement, the Company and the Company Subsidiaries have not altered in any material respects their practices for the payment of such accounts payable, including the timing of such payment.
(h) The Company has established and maintains a system of internal accounting controls designed to provide reasonable assurance that (i) all transactions are executed in accordance with management’s specific authorization; (ii) the preparation of the Company’s financial statements for external purposes are in conformity with GAAP and maintain asset accountability; (iii) access to assets is only permitted in accordance with management’s specific authorization and (iv) the Company’s records accurately reflect the transaction and disposition of assets, in all material respects.
(i) Neither the Company (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company as of the date of this Agreement,, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding any of the foregoing.
Appears in 1 contract
Sources: Merger Agreement (Breeze Holdings Acquisition Corp.)
Financial Statements. (a) True and Included in Section 3.5(a) of the Disclosure Schedule are complete copies of (i) the unaudited audited consolidated balance sheet sheets of the Company for each of Seller Parties and the three (3) fiscal years ended Companies as at December 31, 20162009, 2010 and 2011 (December 31, 2017 and December 31, 2018, 2011 being the “Balance Sheet Date”) and the related unaudited audited consolidated statements of income, consolidated cash flow statementsoperations and deficit, shareholders’ equity (deficiency) and changes in financial position cash flows of the Company, together with all related notes Seller Parties and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), Companies for the fiscal years then ended and (ii) the unaudited consolidated balance sheet of the Company Seller Parties and the Companies (the “Balance Sheet”) as of March 31, 2019 and June at November 30, 2019, respectively, 2012 and the related consolidated statements of income, consolidated cash flow statementsoperations and deficit, shareholders’ equity (deficiency) and changes in financial position cash flows of the Company, Seller Parties and the Companies for the eleven-month period then ended (together with all the audited and unaudited statements set forth in (i), including the related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, have been prepared from the Books and Records in accordance with GAAP applied on a consistent basis throughout the books of account and other financial records periods indicated, except, in the case of the Group Companies in all material respectsunaudited financial statements, (B) for the failure to include the footnotes required by GAAP. The Financial Statements fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition position and results of operations operations, shareholders’ equity (deficiency) and cash flows of the Group Companies Seller Parties and the Companies, on a consolidated basis, as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared reflected thereon. The Seller Parties and the Companies maintain a standard system of accounting established and administered in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyGAAP.
(b) The books of account Seller Parties and other financial records of the Company and other Group Companies (i) reflect all items of income make and expense keep accurate Books and all assets Records in a consistent manner and Liabilities required to be reflected therein (ii) maintain internal accounting controls that provide reasonable assurance that (A) transactions are and have been executed in accordance with Applicable Accounting Standardmanagement’s authorization, (B) transactions are and have been recorded as necessary to permit preparation of their financial statements and to maintain accountability for their assets, (C) access to their assets is and has been permitted only in accordance with management’s authorization, and (D) the reported accountability for their assets is compared with existing assets at reasonable intervals. There has not been (i) any significant deficiency in each case, applied on a basis consistent with the past practices design or operation of internal controls which could affect the ability of the CompanySeller Parties and the Companies to record, process, and summarize its consolidated financial data or any material weaknesses in internal controls of the Seller Parties or the Companies, or (ii) are complete and correct any fraud that involves management or other employees who have a significant role in all material respectsthe internal controls of the Seller Parties or the Companies. Since the Balance Sheet Date, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) there have been maintained no changes in accordance internal controls or in other factors that could materially affect internal controls by the Seller Parties or the Companies, including any corrective actions with all applicable Laws (including Anti-Corruption Laws) regard to significant deficiencies and good business and accounting practicesmaterial weaknesses.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Financial Statements. (a) True Parent has filed with the SEC true and complete correct copies of (i) the unaudited consolidated audited balance sheet sheets of the Company for each Parent and its subsidiaries as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 20182006, and the related unaudited consolidated statements of incomeoperations, consolidated cash flow statements, shareholderscomprehensive loss and stockholders’ equity and changes in financial position of cash flows for the Companyyear then ended, together with all related notes including footnotes thereto, audited by Amper, Politziner & ▇▇▇▇▇▇, P.C., independent registered public accountants and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated an interim balance sheet of the Company Parent as of March 31, 2019 and June September 30, 2019, respectively2007, and the related consolidated statements of incomeoperations, consolidated cash flow statements, shareholderscomprehensive loss and stockholders’ equity and changes in financial position of cash flows for the Companyyear then ended, together with all related notes and schedules including footnotes thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Parent Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Parent Financial Statements (Ai) were or will be, as applicable, prepared in accordance with GAAP; (ii) fairly and accurately present the books Parent’s financial condition and the results of account its operations as of their respective dates and other financial records of for the Group Companies periods then ended, in all material respects, ; (Biii) present or will present, as applicable, fairly in contain and reflect all material respects the consolidated necessary adjustments and accruals for a fair presentation of Parent’s financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered therebytheir dates, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, ; and (Div) include or will include, as applicable, contain and reflect adequate provisions for all adjustments that are necessary reasonably anticipated liabilities for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for income, property, sales, payroll or other Taxes applicable to Parent with respect to the periods covered therebythen ended. Parent has heretofore delivered to the Company complete and accurate copies of all “management letters” received by it from Parent’s accountants and all responses during the last three (3) years by lawyers engaged by Parent to inquiries from Parent’s accountant or any predecessor accountants.
(b) The books Except as specifically disclosed or as reflected in the Exchange Act Filings, reflected or fully reserved against in the Parent Financial Statements and for liabilities and obligations of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, a similar nature and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, similar amounts incurred in the ordinary course of business consistent with past practicesince the date of the Parent Financial Statements, there are no liabilities, debts or obligations of any nature (whether accrued, absolute, contingent, liquidated or unliquidated, unasserted or otherwise) relating to Parent. All debts and reserves therefor shown liabilities, fixed or contingent, which should be included under GAAP on an accrual basis on the Parent Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companyincluded therein.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Merger Agreement (Intelli Check Inc)
Financial Statements. (a) True and complete copies The Company. Attached hereto as Schedule 3.05-1 delivered by Sellers to Foodbrands upon the execution of this Agreement, are (i) the unaudited consolidated audited balance sheet sheets of the Company for each as of the three (3) fiscal years ended December 31, 20161994 (the "Company Balance Sheet") and January 1, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”)1994, (ii) the related statements of income, statements of partners' capital and statements of cash flows of the Company for the years then ended, (iii) the unaudited consolidated balance sheet of the Company as of March 31October 7, 2019 1995 (the "Interim Balance Sheet") and June 30, 2019, respectively, and (iv) the related consolidated profit and loss statements of income, consolidated cash flow statements, shareholders’ equity (the financial statements referred to in the preceding clauses (i) and changes in financial position of (ii) are collectively referred to as the Company, "Audited Financial Statements" and shall be presented together with all related notes and schedules thereto, and accompanied by the reports thereon of the Company's independent accountants; the financial statements referred to in the preceding clauses (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iiiiv) are collectively referred to herein as the “Interim Consolidated "Unaudited Financial Statements”"). All such balance sheets (and the footnotes and schedules thereto) have been delivered by (x) fairly present the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet financial position of the Company as of August the respective dates thereof and (y) have been prepared in accordance with GAAP applied on a consistent basis, except in the case of the Unaudited Financial Statements for the omission of all footnote disclosures and for normal year end adjustments. All such statements of operations and retained earnings and profit and loss statements fairly present the results of operations of the Company for the respective periods indicated, in accordance with GAAP applied on a consistent basis, except in the case of the Unaudited Financial Statements for the omission of all footnote disclosures and for normal year end adjustments.
(b) International Meat Ingredients, Ltd. Attached hereto as Schedule 3.05-2 delivered by Sellers to Foodbrands upon the execution of this Agreement are (i) the audited directors' report and financial statements for the year ended December 31, 20191994 of the International Meat Ingredients, Ltd. ("IMI"), and (ii) the unaudited balance sheet of IMI as of August 27, 1995, and the related consolidated statements of income, consolidated profit and loss account and cash flow statementsstatement for the period then ended (collectively, shareholders’ equity and changes in the "IMI Financial Statements"). The IMI Financial Statements fairly present the financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement IMI as of the Closing Examination. The Financial Statements (A) were or will be, as applicable, respective dates thereof and have been prepared in accordance with the books of account Companies Acts 1963 to 1990 and other financial records the European Communities (Companies: Group Accounts) Regulations 1992 applied on a consistent basis, except in the case of the Group Companies in unaudited IMI Financial Statements for the omission of all material respects, (B) footnote disclosures and for all normal year-end adjustments. All profit and loss account statements and cash flow statements fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for IMI for the periods covered therebyrespective period indicated, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard Companies Acts 1963 to 1990 and the European Communities (Companies: Group Accounts) Regulations 1992 applied on a basis consistent with basis, except in the past practices case of the Group Companies in unaudited IMI Financial Statements for the omission of all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof footnote disclosures and for the periods covered therebynormal year-end adjustments.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Financial Statements. (a) True and complete copies of The attached “Financial Statements Schedule” contains the following financial statements (the “Financial Statements”):
(i) the audited balance sheets of the Company and its Subsidiaries as of December 31, 2003 (the “2003 Balance Sheet”), 2002 and 2001, and the related audited statements of income, changes in shareholders’ equity and cash flows for each of the three years then ended; and
(ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2004 (the “Latest Balance Sheet”) and the related statement of income for the six-month period then ended. Except as set forth in the Financial Statements Schedule, each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The foregoing Financial Statements (Aincluding in all cases the notes thereto, if any) were or will be, as applicable, prepared in accordance with the books of account is accurate and other financial records of the Group Companies complete in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis is consistent with the past practices books and records of the Group Companies Company and its Subsidiaries (which, in turn, are accurate and complete in all material respects) and presents fairly the financial condition, results of operations and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects cash flows of the consolidated financial condition of the Group Companies Company and the results of the operations of the Group Companies as of the dates thereof and for its Subsidiaries in accordance with GAAP throughout the periods covered therebythereby except as may otherwise be indicated in the notes thereto, if any, and except, in the case of the Financial Statements for the six-month period ended June 30, 2004, for the absence of footnotes.
(b) The books of account and other financial records All accounts receivable of the Company and other Group Companies its Subsidiaries (iA) reflect all items are bona fide receivables incurred in the ordinary course of income business, (B) are properly reflected on the Company’s and expense its Subsidiaries’ books and all assets and Liabilities required to be reflected therein records in accordance with Applicable Accounting StandardGAAP and are net of reserves for bad debt and (C) are not subject to any counterclaim, or a claim for a chargeback, deduction, credit, set-off or other offset other than as reflected on the Financial Statements by appropriate reserves against customer rebates, returns and other allowances. No Person has any Lien, other than pursuant to the Financing Documents, on any accounts receivable or any part thereof, and no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by the Company or any of its Subsidiaries with respect to any accounts receivable other than in each case, applied on a basis consistent with the past practices ordinary course of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesbusiness.
(c) All of the accounts receivable owing Company’s and its Subsidiaries’ inventory (including raw materials, work in progress and finished goods, and (solely with respect to clause (A)) including any Off-Balance-Sheet Inventory located in or on any premises of the Company or its Subsidiaries)
(A) represents a bona fide asset and is in good condition and repair, and except to the extent of the reserves, are not obsolete or defective, and is of the quality and quantity so as to be useable or saleable, (B) is properly reflected on their books and records in accordance with GAAP and are net of adequate reserves for items that are obsolete, slow-moving, damaged or below-standard quality and (C) is not subject to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to paycounterclaim, or other rights of a claim for a charge back, deduction, credit, set-off with respect or other offset, other than as reflected by appropriate inventory reserves. No Person has any Lien, other than pursuant to the Financing Documents, on any Group Companyinventory or any part thereof.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Merger Agreement (Broder Bros Co)
Financial Statements. (a) True and complete copies Copies of the following financial statements have been attached to Schedule 4.4: (i) the unaudited unaudited, consolidated balance sheet of the Company for each Entities as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2020 and December 31, 20182019, and the related consolidated unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of income statement for the Companyfiscal years then ended, together with all related the notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company Entities as of March 31July 3, 2019 and June 30, 2019, respectively2021 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of unaudited income statement for the Company, together with all related notes and schedules thereto, and six (iii6) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital accounting periods then ended ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31” and, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial Financial Statements have been properly extracted from the business records of the Company Entities and other Group Companies are consistent with the books and records of the Company Entities (i) reflect all items subject to the application of income estimates and expense and all assets and Liabilities assumptions required to be reflected therein present the Business on a stand-alone basis). The Financial Statements were prepared in accordance with Applicable Accounting Standardthe accounting principles and procedures of the Company Entities, and in each caseexcept as set forth on Schedule 4.4, applied on a basis consistent with the past practices Financial Statements have been prepared by management of the CompanyCompany Entities in accordance with GAAP in all material respects (except for the absence of footnote disclosure and the absence of any year-end adjustments (which adjustments are not material individually or in the aggregate) in the Interim Financial Statements). The Financial Statements fairly present, (ii) are complete and correct in all material respects, the financial position and do not contain or reflect any material inaccuracies or discrepancies, results of operation of the Company Entities as of their respective dates and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesfor the periods then ended.
(c) All The amount of all accounts and notes receivable, unbilled receivables and other debts owed to the Company Entities (collectively the “Accounts Receivable”) due or recorded in the books and records of account of the accounts receivable owing to any Group Company constitute valid and enforceable claims and Entities are good and collectible, and have arisen from bona fide transactions, in and valid Accounts Receivable of the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, Entities arising in the ordinary course of business consistent with past practice.
(ed) All accounts payable Neither the Company Entities nor any Subsidiary thereof is party to, or maintains, any “off-balance sheet arrangements” within the meaning of Item 303(a) of Regulation S-K under the Group Companies reflected Exchange Act, other than as disclosed in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableStatements.
Appears in 1 contract
Sources: Equity and Asset Purchase Agreement (Enpro Industries, Inc)
Financial Statements. (a) True and complete copies of (i) the unaudited audited consolidated balance sheet and the related consolidated statement of income and expenses, stockholders’ equity and cash flows of the Company and its Subsidiary for each the fiscal year ended as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2012 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited reviewed consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements statement of incomeincome and expenses, consolidated cash flow statements, shareholdersstockholders’ equity and changes in financial position cash flows of the CompanyCompany and its Subsidiary for the fiscal year ended as of December 31, 2013, in each case, together with all related notes and schedules thereto, and (iii) accompanied by the calculation details reports thereon of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital Company’s accountant ((ii) and (iii) are collectively referred to herein as collectively, the “Interim Consolidated Financial Statements”) have been delivered made available or will be made available by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Acquisition Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered on or prior to the Purchaser before the commencement of the Closing ExaminationClosing. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respectsCompany and its Subsidiary, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies Company and its Subsidiary as of the dates thereof and or for the periods covered thereby, (C) except for the reviewed Financial Statements for 2013, have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, GAAP applied on a basis consistent with the past practices of the Company, (iiD) except for the reviewed Financial Statements for 2013, include all adjustments (consisting only of normal recurring accruals) that are complete necessary for a fair presentation of the financial condition of the Company and correct the results of the operations of the Company in all material respectsrespects as of the dates thereof or for the periods covered thereby, (E) were prepared by a public accounting firm registered and do not contain or reflect any material inaccuracies or discrepancies, in good standing with the Public Company Accounting Oversight Board and (iiiF) have been maintained in accordance comply with all applicable Laws requirements of the SEC.
(including Anti-Corruption Lawsb) Set forth in Schedule 4.4(b) is Seller’s good faith estimate, as of the date hereof, of the Estimated Transaction Expenses and good business Estimated Outstanding Indebtedness and accounting practicesthe components thereof.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and The Closing Date Balance Sheet shall have been paid or are not yet due and payableprepared in good faith.
Appears in 1 contract
Financial Statements. (a) True Set forth in Schedule 3.6(a) of the Company Disclosure Schedule are true, correct and complete copies of of: (i) the unaudited audited consolidated balance sheet sheets and the related audited consolidated statements of income and cash flows for the Company for each of the three (3) fiscal years ended December 31June 29, 20162021 and June 30, December 312020 for ME HoldCo, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto Inc. (collectively referred to herein as the “Annual Consolidated Financial StatementsHoldCo”), and (ii) the unaudited consolidated balance sheet of HoldCo for the Company as of March 31fiscal quarter ended December 28, 2019 and June 30, 2019, respectively2021 (the “Balance Sheet”), and the related unaudited consolidated statements of incomeincome and cash flows of HoldCo for the period then ended (the foregoing, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statementscollectively, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (including any related notes and schedules thereto) (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results position of operations of the Group Companies HoldCo as of the dates thereof and for the periods covered thereby, (CB) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices accounting records and policies of the Company Group Companies and with GAAP, consistently applied throughout the periods covered thereby (except as may be indicated in the footnotes thereto and, in the case of the unaudited Financial Statements, for the absence of footnotes and for normal year-end adjustments, none of which adjustments would, in the aggregate, be materially adverse to the business, financial condition or operating results of HoldCo and its Subsidiaries) and (C) have been derived from the consolidated financial information, and the books and records, of the Company Group, which books and records are true, correct and complete in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books Company Group has adopted and maintains a set of account and other internal controls over financial records reporting applicable to each member of the Company and other Group Companies that provide reasonable assurance regarding (i) reflect all items the reliability of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Companyfinancial reporting, (ii) are complete and correct the preparation of financial statements in all material respects, and do not contain or reflect any material inaccuracies or discrepanciesaccordance with applicable Law, and (iii) have been maintained that all revenue and expense items are promptly and properly recorded for the relevant periods in accordance with all applicable Laws (including Anti-Corruption Lawsmaintained policies. Except as set forth in Schedule 3.6(a) and good business and accounting practices.
(c) All of the accounts receivable owing Company Disclosure Schedule, to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, the Company’s Knowledge there has been no (A) material deficiency or material weakness in the ordinary course system of business consistent with past practiceinternal accounting controls used by the Company Group, and reserves therefor shown on (B) Actual Fraud by any employee of the Company Group in relation to the preparation of the Financial Statements are Statements, (C) material wrongdoing that involves any employee of the Company Group who has or will be adequate and on had a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, role in the ordinary course preparation of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are internal accounting controls used by the Company Group or will be (D) any written claim or allegation with respect to the result Company regarding any of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableforegoing.
Appears in 1 contract
Sources: Merger Agreement (Dave & Buster's Entertainment, Inc.)
Financial Statements. (a) True and complete The Company has furnished Buyer with copies of the following (collectively, the "Financial Statements"): (i) the unaudited an audited consolidated balance sheet of the Company for each as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”)2010, (ii) the an unaudited consolidated balance sheet of the Company as of March 31, 2019 and June the nine months period ended September 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto2011, and (iii) the calculation details related income statements, statement of changes in shareholders equity and statements of cash flows for the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaserperiods ended on such dates. True and complete copies of the unaudited consolidated The balance sheet of the Company as of August December 31, 2019, 2010 is referred to herein as the "Company Balance Sheet" and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of date thereof is referred to herein as the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. "Company Balance Sheet Date." The Financial Statements are included in Section 4.5(a) of the Company Disclosure Letter.
(Ab) were or will be, as applicable, The Financial Statements: (i) are correct and complete in all material respects and have been prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, Company and its Subsidiary; (Bii) present or will present, except as applicable, fairly in all material respects the consolidated financial condition and results of operations set forth on Section 4.5(b) of the Group Companies as of the dates thereof and for the periods covered therebyCompany Disclosure Letter, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting International Financial Reporting Standard ("IFRS") consistently applied on a basis consistent throughout the periods covered, except as noted in the Financial Statements; (iii) reflect and provide in accordance with the past practices IFRS adequate reserves in respect of all known liabilities of the Group Companies in Company and its Subsidiary, including all material respectsknown contingent liabilities, as of such dates; and (Div) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of present fairly the consolidated financial condition of the Group Companies Company and its Subsidiary at such dates and the consolidated results of the their operations of the Group Companies as of the dates thereof and for the fiscal periods covered thereby.
then ended, subject (bwith respect only to the June 30, 2011 financial statements) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Antinormal year-Corruption Laws) and good business and accounting practicesend adjustments.
(c) All The Company and its Subsidiary keep books, records and accounts that, in reasonable detail, accurately and fairly reflect (i) the transactions and dispositions of assets of such entities and (ii) the value of inventory calculated in accordance with IFRS. Neither the Company nor its Subsidiary has, and to the Knowledge of the accounts receivable owing Company, no employee, non-employee agent or shareholder of the Company or its Subsidiary (in its capacity as such) has, directly or indirectly, made any payment of funds to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen entity or received or retained any funds from bona fide transactions, such entity in the ordinary course material violation of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the any Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group CompanyLaw.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, Except as reflected or reserved against in the ordinary course Financial Statements (which reserves have been established in accordance with IFRS), or disclosed in the footnotes thereto and except as set forth in Section 4.5(d) of business consistent with past practicethe Company Disclosure Letter, neither the Company nor its Subsidiary had any liabilities (including Tax liabilities) as of the Company Balance Sheet Date, absolute or contingent, of a type required to be recorded on a balance sheet or disclosed in the notes thereto under IFRS.
(e) All accounts payable Except as set forth in Section 4.5(e) of the Group Companies reflected Company Disclosure Letter or in the Financial Statements or arising after Statements, neither the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableCompany nor its Subsidiary has any material indebtedness for borrowed money.
Appears in 1 contract
Sources: Merger Agreement (Alvarion LTD)
Financial Statements. (a) True and complete copies of Tenant shall cause Specialty Retail Shops Holding Corp. (“SRSHC”) to deliver to Landlord the following financial statements:
(i) within forty-five (45) days after the unaudited end of each fiscal quarter of Tenant (provided, however, that Tenant shall not be in Default under this Lease for failure to deliver the following items unless such failure to deliver same continues and is not cured within an additional fifteen (15) days after the aforesaid forty-five (45) day period), the (A) consolidated balance sheet sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal period then ended of SRSHC (the “SRSHC Unaudited Reporting Financials”); (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under the rules and regulations of the Company SEC; and (C) income and expense statements for the business at each of the three Property Locations in the form attached hereto as Exhibit J (3such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(c)); and
(ii) within seventy-five (75) days after the end of each fiscal years ended December 31year of Tenant (provided, 2016however, December 31that so long as Tenant delivers to Landlord “draft” statements within the aforesaid seventy-five (75) day period, 2017 Tenant shall not be in Default under this Lease for failure to deliver the following items unless such failure to deliver same continues and December 31is not cured within an additional ten (10) days after the aforesaid seventy-five (75) day period), 2018the (A) consolidated balance sheet, and the related unaudited consolidated statements statement of incomeoperations, consolidated cash flow statements, shareholdersstatement of stockholders’ equity and changes in financial position statement of cash flows and all other related schedules for the Company, together with all related notes and schedules thereto fiscal period then ended of SRSHC (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 SRSHC Audited Reporting Financials” and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial StatementsSRSHC Unaudited Reporting Financials, the “Financial StatementsSRSHC Reporting Financials”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, ; (B) present or will present, as applicable, fairly in all material respects such other financial information reasonably requested by Landlord to the consolidated financial condition extent required for Landlord to satisfy its filing obligations under the rules and results of operations regulations of the Group Companies as of the dates thereof SEC; and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with income and expense statements for the Applicable Accounting Standard applied on a basis consistent with the past practices business at each of the Group Companies Property Locations (such information to be subject to the confidentiality and non-disclosure provisions set forth in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebySection 31.17(c)).
(b) The books of account All financial statements to be provided hereunder shall be prepared in accordance with GAAP.
(c) Landlord agrees to treat as confidential, and to not disclose without Tenant’s written consent, all income and expense statements for the business at each Property Location and any other financial records of information specific to a Property Location including, but not limited to, the Company and other Group Companies reports generated by Tenant under Section 31.17(f) (collectively, the “Confidential Information”), provided, however, that Confidential Information does not include information which (i) reflect all items of income and expense and all assets and Liabilities required is already known to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied Landlord prior to receipt as evidenced by prior documentation thereof or has been independently developed by Landlord on a basis consistent with the past practices of the Company, non-confidential basis; (ii) is or becomes generally available to the public other than as a result of an improper disclosure by Landlord or its representatives; (iii) becomes available to Landlord on a non-confidential basis from a source other than Tenant or any of its representatives, provided that such source is not, to Landlord’s knowledge, bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Tenant with respect to such information; or (iv) is disclosed pursuant to a requirement of a court, administrative agency or other regulatory or governmental body or is disclosed pursuant to applicable law, rule or regulation. Notwithstanding the foregoing, Landlord may, without the written consent of Tenant, disclose any Confidential Information to any potential buyer, assignee, or other counterparty of Landlord, or Landlord’s actual or potential financing sources, in each case in connection with any transaction contemplated by Section 12.04 (collectively, “Landlord Counterparties”) or a Mortgagee or trustee in connection with a securitization or a rating agency involved with respect to such securitization (“Securitization Parties”, collectively with Landlord Counterparties, the “Disclosure Parties”) and the Securitization Parties may further disclose the Confidential Information solely to B-piece buyers in connection with the securitization or an institutional investor that typically invests in securitizations of this type and size (“Other Parties”) to the extent the Securitization Parties customarily disclose the same to the Other Parties in connection with the securitization and to the extent requested by the Other Parties; provided that (A) the Securitization Parties and the Other Parties are advised that the Confidential Information is confidential, and (B) the Confidential Information may not be placed in any prospectus, or other securities offering material or other written materials by Landlord, or any Mortgagee, trustee or rating agency or any Affiliated Party. In addition, any Disclosure Parties and the Other Parties (other than the rating agencies and potential financing sources which are not required to execute a Confidentiality Agreement but may only disclose information to parties that have executed a Confidentiality Agreement) shall execute a confidentiality agreement substantially in the form attached hereto as Schedule 31.17(c), or such other form as reasonably agreed upon by Tenant, Landlord, the Disclosure Parties, and/or the Other Parties (the “Confidentiality Agreement”) in connection with the disclosure of Confidential Information hereunder; provided, however, that any Landlord Counterparty may disclose such Confidential Information to its actual or potential financing sources that are informed by such Landlord Counterparty of the confidential nature of the Confidential Information and that agree to be bound by the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary contained in this Section, (a) in no event shall any Confidential Information be disclosed to any retailers, and (b) Landlord and Tenant understand and agree that the Disclosure Parties may disclose aggregate, portfolio level financial information regarding Tenant and the Properties as a whole.
(d) All financial statements to be provided hereunder shall be certified by the chief financial officer or administrative member of Tenant (or other party delivering such financials), which certification shall be in the form of Schedule 31.17(d) attached hereto and shall state that such financial statements (i) are true, complete and correct in all material respects, and do not contain (ii) fairly present, in all material respects, the financial condition of Tenant (or reflect any material inaccuracies or discrepanciesother party delivering such financials) as of the date of such reports, and (iii) satisfy the requirements set forth in Section 31.17. If Tenant (or other party delivering financial statements) discovers that financial statements delivered to Landlord hereunder contain a misstatement or an omission in any material respect, it shall promptly notify Landlord of same and take such actions as are reasonably necessary to correct, or cause to be corrected, such financial statements; provided, however, in no event shall Tenant (or other party delivering such financials) willfully and intentionally misstate its financial statements. In no event shall Tenant have been maintained any liability to Landlord or its affiliates in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All respect of any breach of the accounts receivable owing foregoing certification caused by Tenant’s negligence or gross negligence or, except as set forth in Section 16.01 and Section 16.02, for failure to any Group Company constitute valid perform its obligations under this Section 31.17. Landlord’s sole rights and enforceable claims and remedies for a breach of this Section 31.17 shall be limited to those remedies that are good and collectible, and have arisen from bona fide transactions, available to Landlord as set forth in the ordinary course Section 16.02 of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practicet his Lease.
(e) All accounts payable Tenant agrees that the SRSHC Audited Reporting Financials shall be audited by, and the Holding Unaudited Reporting Financials and the SRSHC Unaudited Reporting Financials shall be reviewed by, a nationally recognized accounting firm. Furthermore, Tenant shall use commercially reasonable efforts to cause its accountants to deliver their consent in a timely manner to the inclusion of their audit opinion in any regulatory reports filed as part of Spirit’s SEC reporting obligation; provided, however, that such accountants’ failure or refusal to consent shall not be a Default under this Lease.
(f) Tenant agrees, as an accommodation to Landlord and for strictly informational purposes, to prepare and deliver to Landlord a report of each Property Location detailing the (i) sales per square foot at each individual Property Location, (ii) occupancy costs of each Property Location, and (iii) capital expenditures of each Property Location, within forty-five (45) days after the end of each fiscal quarter and ninety (90) days after the close of each fiscal year of Tenant, as applicable (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(c)); provided, however, that (1) the inaccuracy of any reports described in this Section 31.17(f), (2) Tenant’s failure to timely deliver such reports described in this Section 31.17(f), and/or (3) any deficiency in such reports described in this Section 31.17(f) or any other failure to comply with this Section, shall not constitute a Default under this Lease.
(g) Notwithstanding any other provision contained in this Section 31.17, from and after the earlier of (i) the date when the Guaranty is no longer in full force or effect, and (ii) the date that the SEC first requires the inclusion of Tenant’s financial statements (rather than the consolidated financial statements of SRSHC) in the SEC reports of Spirit Realty Capital, Inc., Tenant shall be obligated to deliver financial statements (of the Group Companies reflected type and having the characteristics described herein) of Tenant, in the Financial Statements or arising after the date thereof are or will be the result lieu of bona fide transactions in the ordinary course causing SRSHC to deliver such financial statements of business and have been paid or are not yet due and payableSRSHC.
Appears in 1 contract
Sources: Master Lease (Spirit MTA REIT)
Financial Statements. (a) True The Company has delivered to Buyer the audited balance sheets (including the related notes and complete copies of (iindependent auditors report thereon) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1997, March 31, 1996 and March 31, 1995, and the related audited statements of income and retained earnings and cash flows of the Company and its Subsidiaries for each of the three (3) fiscal years in the period ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 301997 (collectively, 2019, respectively, and the "Audited Financial Statements"). Each of the balance sheets (including the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes notes) included in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Audited Financial Statements and the Interim Consolidated Financial Statementspresents fairly, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations position of the Group Companies Company and its Subsidiaries as of the respective dates thereof thereof, and for the periods covered therebyother related statements (including the related notes) included in the Audited Financial Statements present fairly, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, the results of operations and cash flows of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein. Each of the balance sheets and statements of income and retained earnings and cash flows (Dincluding the related notes) include or will includeincluded in the Audited Financial Statements has been prepared, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for respects, in accordance with GAAP applied on a consistent basis during the periods covered therebyinvolved, except as otherwise noted therein.
(b) The books of account and other financial records Company has delivered to Buyer the unaudited balance sheet of the Company and other Group Companies its Subsidiaries as of December 31, 1997 (the "Interim Balance Sheet") and the unaudited statements of income and retained earnings and cash flows of the Company and its Subsidiaries for the nine-month period ended December 31, 1997 (together with the Interim Balance Sheet, the "Unaudited Financial Statements"). Except for normally recurring year-end adjustments, which adjustments will not be material either individually or in the aggregate to the Company and its Subsidiaries taken as a whole, and the absence of any notes to the Unaudited Financial Statements, (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein the Interim Balance Sheet included in accordance with Applicable Accounting Standardthe Unaudited Financial Statements presents fairly, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, the financial position of the Company and do not contain or reflect any its Subsidiaries as of December 31, 1997; (ii) the other related statements included in the Unaudited Financial Statements present fairly, in all material inaccuracies or discrepanciesrespects, the results of operations and cash flows of the Company and its Subsidiaries for the nine-month period ended December 31, 1997; and (iii) have each of the balance sheet, the statement of income and retained earnings and the statement of cash flows included in the Unaudited Financial Statements has been maintained prepared, in all material respects, in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All GAAP applied on a consistent basis during the period involved, except as otherwise noted therein. For purposes of this Agreement, the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Audited Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Unaudited Financial Statements or arising after shall be defined collectively as the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable"Financial Statements".
Appears in 1 contract
Financial Statements. (a) True and complete copies of Seller has delivered to Buyer the following financial statements:
(i) the unaudited consolidated audited balance sheet sheets of Seller for the Company for each of the three (3) fiscal years ended December 31ending on September 30, 20161994, December 31September 30, 2017 1995 and December 31September 30, 2018, 1996 (the "Base Balance Sheet") and the related unaudited consolidated statements of income, consolidated retained earnings and cash flow statementsflows for the three years then ended, shareholders’ equity and changes in financial position of including the Companynotes thereto, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”)certified by Smit▇ & ▇adi▇▇▇ ▇.▇., independent public accountants; and
(ii) the unaudited consolidated balance sheet sheets of Seller for the Company as of March quarter ending December 31, 2019 1996 and June 30income statements for the period then ended, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in certified by Seller's chief financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examinationofficer. The Financial Statements (A) were or will be, as applicable, have been prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for using generally accepted accounting principles consistently applied during the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, thereby and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain (ii) present fairly in all material respects the financial condition of Seller at the dates of said statements and the results of Seller's operations and cash flows for the periods covered thereby (subject in the case of the unaudited Financial Statements to normal year-end adjustments and the absence of footnotes). There has been no Material Adverse Change in the financial condition of the Business or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesPurchased Assets since the date of the Base Balance Sheet.
(cb) All As of the accounts receivable owing to any Group Company constitute valid date hereof and enforceable claims as of the Closing Date, Seller had and are good and collectiblewill have no liabilities (which liabilities, and have arisen from bona fide transactions, when taken individually or in the ordinary course aggregate are material) of business consistent with past practiceany nature, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material whether accrued, absolute, contingent or otherwise, asserted claimsor unasserted, refusals to payknown or unknown (including, without limitation, liabilities as guarantor or other rights of set-off otherwise with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionsobligations of others, in or liabilities for taxes due or then accrued or to become due or contingent or potential liabilities relating to activities of Seller or the ordinary course of business consistent with past practice.
(e) All accounts payable conduct of the Group Companies Business of Seller prior to the date hereof or the Closing, as the case may be, regardless of whether claims in respect thereof had been asserted as of such date), except (i) liabilities reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions notes thereto, (ii) liabilities reflected in the ordinary course Disclosure Schedule furnished to Buyer hereunder, or (iii) liabilities incurred in the Ordinary Course of business and have been paid or are not yet due and payableBusiness since December 31, 1996.
Appears in 1 contract
Sources: Asset Purchase Agreement (Tri State Outdoor Media Group Inc)
Financial Statements. (ai) True Section 6.1(e)(i) of the Company Disclosure Letter sets forth true and complete copies of (iA) the unaudited interim consolidated balance sheet of the Company (the “Latest Balance Sheet”) as of July 31, 2020 (the “Balance Sheet Date”) and the related unaudited interim consolidated statements of operations and cash flows for each the seven (7) months then ended and (B) the unaudited consolidated balance sheets of the three (3) fiscal years ended Company as of December 31, 2016, December 31, 2017 2018 and December 31, 2018, 2019 and the related unaudited consolidated statements of incomeoperations, consolidated cash flow statements, shareholdersstockholders’ equity and changes in cash flows for the fiscal years then ended (the financial position of the Company, together with all related notes and schedules thereto (collectively statements referred to herein as the “Annual Consolidated Financial Statements”), in clauses (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((iiA) and (iiiB) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statementscollectively, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A1) were or will bepresent fairly, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, the consolidated financial position of the Company and its consolidated results of operations and cash flows for the respective periods then ended (Bsubject to the absence of footnotes), (2) present or will presentwere prepared in conformity with GAAP, applied on a consistent basis during the periods covered thereby (except as applicablemay be indicated therein), fairly and (3) have been prepared from, and are in accordance in all material respects with, the consolidated financial condition books and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income its Subsidiaries. The Company and expense its Subsidiaries have maintained accurate books and all records reflecting their respective assets and Liabilities required to be reflected therein liabilities and have utilized internal control over financial reporting such that the transactions recorded in the Financial Statements were done so in accordance with Applicable Accounting StandardGAAP and other good business and bookkeeping practices. Since the Balance Sheet Date, and there has been no change in each case, applied on a basis consistent with the past practices any of the Companyaccounting (or Tax accounting) policies, practices or procedures of the Company or any of its Subsidiaries, except as set forth on Section 6.1(e)(i) of the Company Disclosure Letter.
(ii) Neither the Company nor any of its Subsidiaries has any liability, obligation or commitment, whether fixed or unfixed, matured or unmatured, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, due or to become due, c▇▇▇▇▇ or inchoate, liquidated or unliquidated, secured or unsecured, except for (A) liabilities that are complete specifically and correct adequately reflected or reserved against in all material respectsthe Latest Balance Sheet, (B) liabilities arising pursuant to this Agreement, (C) Company Transaction Expenses that have been adequately reflected in the Estimated Closing Statement and do not contain or reflect any material inaccuracies or discrepancies, and (D) liabilities of the type set forth in the balance sheets included in the Financial Statements which were incurred in the Ordinary Course of Business since the Balance Sheet Date.
(iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the The accounts receivable owing to any Group Company constitute valid reflected on the Latest Balance Sheet and enforceable claims and are good and collectible, and as will be reflected on the Estimated Closing Statement: (A) have arisen from bona fide transactions, transactions entered into by the Company or one of its Subsidiaries involving the sale of goods or the rendering of services in the ordinary course Ordinary Course of business consistent with past practiceBusiness to Persons that are not Affiliates of the Company; (B) constitute only valid, and reserves therefor shown on undisputed claims of the Financial Statements are Company or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required one of its Subsidiaries not subject to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights claims of set-off or other defenses or counterclaims; and (C) are reflected properly on the books and records of the Company in accordance with respect GAAP. None of the Company or any of its Subsidiaries has received written or, to the Knowledge of the Company, other notice indicating that any Group Company.
account debtor does not intend to, or would not reasonably be expected to have the ability to, pay any material accounts receivable within ninety (d90) All merchandise prepayment made days of invoice. Since the date of the Latest Balance Sheet, collection of accounts receivable by any Group the Company constitute valid and enforceable claims its Subsidiaries has been and have arisen from bona fide transactions, in the ordinary course of business is consistent with past practicepractices.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Financial Statements. (a) True Attached as Schedule 3.6 are true, correct and complete copies of the following financial statements (collectively, the “Financial Statements”):
(i) the unaudited condensed consolidated balance sheet of the Company for each Group Companies as of June 30, 2020 (the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018“Latest Balance Sheet”), and the related unaudited condensed consolidated statements of incomeoperations and comprehensive loss, consolidated cash flow statements, shareholders’ mezzanine equity and changes in financial position of stockholders’ deficit and cash flows for the Companysix month periods ended June 30, together with all related notes 2020 and schedules thereto 2019 (collectively referred to herein as with the Latest Balance Sheet, the “Annual Consolidated Unaudited Financial Statements”), ; and
(ii) the unaudited audited consolidated balance sheet of the Company Group Companies as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August December 31, 2019, and the related audited consolidated statements of incomeoperations and comprehensive loss, consolidated stockholders’ equity, and cash flow statementsflows for the year then ended, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Audited Financial Statements”). Except as set forth on Schedule 3.6, will be delivered to the Purchaser before the commencement each of the Closing Examination. The Financial Statements (Aa) were or will be, as applicable, has been prepared in accordance with GAAP applied on a consistent basis throughout the books of account periods indicated (except as may be indicated in the notes thereto), and other financial records of the Group Companies (b) fairly presents, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and position, results of operations and cash flows of the Group Companies as of at the respective dates thereof and for the respective periods covered therebyindicated therein, (C) have been except as otherwise noted therein and subject, in the case of the Unaudited Financial Statements, to normal and recurring year-end adjustments and the absence of notes, none of which, to the Knowledge of the Company, would be reasonably expected to be, individually or will have beenin the aggregate, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of material to the Group Companies taken as a whole in all material respects, and (D) include amount or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyscope.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect have been kept accurately in all items of income material respects in the Ordinary Course, the transactions entered therein represent bona fide transactions, and expense and all the revenues, expenses, assets and Liabilities required to be reflected liabilities of the Group Companies have been properly recorded therein in accordance with Applicable Accounting Standardall material respects. Except as set forth on Schedule 3.6(b), and there has been no change in each case, applied on a basis consistent with the past accounting methods or practices of the Companyany Group Company since December 31, (ii) are complete 2019. The Group Companies have established and correct maintain a system of internal accounting controls which is intended to provide, in all material respects, reasonable assurance: (i) that transactions, receipts and do not contain expenditures of the Group Companies are being executed and made only in accordance with appropriate authorizations of management and in all material respects in accordance with applicable Law, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) regarding prevention or reflect timely detection of unauthorized acquisition, use or disposition of the assets of the Group Companies, (iv) that the amount recorded for assets on the books and records of the Group Companies is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any material inaccuracies or discrepanciesdifference, and (iiiv) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) that accounts, notes and good business other receivables and accounting practicesinventory are recorded accurately.
(c) All accounts receivable of the Group Companies (excluding accounts receivable owing from any intercompany sales) reflected in the Latest Balance Sheet (i) are bona fide and valid receivables arising from sales actually made or services actually performed and arising in the Ordinary Course, (ii) are properly reflected on the books and records of the Company, and (iii) to the Knowledge of the Company as of the date of the Latest Balance Sheet, are not subject to any Group Company constitute valid and enforceable claims and setoffs, counterclaims, credits or other offsets which are good and collectiblenot reflected on the Latest Balance Sheet, and have arisen from bona fide transactionsother than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course Ordinary Course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companysimilar matters.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies (excluding any intercompany payables) reflected in the Financial Statements Latest Balance Sheet or arising after the date thereof subsequently created are or will be the result of valid payables that have arisen from bona fide transactions in the ordinary course Ordinary Course of business the Group Companies. Since the date of the Latest Balance Sheet, the Group Companies have paid their accounts payable in the Ordinary Course.
(e) Except for any inventory that is subject to a reserve for obsolete or unmarketable inventory shown on the Latest Balance Sheet and have except for inventory that has become obsolete or unmarketable in the Ordinary Course since the Latest Balance Sheet Date: (i) all inventory of the Group Companies is saleable, usable and merchantable and conforms in all material respects with any applicable contractual commitments and requirements of any Governmental Entity and (ii) all such inventory has been paid accumulated for use or are not yet due sale and payableis of quality adequate to satisfy existing Contracts, purchase orders and sales of the Group Companies.
Appears in 1 contract
Financial Statements. (a) True Section 3.6(a) of the Disclosure Schedule refers to the audited consolidated balance sheets of IMA as of December 31, 2005 (the "IMA Balance Sheet Date"), and complete copies December 31, 2004 and audited statements of income and cash flows of IMA for each of the fiscal years ending on such dates, together with any notes thereto and accountant's reports thereon (i) collectively, the "IMA Audited Financial Statements"), and the unaudited consolidated balance sheet of IMA (the Company for each "IMA Interim Balance Sheet") as of the three (3) fiscal years ended December 31September 30, 2016, December 31, 2017 and December 31, 2018, 2006 and the related unaudited consolidated statements statement of incomeincome of IMA for the period ending on such date (collectively, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated "IMA Unaudited Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 " and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated IMA Audited Financial Statements, the “"IMA Financial Statements”"), will be delivered to the Purchaser before the commencement . Except as disclosed in Section 3.6(a) of the Closing Examination. The Disclosure Schedule, the IMA Financial Statements (A) were or will befairly present, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, the consolidated financial position and results of operations and cash flows of IMA for the periods and as of the dates referred to in the IMA Financial Statements, all in accordance with United States generally accepted accounting principles, consistently applied (B"GAAP") present (except, in the case of the IMA Unaudited Financial Statements, for the absence of footnotes and normal year-end adjustments that are not material individually or will present, as applicable, fairly in the aggregate). The IMA Financial Statements are consistent in all material respects with the consolidated books and records of IMA, subject, in the case of the IMA Unaudited Financial Statements, to normal year-end adjustments that are not material individually or in the aggregate.
(b) Section 3.6(b) of the Disclosure Schedule sets forth the unaudited pro forma balance sheet (the "Most Recent Balance Sheet") of CD Business as of September 30, 2006 (the "Most Recent Balance Sheet Date"), and the unaudited pro forma statements of revenues and direct expenses of the CD Business for the period then ended (the financial condition statements collectively, the "CD Financial Statements"). Except as set forth in Section 3.6(b) of the Disclosure Schedule, the CD Financial Statements (i) are consistent with the books and records of IMS and IMA, (ii) have been prepared in accordance with GAAP and (iii) present fairly the pro forma financial condition, results of operations of the Group Companies CD Business as of the respective dates thereof and for the periods covered therebyreferred to therein, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all subject to normal year-end adjustments that are necessary for a fair presentation not material individually or in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesaggregate.
(c) All Accounts Receivable (net of the accounts receivable owing to any Group Company constitute reserves) are current and arose from valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, transactions in the ordinary course of business consistent with past practicepractice (the "Ordinary Course of Business") with unrelated third parties, and reserves therefor shown except as otherwise identified on the Financial Statements are Most Recent Balance Sheet. Except as set forth in Section 3.6(c) of the Disclosure Schedule, neither IMS nor any of its Affiliates has received notice or other indication that any of the Accounts Receivable will not be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable collectible in full, net of any reserves. There are no material contingent or asserted claims, refusals to pay, or other rights Nothing contained in this representation shall be construed as a guaranty of set-off with respect to any Group Companythe complete collectibility of all Accounts Receivable.
(d) All merchandise prepayment made by of the Purchased Inventory whether or not shown on the Most Recent Balance Sheet, net of any Group Company constitute valid reserves shown thereon, consists of a quality and enforceable claims quantity usable and have arisen from bona fide transactions, salable in the ordinary course Ordinary Course of business consistent with past practiceBusiness, except for obsolete items and items of below-standard quality, all of which shall have been written off or written down to net realizable value in the CD Financial Statements or on the Company's accounting records as of the Closing Date, as the case may be. This representation and warranty shall expire as of the Determination Date, net of any reserves shown on the books and records of IMS and IMA.
(e) All accounts payable IMA maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the Group Companies reflected in recorded accountability for assets is compared with the Financial Statements or arising after the date thereof existing assets at reasonable intervals and appropriate actions are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payabletaken with respect to any differences.
Appears in 1 contract
Sources: Asset Purchase Agreement (Inverness Medical Innovations Inc)
Financial Statements. (a) True and complete copies of (i) the unaudited The audited consolidated balance sheet as of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2009 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated income and cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related its consolidated Subsidiaries (including the notes thereto) for the four-quarter period ending December 31, 2009, reported on and schedules thereto accompanied by a report from Ernst & Young LLP (collectively referred to herein as “E&Y”) (the “Annual Consolidated Audited Financial Statements”), (ii) the unaudited consolidated balance sheet copies of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) which have heretofore been delivered by the Company furnished to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31Plan Sponsors, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition position of the Company and its consolidated Subsidiaries as at such date and the consolidated results of operations and cash flows of the Group Companies Company and its consolidated Subsidiaries for the period then ended.
(ii) The unaudited consolidated balance sheet as of September 30, 2010 and related statements of income and cash flow of the dates thereof and Company, together with its consolidated Subsidiaries (including the notes thereto) for the periods covered therebyfiscal quarter ending September 30, 2010 (C) have been or will have beenthe “Unaudited Financial Statements” and, as applicable, prepared in accordance together with the Applicable Accounting Standard applied on a basis consistent with Audited Financial Statement, the past practices “Historical Financial Statements”), copies of which have heretofore been furnished to the Group Companies in all material respectsPlan Sponsors, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation present fairly in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records position of the Company and other Group Companies its consolidated Subsidiaries as at such date and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries for such fiscal quarter.
(iii) Except as (x) disclosed or reflected in the financial statements referred to in clauses (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, or (ii) are complete and correct in all material respects, and do not contain of this Section 43(h) or reflect any material inaccuracies or discrepancies, and (iiiy) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, incurred in the ordinary course of business consistent with past practicepractice since September 30, 2010 in an aggregate amount not in excess of $100,000, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent except for obligations incurred in connection with the Applicable Accounting Standard. No further goods bankruptcy cases commenced by the TSN Debtors (the “Chapter 11 Cases”) and that certain Debtor-In-Possession Credit, Security & Guaranty Agreement, dated as of [ ],October 21, 2010, by and among the TSN Debtors, the Company, the lenders party thereto and [ ]the Bank of New York Mellon (the “DIP Agreement”),9 none of the Company or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or asserted claimsotherwise) that has had or would reasonably be expected to have, refusals to pay, individually or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable aggregate, a Material Adverse Effect. The only Indebtedness of the Group Companies reflected in Company and its Subsidiaries immediately following the Financial Statements or arising after the date thereof are or will Effective Date shall be the result outstanding Indebtedness under that certain Terrestar-2 Purchase Money Credit Agreement, dated as of bona fide transactions in February 5, 2008, among the ordinary course of business and have been paid or are not yet due and payable.Company, as borrower, U.S. Bank National Association,
Appears in 1 contract
Financial Statements. There has been furnished to the Administrative Agent and each of the Banks (a) True and complete copies of (i) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited a consolidated balance sheet of the Company as of March at December 31, 2019 2020, and a consolidated statement of income and cash flow of the Company for the fiscal year then ended, certified by the Company’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the Company and the Consolidated Subsidiaries as at June 30, 2019, respectively2020, and the related interim condensed consolidated statements of income, consolidated income and of cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity Consolidated Subsidiaries for the respective fiscal periods then ended and changes as set forth in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered ’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, financial statement prepared in accordance with the books clause (a) above, such balance sheet and statement of account income have been prepared in accordance with GAAP and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition position of the Company and the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Group Companies as Company and the Consolidated Subsidiaries for the fiscal periods then ended; or, in the case of the dates thereof financial statements referred to in clause (b), have been prepared in a manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the periods covered thereby, (CB) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices financial position of the Group Companies in all material respectsCompany at the date thereof, and (DC) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records cash flows of the Company and other Group Companies for periods covered thereby (i) reflect all items of income and expense and all assets and Liabilities required subject to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Antiyear-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in fullend adjustments). There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable liabilities of the Group Companies reflected in Company or the Financial Statements or arising after Consolidated Subsidiaries as of such dates involving material amounts, known to the date thereof are or will be executive management of the result of bona fide transactions in the ordinary course of business and Company that (aa) should have been paid disclosed in said balance sheets or are the related notes thereto in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission, and (bb) were not yet due and payableso disclosed.
Appears in 1 contract
Sources: Revolving Credit Agreement (Alliancebernstein L.P.)
Financial Statements. (a) True Purchaser has been provided true and complete correct copies of (i) the unaudited audited consolidated balance sheet and related audited consolidated statement of income, shareholders’ equity and cash flow of the Company Entities as of and for each of the three (3) fiscal years ended December 31, 20162019, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto 2020 (collectively referred to herein as the “Annual Consolidated Audited Financial Statements”), ) and (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related unaudited consolidated statements statement of income, consolidated cash flow statements, shareholders’ equity and changes in financial position cash flow of the CompanyCompany Entities as of and for the quarterly period ended June 30, 2021 (the “Unaudited Financial Statements” and, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Audited Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement each of which are set forth on Section 4.5(a) of the Closing ExaminationCompany Disclosure Schedule. The Except as set forth on Section 4.5(a) of the Company Disclosure Schedule, the Financial Statements (A) were or will be, as applicable, have been prepared in accordance with GAAP, consistently applied throughout the books of account periods covered thereby, and other financial records of the Group Companies present fairly, in all material respects, the consolidated financial condition, assets, liabilities and cash flows of the Company Entities as of the date indicated and the results of operations for the period then ended, except with respect to the Unaudited Financial Statements, which are subject in each case to (Bx) present normal and recurring year-end adjustments (none of which are or will presentwould be, individually or in the aggregate, material to the Company Entities, taken as applicablea whole, fairly in nature or amount) and (y) the absence of disclosures normally made in footnotes. The Financial Statements were prepared from, and are consistent in all material respects with, the consolidated financial condition books and results of operations records of the Group Companies Company Entities. The balance sheet as of June 30, 2021, which is included in the dates thereof Financial Statements, is referred to herein as the “Latest Balance Sheet” and for June 30, 2021, is referred to as the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby“Latest Balance Sheet Date”.
(b) The books Company Entities maintain a system of account and other financial records of the Company and other Group Companies internal accounting controls sufficient in all material respects to provide reasonable assurance that (i) reflect all items of income transactions are executed and expense and all assets and Liabilities required to be reflected therein made in accordance with Applicable Accounting Standardmanagement’s general or specific authorizations, and in each case, applied on a basis consistent with the past practices of the Company, (ii) transactions are complete recorded as necessary to permit preparation of financial statements in conformity with GAAP and correct in all material respectsto maintain reasonably accountability of its assets and that accounts, notes and other receivables are recorded accurately, and do not contain or reflect any material inaccuracies or discrepancies, proper and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) adequate procedures are implemented to effect the collection thereof on a current and good business and accounting practicestimely basis.
(c) All The accounts receivable of the accounts receivable owing to any Group Company constitute valid and enforceable claims and Entities reflected in the Financial Statements are good and collectible, and have arisen from bona fide transactions, receivables representing amounts due in favor of the Company Entities for arm’s length transactions entered into in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companybusiness.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Financial Statements. (a) True The Company has delivered to the SPAC true, correct, and complete copies of (i) the unaudited consolidated balance sheet sheets of the Company for each and its Subsidiaries as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2024 (the “Company 2024 Balance Sheet”) and December 31, 20182023, and the related unaudited consolidated statements of incomeoperations, consolidated statements of comprehensive loss, statements of stockholders’ equity, and statements of cash flow statements, shareholders’ equity and changes in financial position of flows for the Company, years then ended (together with all related notes and schedules thereto (collectively referred to herein as the Company 2024 Balance Sheet, the “Annual Consolidated Company Unaudited Financial Statements”), (ii) the unaudited consolidated balance sheet of the . The Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Unaudited Financial Statements”) Statements have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31prepared, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) in accordance with U.S. GAAP consistently applied throughout the periods covered thereby and present or will presentfairly, as applicable, fairly in all material respects respects, the consolidated financial condition and results of operations position of the Group Companies Company and its Subsidiaries as of the dates thereof and the results of operations of the Company and its Subsidiaries for the periods reflected therein and were derived from the books and records of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries are and have never been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.
(b) Since December 31, 2024 (the “Balance Sheet Date”), except as required by applicable Law or U.S. GAAP, there has been no change in any accounting principle, procedure or practice followed by the Company or any of its Subsidiaries or in the method of applying any such principle, procedure or practice.
(c) The Company PCAOB Audited Financial Statements and the Company Unaudited Interim Financial Statements, when delivered by the Company in accordance with this Agreement for inclusion in the Registration Statement for filing with the SEC, will have been prepared, in all material respects, in accordance with U.S. GAAP consistently applied throughout the periods covered thereby, (C) will present fairly, in all material respects, the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations of the Company for the periods reflected therein, will have been or derived from, and accurately reflect in all material respects, the books and records of the Company, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC and the Securities Act in effect as of such date, and, with respect to the Company PCAOB Audited Financial Statements, will have beenbeen audited by a PCAOB qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act.
(d) The books and records of the Company accurately and fairly, as applicablein reasonable detail, prepared reflect the transactions and dispositions of assets of and the providing of services by the Company and its Subsidiaries. The Company and its Subsidiaries maintain procedures of internal controls sufficient to provide reasonable assurance that: (i) transactions are executed only in accordance with the Applicable Accounting Standard applied on a basis consistent respective management’s authorization; (ii) all income and expense items are promptly and properly recorded for the relevant periods in accordance with the past practices revenue recognition and expense policies maintained by the Company, as permitted by U.S. GAAP; and (iii) access to assets is permitted only in accordance with the respective management’s authorization. The books and records of the Group Companies Company and its Subsidiaries have been properly and accurately kept and completed in all material respects, and (D) include or will include, as applicable, all adjustments that there are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any no material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All discrepancies of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are kind contained or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practicereflected therein.
(e) All accounts payable The Company has established and maintains a system of internal controls sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s authorizations, (ii) that transactions are recorded as necessary to permit preparation of Company Financial Statements to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Group Companies reflected assets of the Company and its Subsidiaries and (iv) that accounts, notes and other receivables and inventory are recorded accurately. The Company has not identified or been made aware of, and has not received from its independent auditors any notification of, any (x) “significant deficiency” in the Financial Statements internal controls over financial reporting of the Company or arising after the date thereof are or will be the result any of bona fide transactions its Subsidiaries, (y) “material weakness” in the ordinary course internal controls over financial reporting of business the Company or any of its Subsidiaries or (z) fraud, whether or not material, that involves management or other employees of the Company or any of its Subsidiaries who have a role in the internal controls over financial reporting of the Company or any of its Subsidiaries.
(f) There are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.
(g) The Company is not a party to, and does not have been paid any commitment to become a party to, any material off-balance sheet partnership or are not yet due similar arrangement (including any Contract or agreement relating to any transaction or relationship between or among the Company and payableany Subsidiary, on the one hand, and any unconsolidated Affiliate on the other hand), including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).
(h) Other than as set forth in Section 3.8(h) of the Company Disclosure Schedule, the Company has no outstanding Indebtedness.
Appears in 1 contract
Sources: Business Combination Agreement (dMY Squared Technology Group, Inc.)
Financial Statements. (a) True Seller has previously furnished Buyer with true and complete correct copies of (i) the unaudited audited consolidated balance sheet of financial statements for the Company and the Subsidiaries as of and for each of the three (3) fiscal years ended December 31, 20161998, December 311997 and 1996 (collectively, 2017 the "Company GAAP Financial Statements") and December 31, 2018, interim unaudited consolidated financial statements for the Company and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company Subsidiaries as of and for the quarterly periods ended March 31, 2019 1999, and June 30, 20191999 (collectively, respectivelythe "Interim Financial Statements"). Seller has also previously furnished Buyer with a summary of adjustments proposed to be made to certain future financial statements. Subject to the adjustments referred to in the second sentence of this Section 4.6, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position each of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by balance sheets included in the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated GAAP Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly presents in all material respects the consolidated financial condition position of the Company and the Subsidiaries as of its date and each of the statements of operations and cash flow statements included in the Company GAAP Financial Statements fairly presents in all material respects the results of operations and cash flows of the Company and the Subsidiaries for the period therein set forth, in each case in accordance with GAAP applied on a consistent basis (except as may be disclosed in the notes thereto). Subject to the adjustments referred to in the second sentence of this Section 4.6, the Interim Financial Statements were prepared in a manner consistent with that employed in the Company GAAP Financial Statements. The Interim Financial Statements do not contain footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise fairly present in all material respects the financial position and results of operations of the Group Companies Company and the Subsidiaries for the periods and as of the dates thereof therein set forth.
(b) Seller has previously furnished Buyer with true and correct copies of audited consolidated financial statements for RGA and the RGA Subsidiaries as of and for the years ended December 31, 1998, 1997 and 1996 (collectively, the ARGA GAAP Financial Statements@) and interim unaudited consolidated financial statements for RGA and the RGA Subsidiaries as of and for the quarterly periods covered therebyended March 31, 1999, and June 30, 1999 (C) have been or will have beencollectively, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices ARGA Interim Financial Statements@). Each of the Group Companies balance sheets included in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation the RGA GAAP Financial Statements fairly presents in all material respects the financial position of RGA and the RGA Subsidiaries as of its date and each of the consolidated financial condition statements of operations and cash flow statements included in the Group Companies and RGA GAAP Financial Statements fairly presents in all material respects the results of operations and cash flows of RGA and the RGA Subsidiaries for the period therein set forth, in each case in accordance with GAAP applied on a consistent basis (except as may be disclosed in the notes thereto). The RGA Interim Financial Statements were prepared in a manner consistent with that employed in the RGA GAAP Financial Statements. The RGA Interim Financial Statements do not contain footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise fairly present in all material respects the financial position and results of operations of RGA and the Group Companies RGA Subsidiaries for the periods and as of the dates thereof therein set forth.
(c) Seller has previously furnished Buyer with true and correct copies of audited consolidated financial statements for Conning and the Conning Subsidiaries as of and for the years ended December 31, 1998, 1997 and 1996 (collectively, the AConning GAAP Financial Statements@) and interim unaudited consolidated financial statements for Conning and the Conning Subsidiaries as of and for the quarterly periods covered therebyended March 31, 1999, and June 30, 1999 (collectively, the AConning Interim Financial Statements@). Each of the balance sheets included in the Conning GAAP Financial Statements fairly presents in all material respects the financial position of Conning and the Conning Subsidiaries as of its date and each of the statements of operations and cash flow statements included in the Conning GAAP Financial Statements fairly presents in all material respects the results of operations and cash flows of Conning and the Conning Subsidiaries for the period therein set forth, in each case in accordance with GAAP applied on a consistent basis (except as may be disclosed in the notes thereto). The Conning Interim Financial Statements were prepared in a manner consistent with that employed in the Conning GAAP Financial Statements. The Conning Interim Financial Statements do not contain footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise fairly present in all material respects the financial position and results of operations of Conning and the Conning Subsidiaries for the periods and as of the dates therein set forth.
(bd) Seller has previously furnished Buyer with copies of audited statutory financial statements of each Life Insurance Subsidiary and each RGA Subsidiary as of and for the years ended December 31, 1998, 1997 and 1996, and unaudited statutory financial statements of each Life Insurance Subsidiary and each RGA Subsidiary as of and for the period ended June 30, 1999, prepared in conformity with accounting practices prescribed or permitted by their respective jurisdictions of domicile (collectively, the "SAP Financial Statements"). Each of the balance sheets included in the SAP Financial Statements fairly presents in all material respects the financial position of the reporting Person as of its date and each of the statements of operations and cash flows included in the SAP Financial Statements fairly presents in all material respects the results of operations and cash flows of the reporting Person for the period therein set forth, in each case in accordance with statutory accounting practices prescribed or permitted by the applicable jurisdiction on a consistent basis. No material deficiencies have been asserted by any Governmental Authority with respect to the SAP Financial Statements, and the SAP Financial Statements comply in all material respects with all Applicable Law.
(e) The books of account and other financial records of the Company and other Group Companies each material Subsidiary: (i) reflect all material items of income and expense and all material assets and Liabilities liabilities required to be reflected therein in accordance with Applicable Accounting StandardGAAP or statutory accounting principles, and in each case, applied on a basis consistent with the past practices of the Companyas applicable, (ii) are complete and correct in all material respects, respects complete and do not contain or reflect any material inaccuracies or discrepanciescorrect, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of what the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required such Subsidiary believes to be provided in order to complete the sales good business, accounting and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claimsactuarial practices, refusals to pay, or other rights of set-off with respect to any Group Companyas applicable.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Stock Purchase Agreement
Financial Statements. (a) True and complete copies of (i) the unaudited The consolidated balance sheet sheets of -------------------- the Company for each Borrower and its Subsidiaries as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 1996 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, 1997 and the related consolidated statements of income, consolidated stockholders' equity, and cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyBorrower and its Subsidiaries for the fiscal years then ended, and the accompanying footnotes, together with all related notes and schedules theretothe opinion thereon of KPMG Peat Marwick, independent certified public accountants, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited interim consolidated balance sheet of the Company Borrower and its Subsidiaries as of August 31at September 30, 2019, 1998 and the related consolidated statements of income, consolidated cash flow statements, shareholders’ stockholders' equity and changes in financial position cash flows for the nine-month period then ended, copies of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered which have been furnished to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicableBank, fairly in all material respects present the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies Borrower and its Subsidiaries, taken as a whole, as at such dates and the results of the operations of the Group Companies Borrower and its Subsidiaries, taken as of the dates thereof and a whole, for the periods covered therebyby such statements, all in accordance with GAAP consistently applied (subject to year-end adjustments in the case of the interim financial statements). There are no liabilities of the Borrower or any Subsidiary, fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since September 30, 1998 and other than this Agreement and the Revolving Note. No written information, exhibit or report furnished by the Borrower to the Bank in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state any fact necessary to make the statements contained therein not materially misleading. Since September 30, 1998, no event or circumstance has occurred that would materially adversely affect the financial condition, operations, Properties, business or, as far as the Borrower can reasonably foresee, prospects of the Borrower and its Subsidiaries, taken as a whole, or the ability of the Borrower to perform its obligations under this Agreement, the Revolving Note or the Pledge Agreements.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) Acquisition Pro-Formas have been maintained prepared in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate faith and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companyreasonable assumptions.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Credit Agreement (Centris Group Inc)
Financial Statements. (a) True and complete The Company has previously made available to Buyer copies of the following financial statements (collectively, the “Company Financial Statements”): (i) the unaudited consolidated balance sheet sheets of the Company and the Company Subsidiaries for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2012 and December 31, 20182013, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity income for fiscal years 2012 and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), 2013; (ii) the unaudited consolidated balance sheet (the “Company Balance Sheet” and September 30, 2014, the “Balance Sheet Date”) and consolidated statement of income of the Company as and the Company Subsidiaries for the fiscal quarter ended September 30, 2014; (iii) the audited balance sheet of March the Bank for the years ended December 31, 2019 2012 and June 30, 2019, respectively2013, and the related consolidated audited statements of income, consolidated income and cash flow statements, shareholders’ equity for fiscal years 2012 and changes in financial position 2013; (iv) the unaudited balance sheet (the “Bank Balance Sheet”) and statements of income and cash flow of the Company, together with all related notes and schedules thereto, Bank for the fiscal quarter ended the Balance Sheet Date; and (iiiv) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet call reports of the Company as of August and the Bank for the fiscal years ended December 31, 2019, 2012 and 2013 and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of fiscal quarter ended the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Balance Sheet Date. The Company Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations operations, changes in shareholders’ equity and financial position of the Group Companies Company and the Company Subsidiaries (on a consolidated basis, as applicable) as of the respective dates thereof and or for the respective periods covered thereby, (C) therein set forth and have been or will have been, as applicable, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), consistently applied during the Applicable Accounting Standard applied on a basis consistent with periods involved, and, in the past practices case of interim financial statements, subject to recurring year-end adjustments normal in nature and amount. The Company Financial Statements have been prepared from, and are in accordance with, the books and records of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies Company and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyCompany Subsidiaries.
(b) The books Company maintains a system of account internal accounting controls sufficient to comply with all legal and other financial records accounting requirements applicable to the business of the Company and other Group Companies (i) reflect all items the Company Subsidiaries. The Company has not received notice of income and expense and all assets and Liabilities required to be reflected therein any claim, investigation, examination or proceeding alleging that the Company has engaged in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain questionable accounting or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting auditing practices.
(c) All of The books and records kept by the accounts receivable owing to Company and any Group Company constitute valid Subsidiary are complete and enforceable claims and are good and collectible, accurate in all material respects and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions been maintained in the ordinary course of business and have been paid in accordance with applicable Laws and accounting requirements.
(d) Neither the Company nor any Company Subsidiary is a party to, or are not yet due has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and payableany Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangement”), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the Company’s or such Company Subsidiary’s financial statements.
Appears in 1 contract
Financial Statements. (a) True and complete copies Attached as Section 4.5(a) of the Disclosure Schedule are the following (collectively, the “Financial Statements”):
(i) the unaudited consolidated balance sheet of the Company Acquired Companies as of June 30, 2023 and June 30, 2024 (the most recent of which, the “Balance Sheet”), and the related audited consolidated statements of income, changes in equityholders’ interests and cash flows for each of the three (3) fiscal years ended December 31then ended, 2016, December 31, 2017 including in each case any notes thereto; and
(ii) the unaudited consolidated balance sheet and December 31, 2018, profits and loss statements of the Acquired Companies as of the Reference Date (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes equityholders’ interests and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and flows for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebynine-month period then ended.
(b) The books of account and other financial records of Financial Statements (including the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (iinotes thereto) are true, complete and correct in all material respects, are consistent with the books and do not contain or reflect any material inaccuracies or discrepancies, records of the Acquired Companies and (iii) have been maintained prepared in accordance with the Accounting Methods or GAAP, as indicated, in each case consistently applied throughout the periods involved (except that the interim financial statements are subject to normal recurring year-end adjustments, the effect of which will not, individually or in the aggregate, be material, and the absence of notes that, if presented, would not differ materially from the notes to the Balance Sheet). The Financial Statements fairly present in all applicable Laws (including Anti-Corruption Laws) material respects the financial condition, results of operations, changes in equityholders’ interests and good business cash flows of the Acquired Companies as of the respective dates and accounting practicesfor the periods indicated therein. No financial statements of any Person other than the Acquired Companies are required to be included in the financial statements of the Acquired Companies.
(c) All The Acquired Companies maintain and since January 1, 2021 have maintained a system of internal accounting controls, internal controls over financial reporting and disclosure controls and procedures adequate to ensure (i) that books, records and accounts accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the accounts receivable owing assets of the Acquired Companies, (ii) that the integrity of their financial statements is maintained and (iii) that access to assets is permitted only in accordance with management’s general or specific authorizations. No Acquired Company has and no independent auditor of the Acquired Companies has identified or been made aware of (A) any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, significant deficiency or material weakness in the ordinary course internal accounting controls utilized by the Acquired Companies, (B) any Fraud, whether or not material, that involves any Acquired Company’s management or any other current or former employee, consultant, contractor or director of business consistent with past practice, and reserves therefor shown on any Acquired Company who has a role in the Financial Statements are preparation of financial statements or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to payinternal accounting controls utilized by any Acquired Company, or other rights (C) any claim or allegation regarding any of set-off with respect to any Group Companythe foregoing.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable None of the Group Companies reflected Liabilities of any Acquired Company is guaranteed by or subject to a similar contingent obligation of any other Person. No Acquired Company has guaranteed or become subject to a similar contingent obligation in respect of the Financial Statements Liabilities of any other Person other than commercial indemnification obligations. There are no outstanding letters of credit, surety bonds or arising after similar instruments of any Acquired Company or any Affiliate of any Acquired Company in connection with or relating to the date thereof are business, properties or will be the result assets of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableany Acquired Company.
Appears in 1 contract
Financial Statements. (a) True and complete copies of SCHEDULE 4.07 contains (i) the unaudited --------------------- -------------- balance sheets of Cotton Commercial, Cotton Restoration, and Cotton Restoration, LP as of the years ended October 31, 2005 and October 31, 2004 reviewed by the Cotton Group Companies' certified public accountant (the "Reviewed Financial ------------------ Statements"), and the related statements of income, retained earnings, and cash ---------- flows for the years then ended, and the related notes thereto; and (ii) the audited consolidated balance sheet of the Company for each Cotton Holdings 1, Inc. and Subsidiaries (including, without limitation, Cotton Commercial, Cotton Restoration, and Cotton Restoration, LP) as of the three (3) fiscal years ended December July 31, 2016, December 31, 2017 and December 31, 20182006, and the related unaudited consolidated statements of income, consolidated retained earnings, and cash flow statementsflows for the 9-month period then ended, shareholders’ equity and changes in financial position of or if such interim statements are not commonly prepared, equivalent statements as are commonly prepared (the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated "Interim Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively", and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are ---------------------------- collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Reviewed Financial Statements, the “"Current Financial ----------------- Statements”"), will be delivered to . The Reviewed Financial Statements present fairly the Purchaser before the commencement financial ---------- position of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Cotton Group Companies as of the dates thereof thereof, and the related results of its operations for the years then ended. The Interim Financial Statements present fairly the financial position of the Cotton Group Companies as of the date thereof, and the related results of its operations for the periods covered thereby, (C) then ended. The Reviewed Financial Statements have been or will have been, as applicable, prepared in accordance with generally accepted accounting principles, consistently applied ("GAAP"), and the Applicable Accounting Standard applied ---- Interim Financial Statements have been prepared in accordance with GAAP for interim statements on a basis consistent with the past practices prior periods. All adjustments, consisting of the Group Companies in all material respectsnormal, and (D) include or will include, as applicable, all adjustments that are recurring accruals necessary for a fair presentation presentation, have been made in all material respects the Interim Financial Statements. The balance sheets as of October 31, 2005 (the consolidated financial condition of "Reviewed Balance Sheet Date") included in the Group Companies Reviewed Financial --------------------------- Statements are referred to herein as the "Reviewed Balance Sheets" and the results of the operations of the Group Companies ----------------------- audited consolidated balance sheet as of July 31, 2006 (the dates thereof and for the periods covered thereby.
(b"Interim Balance --------------- Sheet Date") The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, included in the ordinary course of business consistent with past practice, and reserves therefor shown on the Interim Financial Statements are or will be adequate and on a basis consistent with referred to herein ---------- as the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company"Interim Balance Sheets.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable." ------------------------
Appears in 1 contract
Sources: Stock and Limited Partnership Interest Purchase Agreement (Charys Holding Co Inc)
Financial Statements. (a) True The Surviving Corporation has delivered to the Company prior to the date hereof, true and complete copies of (i) the unaudited consolidated balance sheet of the Company Surviving Corporation for each the period ended March 31, 2000 (the "Surviving Corporation Balance Sheet"), and the related consolidated statement of income, consolidated statement of stockholders' equity and consolidated statement of cash flows for the three (3) fiscal years months then ended (collectively, the "Interim Financial Statements") and (ii) the unaudited financial statements of the Surviving Corporation as of and for the periods ended December 31, 20161997, December 311998 and 1999 (including, 2017 and December 31without limitation, 2018, and the related unaudited consolidated balance sheets, consolidated statements of income, consolidated cash flow statementsstatements of stockholders' equity, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of incomecash flows and all notes, consolidated cash flow statements, shareholders’ equity schedules and changes in financial position of the Company, together with all related notes and schedules exhibits thereto, and ) (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “"Financial Statements”"), will be delivered to and no changes have been made thereto since the Purchaser before date of delivery. Except as expressly set forth or disclosed in the commencement of notes, exhibits or schedules thereto or in SCHEDULE 2.8 hereto, the Closing Examination. The Financial Statements (Ai) were or will bepresent fairly, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will presentthe financial position, as applicable, fairly in all material respects the consolidated financial condition and results of operations and cash flows of the Group Companies Surviving Corporation as of and for the periods then ended, (ii) were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the Interim Financial Statements, for the lack of footnote disclosure and normal year-end adjustments which, in the aggregate, will not be material), (iii) disclose all liabilities, including contingent and/or unmatured liabilities as of the dates thereof and for the periods covered therebythereof, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that which are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyrequired by GAAP to be disclosed thereon.
(b) The books of account Financial Statements contain adequate reserves for all inventory which is or is reasonably anticipated to become excess or obsolete, or have no value, based on facts and other financial records circumstances existing as of the Company date hereof and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices as of the CompanyClosing Date, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesas the case may be.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Financial Statements. (a) True and complete Attached hereto as Section 3.6(a) of the Disclosure Schedule are copies of of
(ia) the unaudited consolidated audited balance sheet sheets of the Company for each Acme Lift Company, L.L.C., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Holdings, LLC, and A-AirComp Holdco, LLC as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, 2016 and the related unaudited audited consolidated statements of income, consolidated cash flow statements, shareholdersmembers’ equity and changes in financial position of cash flows for the Companyperiod then ended (collectively, together with all related notes and schedules thereto (collectively referred to herein the “Audited Financial Statements”) as well as the unaudited but reviewed balance sheets of Allied Crane & Machinery, LLC and Global Equipment Management, LLC as of December 31, 2016 and the related unaudited but reviewed statements of income, members’ equity and cash flows for the period then ended (collectively, the “Annual Consolidated Reviewed Financial Statements”), and (iib) the an unaudited consolidated trial balance sheet sheets of the Company Acme Lift Company, L.L.C., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Holdings, LLC, A-AirComp Holdco, LLC, Allied Crane & Machinery, LLC and Global Equipment Management, LLC among as of March October 31, 2019 2017 (the “Latest Balance Sheet Date”) and June 30, 2019, respectively, and related unaudited trial income statement for the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of month then ended (the Company“Interim Financial Statements” and, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Audited Financial Statements and the Interim Consolidated Reviewed Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (Ai) were or will be, as applicable, have been prepared in accordance with from the books of account and other financial records of the Group Companies which prepared Financial Statements, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition accordance with applicable Law and results of operations of the Group Companies as of the dates thereof and for GAAP applied on a consistent basis throughout the periods covered thereby, (C) have been or will have beenexcept as may be indicated in the notes thereto and subject, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices case of the Group Companies in all material respectsInterim Financial Statements, to year-end adjustments and the absence of notes (if any), and (Dii) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of fairly present the consolidated financial condition of the Group Companies and the results of the operations operation, change in member’s equity, and cash flow of the Group Companies as of the respective dates thereof and for the periods covered therebyreferred to in such Financial Statements, all in a manner consistent 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 (the effect of which will not be adverse) and the absence of notes (that, if presented, would not differ from those presented in the Audited Financial Statements).
(b) The books Each Group Company maintains a standard system of account accounting for such Group Company established and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein administered in accordance with Applicable Accounting StandardGAAP. There are no significant deficiencies or material weaknesses in the design or operation of any Group Company’s internal controls that adversely affect the ability of such Group Company to record, process, summarize and report financial information in any material respect. There has been no, and in each casethere does not currently exist any, applied fraud or willful misconduct on a basis consistent with the past practices part of any member of the management of any Group Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to of any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in (collectively, the Financial Statements or arising after the date thereof are or will be the result of “Accounts Receivable”), represent bona fide transactions sales actually made or services actually performed on or prior to such date in the ordinary course of business and have been paid consistent with past practices, are valid receivables subject to no setoffs or counterclaims, and are not yet current and collectible, subject only to the reserve for bad debts set forth in the Interim Financial Statements in accordance with the past custom and practice of such Group Company and in accordance with GAAP. Subject only to the reserve for bad debts, each of the Accounts Receivable will be collected in full, without any setoff or deduction, within sixty (60) days after the day on which it first becomes due and payable. There is no contest, claim or right of set-off, other than returns in the ordinary course of business, under any contract or agreement with any obligor of an Accounts Receivable relating to the amount or validity of such Accounts Receivable. Section 3.6(c) of the Disclosure Schedule contains a complete and accurate list of all Accounts Receivables as of the date hereof and also sets forth the aging of such Accounts Receivable. None of the Group Companies has agreed to any deduction, free goods, discount or other deferred price or quantity adjustment that would reduce the value of any of its Accounts Receivable. Except as set forth in Section 3.6(c) of the Disclosure Schedule, all of the Accounts Receivable relate solely to sales derived from the business of the Group Companies to customers thereof, none of whom are the Seller or an Affiliate of the Seller.
(d) All accounts payable of each of the Group Companies arose in bona fide arm’s length transactions in the ordinary course of business. Since the Latest Balance Sheet Date, each Company has paid its accounts payable in the ordinary course of business and in a manner that is consistent with past practice of such Group Company. Except as set forth in Section 3.6(d) of the Disclosure Schedule, none of the Group Companies has any accounts payable owing to any Person that is an Affiliate of any Group Company. None of the accounts payable of any Group Company are unpaid as of their due date. Section 3.6(d) of the Disclosure Schedule sets forth an aging of all outstanding accounts payable as of the date hereof.
Appears in 1 contract
Sources: Equity Purchase Agreement
Financial Statements. (a) True The Company has delivered to NAC true and complete copies of (i) the unaudited audited consolidated balance sheet of the Company for each and the consolidated Company Subsidiaries as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 20182018 and the related audited consolidated statements of income and cash flows of the Company and the consolidated Company Subsidiaries for each of the years then ended (collectively, the “Audited Financial Statements”), which are attached as Section 3.07(a) of the Company Disclosure Schedule, and which contains an unqualified report of the Company’s auditors. Each of the Audited Financial Statements (including the notes thereto) was prepared in accordance with United States generally accepted accounting principles, as in effect on the date of this Agreement (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company and the consolidated Company Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) The Company has made available to NAC a true and complete draft of the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of September 30, 2019 (the “2019 Balance Sheet”), and a draft of the related unaudited consolidated statements of incomeincome and cash flows of the Company and the Company Subsidiaries for the 9-month period then ended, which are attached as Section 3.07(b) of the Company Disclosure Schedule. Such unaudited financial statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except for the omission of footnotes and subject to year-end adjustments) and fairly present, in all material respects, the consolidated financial position, consolidated results of operations and cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyCompany and the Company Subsidiaries as at the date thereof and for the period indicated therein, together with all related notes except as otherwise noted therein and schedules thereto subject to normal year-end adjustments and the absence of footnote disclosure.
(collectively referred to herein as c) None of the “Annual Consolidated Financial Statements”), (ii) Company or any Company Subsidiary has any liabilities or obligations that are of the unaudited type that would be set forth on the consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by or the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, Subsidiaries prepared in accordance with GAAP other than: (a) liabilities and obligations reflected in, reserved against or otherwise described in the books of account and other financial records of Audited Financial Statements or the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
notes thereto; (b) The books of account liabilities and other financial records obligations incurred since the date of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, 2019 Balance Sheet in the ordinary course of business consistent with past practicebusiness; (c) liabilities or obligations arising under Contracts of the Company or the Company Subsidiaries existing as of the date of this Agreement (other than in the case of material breaches or defaults by the Company or the Company Subsidiaries); and (d) liabilities and obligations which are not, individually or in the aggregate, material to the Company and reserves therefor shown on the Financial Statements are or will be adequate and on Company Subsidiaries taken as a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companywhole.
(d) All merchandise prepayment made by The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. The Company has designed and maintains a system of internal controls over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its Company Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practicedifferences.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Business Combination Agreement (Nebula Acquisition Corp)
Financial Statements. (a) True The Company has made available to Parent, and attached as Section 5.7(a) of the Company Disclosure Schedule, true and complete copies of the (i) the unaudited audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2021, and December 31, 2022, and the related consolidated statement of operations and cash flows of the Company and the Company Subsidiaries for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Companythen ended, together with all related notes and schedules thereto an unqualified (collectively referred except with respect to herein as material weaknesses) audit report thereon from the auditor (collectively, the “Annual Consolidated Company Audited Financial Statements”), ) and (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectivelythe Company Subsidiaries, and the related consolidated statements statement of income, consolidated operations and cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyCompany and the Company Subsidiaries for the three-month period ended September 30, 2023 (the “Company Reference Balance Sheet”) (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Company Financials”). The Company Financials (including the notes thereto) (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (in the case of the Unaudited Financial Statements, except as may be indicated in the notes thereto), (ii) fairly present (as applicable), in all related notes material respects, the financial position, results of operations and schedules theretocash flows of the Company and the Company Subsidiaries for the period indicated therein, except as otherwise noted therein, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company solely with respect to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Unaudited Financial Statements, the “Financial Statements”), will be delivered are subject only to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account normal and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyrecurring year-end adjustments.
(b) The books of account Except as and other financial records of to the extent set forth on the Company and other Group Companies Reference Balance Sheet, neither the Company nor any Company Subsidiary has any material liability or obligation of a nature (iwhether accrued, absolute, contingent or otherwise) reflect all items of income and expense and all assets and Liabilities required to be reflected therein on a balance sheet prepared in accordance with Applicable Accounting Standard, and in each case, GAAP applied on a consistent basis consistent with throughout the past practices of the Companyperiods indicated, except for: (iii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, liabilities that were incurred in the ordinary course of business consistent since the date of the Company Reference Balance Sheet (and in any event do not relate to breach of contract, tort or non-compliance with past practiceLaw), and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent (ii) liabilities incurred in connection with the Applicable Accounting Standard. No further goods transactions contemplated by this Agreement and the Transaction Documents, (iii) liabilities that are permitted or services contemplated by this Agreement (including the Company Disclosure Schedule), or (iv) such other liabilities and obligations which are required not, individually or in the aggregate, expected to be provided material to the Business.
(c) The Company has established and maintained a system of internal accounting controls. To the Company’s knowledge, such internal accounting controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off accordance with respect to any Group CompanyGAAP.
(d) All merchandise prepayment Neither the Company nor, to the Company’s knowledge, any of its independent auditors, has identified, been made by aware of, or received any Group Company constitute valid and enforceable claims and have arisen from bona fide transactionswritten complaint, allegation, assertion or claim that, (i) any significant deficiency or material weakness in the ordinary course of business consistent with past practice.
Company or any Company Subsidiary’s respective internal accounting controls, (eii) All accounts payable any fraud (whether or not material) that involves the Company’s management or other employees of the Group Companies reflected Company or any Company Subsidiary who have a role in the Financial Statements preparation of financial statements or arising after internal accounting controls utilized by the date thereof are Company or will be any Company Subsidiary or (iii) any claim or allegation regarding any of the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableforegoing.
Appears in 1 contract
Financial Statements. (a) True and complete copies of Attached to Schedule 3.5 is a copy of: (i) the unaudited audited consolidated balance sheet financial statements of Gores Meridian Medical Holdings, LLC for the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, 2017, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), 2016; (ii) the unaudited consolidated combined balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August Companies at December 31, 2019, and the related consolidated statements unaudited combined statement of income, consolidated income and cash flow statements, shareholders’ equity and changes in financial position flows of the CompanyCompanies for the fiscal year then ended, together with all related notes and schedules thereto (together with ii) the Annual Consolidated Financial Statements unaudited combined balance sheet of the Companies at April 30, 2020 (the “Balance Sheet”) and the Interim Consolidated Financial Statementsrelated unaudited combined statement of income of the Companies for the four (4) months then ended (collectively, the “Financial Statements”). Except as set forth on Schedule 3.5, will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account are complete and other financial records of the Group Companies correct in all material respects, (B) have been prepared in accordance with GAAP, consistently applied, and present or will present, as applicable, fairly in all material respects the consolidated combined financial condition and results of operations position of the Group Companies as of the dates thereof and for the periods covered therebythereby (except as may be indicated in the footnotes thereto and, (C) in the case of the unaudited Financial Statements, for the absence of footnotes and for normal year-end adjustments, none of which adjustments would, in the aggregate, be materially adverse to the business, financial condition or operating results of the Companies. Except as set forth on Schedule 3.5, the Companies and their Subsidiaries have been or will have beenno Indebtedness. The Financial Statements contain adequate reserves for the realization of all assets of the Companies and for all reasonably anticipated Liabilities, as applicablein each case, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices GAAP. The Companies’ books and records and those of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation their Subsidiaries have been maintained in all material respects in accordance with sound business practices customary for its industry and all applicable legal requirements and reflect all financial transactions of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities their Subsidiaries that are required to be reflected therein in accordance with Applicable Accounting Standard, GAAP. The Companies and in each case, applied on a basis consistent their Subsidiaries maintain books and records accurately reflecting their assets and Liabilities and maintain proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with the past practices of the Companymanagement’s authorization, (ii) transactions are complete recorded as necessary to permit preparation of the financial statements of the Companies in conformity with GAAP and correct in all material respectsto maintain accountability for the Companies’ assets, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained access to the Companies’ and their Subsidiaries’ assets is permitted only in accordance with all applicable Laws management’s authorization, (including Anti-Corruption Lawsiv) and good business and accounting practices.
(c) All the reporting of the accounts receivable owing to any Group Company constitute valid Companies’ assets is compared with existing assets at regular intervals and enforceable claims (v) accounts, notes and other receivables and inventory are good and collectiblerecorded accurately, and have arisen from bona fide transactionsproper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Companies make and keep books, records and accounts which, in the ordinary course of business consistent with past practicereasonable detail, accurately and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of fairly reflect actual bona fide transactions in of the ordinary course of business Companies and have been paid or are not yet due and payabletheir Subsidiaries.
Appears in 1 contract
Financial Statements. (a) True and complete copies of (i) The Target has made available to the Purchaser: (i) draft unaudited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the draft unaudited consolidated balance sheet the related draft unaudited consolidated income statements and statements of cash flows of the Company Target Companies as of and for each of the three (3) fiscal years ended month period ending March 31, 2025 (the “Interim Target Financials”) and (ii) the audited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies as of December 31, 2016, December 31, 2017 2024 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively2023, and the related consolidated unaudited income statements, changes in shareholder equity and statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of flows for the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto fiscal years then ended (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial StatementsTarget Financials, the “Financial StatementsTarget Financials”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) Target Financials were or will be, as applicable, prepared derived in accordance with all material respects from the books of account and other financial records of the Group Companies Target Companies, which books and records are, in all material respects, true, correct and complete and have been maintained in all material respects in accordance with commercially reasonable business practices. Except as set forth on Section 3.3(f)(i) of Target Disclosure Letter, the Target Financials, when delivered, will have been prepared in all material respects, in accordance with GAAP consistently applied throughout the periods covered thereby (Bexcept, in the case of the Interim Target Financials, for the absence of footnote disclosures and other presentation items required for GAAP and for year-end adjustments that will not be material) and present or will present, as applicable, fairly in all material respects respects, the consolidated financial condition and position, results of operations operations, income (loss), changes in equity and cash flows of the Group Target Companies as of the dates thereof and for the periods covered therebyindicated in such Target Financials in conformity with GAAP (except, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices case of the Group Companies Interim Target Financials, for the absence of footnote disclosures and other presentation items required for GAAP and for year-end adjustments that will not be material) and were derived from and accurately reflect in all material respects, the books and records of each of the Target Companies. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.
(Dii) include or will include, as applicable, all adjustments The Target Companies have established and maintain a system of internal controls. Such internal controls are designed to provide reasonable assurance that (i) transactions are necessary for a fair presentation executed in all material respects in accordance with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of the consolidated financial condition of the Group Companies statements in conformity with GAAP and the results of the operations of the Group Companies as of the dates thereof and to maintain accountability for the periods covered therebyeach Target Company’s assets.
(biii) The books Target has not identified in writing and has not received written notice from an independent auditor of account and (x) any significant deficiency or material weakness in the system of internal controls utilized by the Target, (y) any material fraud that involves the Target’s management or other employees who have a significant role in the preparation of financial records statements or the internal controls over financial reporting utilized by the Target or (z) any claim or allegation regarding any of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesforegoing.
(civ) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, outstanding loans or other rights extensions of set-off with respect to any Group Company.
(d) All merchandise prepayment credit made by any Group Target Company constitute valid and enforceable claims and have arisen from bona fide transactions, to any executive officer (as defined in Rule 3b-7 under the ordinary course of business consistent with past practice.
(eExchange Act) All accounts payable or director of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableTarget.
Appears in 1 contract
Sources: Securities Purchase Agreement (Inflection Point Acquisition Corp. Iv)
Financial Statements. (a) True Certain true and complete copies of (i) the audited financial statement of PolicyPal Singapore Pte. Ltd. for the fiscal year that ended on December 2018, (ii) the audited financial statement of PolicyPal Singapore Pte. Ltd. for the fiscal year that ended on March 2018, (iii) the unaudited consolidated balance sheet and unconsolidated statements of income of the Company Group Companies for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 312017, 2018, and 2019, and (iv) the related unaudited consolidated and unconsolidated balance sheets, statements of income, consolidated cash flow statementsflows, shareholders’ equity and changes in financial position of the CompanyGroup Companies, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March Statements”)(December 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively is hereinafter referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial StatementsBalance Sheet Date”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (Ai) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respectsCompanies, (Bii) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results position of operations of the Group Companies Target Company as of the dates thereof indicated therein and the consolidated results of its operations, cash flows and changes in shareholders’ equity for the periods covered therebyspecified therein, (Ciii) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respectsCompanies, and (Div) include or will include, as applicable, all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any of the Group Company Companies, including without limitation all accounts receivable set forth on the Financial Statements, constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, collectible in the ordinary course of business consistent with past practicein all material respects, and reserves therefor shown on the Financial Statements are or will be are, based on the good faith judgment of the Target Company, adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any of the Group CompanyCompanies.
(dc) All merchandise prepayment made by any No Group Company constitute valid has any Liabilities other than (i) Liabilities reflected or reserved in the Financial Statements, and enforceable claims and have arisen from bona fide transactions, (ii) Liabilities incurred in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableBalance Sheet Date.
Appears in 1 contract
Financial Statements. (a) True and complete copies of Sellers have delivered to Buyer (i) the combined balance sheets, statements of operations, statements of net capital deficiency and statements of cash flows of the Company and its Subsidiaries as at December 19, 1996 and December 31, 1995 and for the periods then ended, audited by Ernst & Young LLP; and (ii) the unaudited consolidated combined balance sheet of the Company for each and its Subsidiaries as of March 31, 1998 (the "Interim Balance Sheet") and the unaudited combined statement of operations of the Company and its Subsidiaries for the three (3) fiscal years ended December 31months then ended, 2016, December 31, 2017 and December 31, 2018, and certified by the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in chief financial position officer of the Company. The financial statements referred to in the preceding sentence, together with all the related notes and schedules thereto (collectively are hereinafter referred to herein collectively as the “Annual Consolidated "Company Financial Statements”." The Company Financial Statements, which are attached hereto as Schedule 3(e) to the Disclosure Schedule, have been prepared from the books and records of the Company and its Subsidiaries in accordance with generally accepted accounting principles ("GAAP")applied on a consistent basis except as noted in Schedule 3(e), (ii) . The combined balance sheets included in the unaudited Company Financial Statements present fairly the consolidated balance sheet financial position of the Company as of March 31, 2019 and June 30, 2019, respectively, the respective dates thereof and the related consolidated combined statements of income, consolidated cash flow statements, shareholders’ equity and changes operations included in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to Financial Statements present fairly the Purchaser. True and complete copies of the unaudited consolidated balance sheet income of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (Csubject, in the case of the Interim Balance Sheet and the related interim unaudited statement of operations, to normal year-end adjustments which will not be material in the aggregate. Except as disclosed in the Company Financial Statements or Schedule 3(e) have been of the Disclosure Schedule, the Company has no liabilities or will have beenobligations, as applicablewhether accrued, absolute, contingent or otherwise,of a kind that should properly be reflected or reserved against in a balance sheet prepared in accordance conformity with the Applicable Accounting Standard GAAP applied on a basis consistent with the past practices of the Group Companies in all material respectsbasis, other than liabilities and (D) include or will include, as applicable, all adjustments obligations that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein reflected, accrued or reserved for in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the CompanyInterim Balance Sheet, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, incurred in the ordinary course of business consistent with past practice, practice since the date of the Interim Balance Sheet or (iii) incurred in connection with the transactions contemplated by and reserves therefor shown on in accordance with the Financial Statements are or terms of this Agreement. The Closing Date Balance Sheet (as defined in Section 12 hereof) will be adequate prepared from the books and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable records of the Group Companies reflected Company in accordance with GAAP consistently applied and will present fairly the Financial Statements or arising after financial position of the Company as at the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payablethereof.
Appears in 1 contract
Financial Statements. (a) True Attached to Section 3.07(a) of the Seller Disclosure Schedule is a true, correct and complete copies copy of (i) the unaudited audited consolidated statement of operations, consolidated balance sheet sheet, consolidated statement of cash flows and consolidated statement of changes in member’s equity for the Company Group as of and for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2018 and December 31, 20182019, and including the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as thereto, accompanied by the “Annual Consolidated Financial Statements”), reports thereon of the Company Group’s independent auditors for the years then ended and (ii) the unaudited consolidated statement of operations, consolidated balance sheet sheet, consolidated statement of cash flows and consolidated statement of changes in member’s equity for the Company Group as of March 31, 2019 and for the six months ended June 30, 2019, respectively, 2020 (the “Most Recent Balance Sheet” and the related consolidated statements date of incomethe Most Recent Balance Sheet, consolidated cash flow the “Most Recent Balance Sheet Date” and such statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statementscollectively, the “Financial Statements”) and the comparable prior period, including the notes and schedules thereto, accompanied by the reports thereon of the Company Group’s independent auditors.
(b) The Financial Statements, and any additional financial statements (including the Audited Annual Carve-out Financials and the Unaudited Quarterly Carve-out Financials) and any updated financial statements provided pursuant to Section 5.16(h)(ii) and Section 5.16(h)(iii) when delivered pursuant to Section 5.16 (in each case, including the notes, if any, thereto), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (Ai) were or will be, as applicable, have been prepared in accordance with GAAP, consistently applied throughout the periods indicated (provided, however, that such unaudited financial statements do not contain notes and are subject to normal year-end adjustments (none of which will, individually or in the aggregate, materially alter the financial condition of the Company Group presented by such unaudited financial statements)), (ii) have been prepared in all material respects from, and in accordance with, the books of account and other financial records of the Company Group Companies (except, in all material respectseach case (A) as noted therein, and (B) subject to the absence of notes) and (iii) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition of the Company Group and the operating results of the Company Group (in each case, in the aggregate, as of the applicable dates or for the applicable periods). The Company Group maintains a system of internal accounting controls appropriate for companies of a similar size and stage and are sufficient to provide reasonable assurance that, in all material respects: (1) transactions are executed in accordance with management’s general or specific authorizations and (2) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability. The accounts receivables of each of the Company and the Company Subsidiary shown in the balance sheets in the Financial Statements and in any additional financial statements delivered pursuant to Section 5.16 arise from bona fide transactions engaged in or entered into by each of the Company and Company Subsidiary, as applicable, in the ordinary course of business and to the Knowledge of Seller, are not subject to any material claim of offset, recoupment or counterclaim; provided that, the foregoing is not a guarantee that accounts receivable will be collected.
(c) The Financial Statements are qualified by the fact that the Company Group has not operated as a separate “stand alone” entity within Seller and its Affiliates. As a result, the Company Group has been allocated certain internal charges and credits for purposes of the preparation of the Financial Statements. Such allocations of charges and credits have been made in good faith with the intent of accurately presenting to the extent practicable the financial condition and results of operations of the Company Group Companies as of the dates thereof and for the time periods covered therebyby the Financial Statements, (C) but may not necessarily reflect the amounts that would have resulted from arms-length transactions or the actual costs that would have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of incurred if the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practiceshad operated as an independent enterprise during such periods.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Adtalem Global Education Inc.)
Financial Statements. (a) True The Sellers Disclosure Schedule includes true and complete copies of (ia) Quixote Corp.’s audited consolidated financial statements consisting of the unaudited consolidated balance sheet of the Company for at June 30 in each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, 2005 through 2007 and the related unaudited consolidated statements of incomeincome and retained earnings, consolidated cash flow statements, shareholdersstockholders’ equity and changes in financial position of cash flow for the Company, together with all related notes and schedules thereto years then ended (collectively referred to herein as the “Annual Audited Consolidated Financial Statements”), (iib) the Acquired Companies’ unaudited consolidated financial statements consisting of the balance sheet at June 30 in each of the Company as years 2005 through 2007 and the related statements of March 31income for the years then ended (the “Acquired Companies’ 2005-2007 Financial Statements”), 2019 and (c) the Acquired Companies’ unaudited financial statements consisting of the balance sheet at June 30, 2019, respectively, 2008 and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of income for the Company, together with all related notes and schedules thereto, and year then ended (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Acquired Companies’ Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (,” together with the Annual Audited Consolidated Financial Statements and the Interim Consolidated Acquired Companies’ 2005-2007 Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, are true and complete and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, subject, in the case of the Acquired Companies’ Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Audited Consolidated Financial Statements). The Acquired Companies’ 2005-2007 Financial Statements and the Acquired Companies’ Interim Financial Statements are based upon, and are consistent with, the information contained in the Audited Consolidated Financial Statements. The Financial Statements are based on the books of account and other financial records of Quixote Corp. and the Group Acquired Companies in all material respects, (B) and fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Acquired Companies as of the respective dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, they were prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Acquired Companies as of the dates thereof and for the periods covered therebyindicated therein. The balance sheet contained in the Acquired Companies’ 2005-2007 Financial Statements at June 30, 2007 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet contained in the Acquired Companies’ Interim Financial Statements is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.
(b) ” The books Acquired Companies maintain a standard system of account accounting established and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein administered in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesGAAP.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Financial Statements. (a) True and complete The Company has made available to the Buyer copies of (a) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2019 and December 31, 2018, and the related audited consolidated statements of income, cash flows and Shareholder equity for the twelve (12)-month periods then ended (the “Audited Financial Statements”) and (b) (i) the unaudited consolidated balance sheet of the Company for each and its Subsidiaries as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 20182020, and the related consolidated unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ flows and Shareholder equity and changes in financial position of for the Company, together with all related notes and schedules thereto twelve (collectively referred to herein as 12)-month period then ended (the “Annual Consolidated 2020 Financial Statements”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2019 and June 30, 2019, respectively2021 (the “Latest Balance Sheet”), and the related consolidated unaudited statements of income, consolidated cash flow statements, shareholders’ flows and Shareholder equity and changes in financial position of for the Company, together with all related notes and schedules thereto, and six (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto 6)-month period then ended (together with the Annual Consolidated 2020 Financial Statements and Statements, the Interim Consolidated “Unaudited Financial Statements” and, collectively with the Audited Financial Statements, the “Financial Statements”), will be delivered to . Except as set forth in the Purchaser before the commencement notes thereto or as set forth in Section 3.5(a) of the Closing Examination. The Disclosure Schedules, the Financial Statements (A) were or will be, as applicable, have been prepared in accordance with GAAP applied on a consistent basis during the books of account and other financial records of the Group Companies in all material respectsperiods involved, (B) have been prepared from the books and records of the Company and its Subsidiaries and (C) present or will present, as applicable, fairly in all material respects the consolidated Company’s and its Subsidiaries’ financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered therebyindicated therein, (C) have been or will have beensubject, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices case of the Group Companies in all material respectsUnaudited Financial Statements, to normal and customary audit adjustments, the lack of footnotes and other presentation items (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyif any).
(b) The books of account and other financial records Except as set forth on Section 3.5(b) of the Disclosure Schedules, the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) and its Subsidiaries have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.no Indebtedness.
(c) All The Company has maintained commercially reasonable systems of internal accounting controls designed, consistent with current industry standards in which the Company operates, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements and implemented commercially reasonable disclosure controls and procedures designed, consistent with current industry standards in which the Company operates, to reduce the risk that material information is not made known to the management of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in by other employees within the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by The Company has no off-balance sheet arrangements with any Group Company constitute Person.
(e) Except as set forth on Section 3.5(e) of the Disclosure Schedules, all accounts receivable on the Latest Balance Sheet and the accounts receivable arising after the date thereof through the Closing Date: (i) are valid and, to the Company’s Knowledge, collectible obligations (net of the recorded amounts for the allowances for bad debts and enforceable claims sales returns and allowances and any reserve for collectability with respect thereto reflected on the Latest Balance Sheet); (ii) to the Company’s Knowledge, are not subject to any offset or counterclaim; and (iii) have arisen from bona fide transactionstransactions by the Company in the Ordinary Course of Business. To the Company’s Knowledge, the reserves for collectability set forth on the Latest Balance Sheet are reasonable. Since the date of the Latest Balance Sheet, there have been no write-offs as uncollectible of any accounts receivable of the Company in the ordinary course amounts in excess of business consistent with past practice.$50,000 as to any individual accounts receivable item or $250,000 in the aggregate.
(ef) All accounts payable of on the Group Companies reflected in Latest Balance Sheet and the Financial Statements or accounts payable arising after the date thereof are or will be thereof through the result of Closing Date have arisen from bona fide transactions by the Company in the ordinary course Ordinary Course of business and have been paid or are not yet due and payable.Business. Since the date of the Latest Balance Sheet, the Company has operated in the Ordinary Course of Business with respect to the timing of payment of accounts payable.
Appears in 1 contract
Sources: Stock Purchase Agreement (Stewart Information Services Corp)
Financial Statements. The Company has delivered to AmeriLink (a) True and complete copies of (i) its reviewed balance sheets for the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31June 30, 20161996 and June 30, December 311997, 2017 and December 31, 2018, and together with the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity flows and changes in financial position of stockholders' equity for the Companyyears ended on such dates, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”)together, (ii) the unaudited consolidated balance sheet of the Company as of March 31in each case, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) accompanied by the calculation details review reports thereon of the Estimated Balance Sheet Date Net Debt and Company's Accountants (collectively, the Estimated Balance Sheet Date Net Working Capital ((ii"REVIEWED FINANCIAL STATEMENTS") and (iiib) are the audited balance sheet of the Company dated December 31, 1998, and the related audited statements of income, cash flows and changes in stockholders' equity of the Company for the twelve month period ended December 31, 1998, in each case, with all related notes and schedules thereto, accompanied by the audit report thereon of the Company's Accountants (collectively referred to herein as the “Interim Consolidated "AUDITED FINANCIAL STATEMENTS" and together with the Reviewed Financial Statements”) have been delivered , the "COMPANY FINANCIAL STATEMENTS"). The Reviewed Financial Statements were reviewed by the Company Accountants in accordance with standards established by the American Institute of Certified Public Accountants ("AICPA") and the review report with respect thereto stated that the Company Accountants were not aware of any material modifications that should have been made to the Purchaserrespective accompanying financial statements and information further to be in conformity with GAAP, other than lack of year-end adjustments and footnote disclosures. True The Audited Financial Statements, including any footnotes thereto, have been prepared in accordance with GAAP consistently applied, and complete copies in all material respects fairly present the financial position, results of the unaudited consolidated balance sheet operations, cash flows and changes in stockholders' equity of the Company as of August December 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof 1998 and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, twelve-month period then ended. The assets and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies liabilities and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense on the Audited Financial Statements are bona fide and all assets and Liabilities required were not acquired, earned or incurred pursuant to be reflected therein any contract or other arrangement which was entered into, amended or terminated in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices anticipation of any of the Company, (ii) transactions contemplated by this Agreement. The books and records of the Company are complete and correct in all material respectsrespects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business practices, and accounting practices.
(c) All accurately reflect the basis for the financial condition of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, as set forth in the ordinary course of business consistent with past practice, and reserves therefor shown on the aforementioned Company Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group CompanyStatements.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Merger Agreement (Amerilink Corp)
Financial Statements. (a) True and complete Attached hereto as Section 2.6 of the Company Disclosure Schedule are copies of (i) the unaudited audited consolidated balance sheet sheets of the Company and its Subsidiaries as of December 31, 2009 and 2010 (the December 31, 2010 balance sheet being the “Company Base Balance Sheet”), the related reviewed consolidated statements of operations, stockholders’ deficit and cash flows for each of the three (3) fiscal years year ended December 31, 20162009, and the related audited consolidated statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2017 2010, in each case, with a report thereon by the independent certified public accountants of the Company and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 20182011 and February 29, 2012 (the December 31, 2011 balance sheet being the “Most Recent Balance Sheet”) and the related unaudited consolidated statements of incomeoperations and cash flows for the year/two-month period then ended (collectively, consolidated cash flow statementsthe “Company Financial Statements”). The Company Financial Statements were prepared in conformity with GAAP, shareholders’ equity applied on a consistent basis, and changes in fairly present the financial position of the Company, together with all related notes Company and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies its Subsidiaries as of the dates thereof and the results of operations and cash flows of the Company and its Subsidiaries for the periods covered therebyshown therein, (C) have been or will have been, subject to the absence of footnotes and to normal and recurring year-end adjustments in the case of any such Company Financial Statements that are unaudited. Except as applicable, prepared set forth in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices Section 2.6 of the Group Companies Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into any transactions involving the factoring of receivables, synthetic leases, off balance sheet research and development arrangements or the use of special purpose entities for any off balance sheet activity. The revenue recognition policies of the Company and its Subsidiaries and the application of those policies comply, in all material respects, and (D) include or will includewith applicable standards under GAAP, as applicable, all adjustments that are necessary for applied on a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyconsistent basis.
(b) The books of account All bonus and other financial records of compensation plans or arrangements between the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standardits Subsidiaries, on the one hand, and in each casetheir respective Employees and Workers, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate other hand, for the years ending December 31, 2010 and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims2011, refusals to payrespectively, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableproperly accrued in the Company Financial Statements.
Appears in 1 contract
Financial Statements. (a) True and complete copies of As used herein, the term “Financial Statements” means the (i) the unaudited audited consolidated balance sheet financial statements of the Company for and its direct and indirect Subsidiaries (the “Target Companies”) (including, in each case, any related notes thereto), consisting of the three (3) fiscal years ended consolidated balance sheets of the Target Companies as of December 31, 2016, December 31, 2017 2020 and December 31, 20182019, and the related unaudited consolidated audited income statements, changes in member equity and statements of incomecash flows for the fiscal years then ended, consolidated cash flow statements, shareholders’ equity each audited by a PCAOB qualified auditor in accordance with GAAP and changes in financial position of the Company, together with all related notes and schedules thereto PCAOB standards (collectively referred to herein as the “Annual Consolidated Audited Financial Statements”), (ii) the unaudited Company prepared and auditor reviewed financial statements, consisting of the consolidated balance sheet of the Company Target Companies as of March 31, 2019 and June September 30, 20192021 (the “Interim Balance Sheet Date”) and the related consolidated income statement, respectivelychanges in member equity and statement of cash flows for the nine (9) months then ended and the related unaudited consolidated financial statements of the Target Companies, consisting of the consolidated balance sheet of the Target Companies as of September 30, 2021, and the related unaudited consolidated statements of incomeincome statement, consolidated cash flow statements, shareholders’ changes in member equity and changes in financial position statement of cash flows for the nine (9) months then ended (the “Q3 Financial Statements”). True and correct copies of the CompanyFinancial Statements have been provided to the Acquiror. The Financial Statements (i) accurately reflect the books and records of the Target Companies as of the times and for the periods referred to therein, together (ii) were prepared in accordance with all related GAAP, consistently applied throughout and among the periods involved (except as may be indicated in the notes and schedules theretothereto and, in the case of the Q3 Financial Statements, the absence of footnotes or the inclusion of limited footnotes), and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations position of the Group Target Companies as of the respective dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations and cash flows of the Group Target Companies as of the dates thereof and for the periods covered thereby.
indicated (b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactionssubject, in the ordinary course case of business consistent with past practicethe Q3 Financial Statements, to normal, recurring or immaterial year-end adjustments and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standardabsence of footnotes). No further goods or services are required Target Company has ever been subject to be provided in order to complete the sales reporting requirements of Sections 13(a) and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d15(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableExchange Act.
Appears in 1 contract
Financial Statements. (a) True and complete copies of (i) the unaudited consolidated balance sheet of the Company for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position Copies of the Company, together with all related notes and schedules thereto (collectively referred to herein as ’s audited financial statements consisting of the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March December 31, 2019 and June 30, 2019, respectively, 2012 and the related consolidated statements of incomeincome and retained earnings, consolidated cash flow statements, shareholdersmembers’ equity and changes in cash flow for the year then ended (the “Audited Financial Statements”), and unaudited consolidated financial position statements consisting of the Companybalance sheet of the Company as at September 30, 2013 and the related consolidated statements of income and retained earnings, members’ equity and cash flow for the nine month period then ended (the “Unaudited Financial Statements”) and together with all related notes and schedules theretothe Audited Financial Statements (the “Financial Statements”), and (iii) the calculation details have been delivered to Buyer or made available to Buyer. The balance sheet of the Estimated Balance Sheet Date Net Debt and Company for the Estimated Balance Sheet Date Net Working Capital twelve ((ii12) and (iii) are collectively months ended December 31, 2012 is referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by Balance Sheet” and the Company to date thereof as the Purchaser. True “Balance Sheet Date” and complete copies of the unaudited consolidated balance sheet of the Company as of August 31September 30, 2019, 2013 is referred to herein as the “Unaudited Balance Sheet” and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, date thereof as the “Financial StatementsUnaudited Balance Sheet Date”), will be delivered to the Purchaser before the commencement of the Closing Examination. .
(b) The Financial Statements (A) were or will be, as applicable, have been prepared in accordance with GAAP applied on a consistent basis throughout the books of account periods involved and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies Company and the Company Subsidiaries on a consolidated basis as of their respective dates and the results of the operations of the Group Companies as of Company and the dates thereof and Company Subsidiaries for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies indicated, except (i) reflect all items of income and expense and all assets and Liabilities required to as may be reflected therein indicated in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Companyfootnotes thereto, (ii) are complete and correct in all material respectsas otherwise noted therein, and do not contain or reflect any material inaccuracies or discrepancies, and and/or (iii) have been maintained in accordance with all applicable Laws (including Antithe case of unaudited Financial Statements, for the absence of footnotes and for normal year-Corruption Laws) end adjustments, none of which is material in nature or amount. The Company has not received any written allegations of fraud that involve management or other employees of the Company or any Company Subsidiary, or that call into question the effectiveness of the design and good business and accounting practicesoperation of the Company’s internal controls over financial reporting.
(c) All of Since the accounts receivable owing to Unaudited Balance Sheet Date, neither the Company nor any Group Company constitute valid and enforceable claims and are good and collectibleSubsidiary has incurred any liability or obligation (whether accrued, and have arisen from bona fide transactionsabsolute, contingent or otherwise), except for any such liabilities or obligations incurred in the ordinary course of business consistent with past practice, and reserves therefor shown on none of which, individually or in the Financial Statements are aggregate, has resulted in or will would reasonably be adequate and on expected to result in a basis consistent with the Applicable Accounting Standard. No further goods Material Adverse Effect or services are required to constitutes or would constitute a breach of this Agreement had this Agreement be provided in order to complete the sales and to entitle the respective Group Company to collect effect as of such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companydate.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, Except as set forth in the ordinary course of business consistent with past practice.
(eSection 4.06(d) All accounts payable of the Group Companies reflected in Disclosure Schedules, neither the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableCompany nor any Company Subsidiary has any Indebtedness.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Leucadia National Corp)
Financial Statements. (a) True The Company has previously made available to Parent:
(i) true and complete copies of (i) the unaudited audited consolidated balance sheet sheets and statements of operations and comprehensive loss, cash flows, and stockholders’ equity of the Company and its Subsidiaries as of and for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2019 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto the auditor’s reports thereon (collectively referred to herein as the “Annual Consolidated Audited Financial Statements”), ; and
(ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True true and complete copies of the unaudited condensed consolidated balance sheet and statements of operations and comprehensive loss, cash flows and stockholders’ equity of the Company and its Subsidiaries as of August 31and for the twelve-month period ended September 30, 2019, and 2020 (the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company“Q3 Financial Statements” and, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Audited Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement .
(b) Except as set forth on Section 4.8(b) of the Closing Examination. The Company Disclosure Letter, the Audited Financial Statements, the Q3 Financial Statements (A) were or will be, as and if applicable, prepared when delivered pursuant to Section 6.4, the 2020 Audited Financial Statements, in accordance with the books of account and other financial records of the Group Companies in all material respectseach case, (Bi) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of operations their operations, their consolidated incomes, their consolidated changes in stockholders’ equity (with respect to the Audited Financial Statements only) and their consolidated cash flows for the respective periods then ended (subject, in the case of the Group Companies as Q3 Financial Statements to normal year-end adjustments and the absence of the dates thereof and for the periods covered therebyfootnotes), (Cii) have been or will have been, as applicable, were prepared in accordance conformity with the Applicable Accounting Standard GAAP applied on a consistent basis consistent with during the past practices periods involved (except as may be indicated in the notes thereto and, in the case of the Group Companies in all material respectsQ3 Financial Statements, the absence of footnotes or the inclusion of limited footnotes), (iii) were prepared from, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in accordance in all material respects of with, the consolidated financial condition of the Group Companies books and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies its consolidated Subsidiaries and (iiv) reflect all items when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of income and expense and all assets and Liabilities required to be reflected therein this Agreement in accordance with Applicable Accounting StandardSection 6.4, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct will comply in all material respectsrespects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and do not contain or reflect any material inaccuracies or discrepanciesthe Securities Act applicable to a registrant, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practiceseffect as of the respective dates thereof.
(c) All The Company and each of the accounts receivable owing Company’s Subsidiaries maintain a system of internal accounting controls sufficient to any Group Company constitute valid and enforceable claims and provide reasonable assurance that (i) transactions are good and collectibleexecuted in accordance with management’s general or specific authorizations, and have arisen from bona fide transactions, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP. Neither the Company (including any employee thereof) nor any independent auditor of the Company has identified or been made aware of (x) any significant deficiency or material weakness in the ordinary course system of business consistent with past practiceinternal accounting controls utilized by the Company, and reserves therefor shown on (y) any fraud, whether or not material, that involves the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, Company’s management or other rights employees who have a role in the preparation of set-off with respect to financial statements or the internal accounting controls utilized by the Company or (z) any Group Companyclaim or allegation regarding any of the foregoing.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(eSection 4.8(d) All accounts payable of the Group Companies reflected in Company Disclosure Letter sets forth (i) the Financial Statements or arising after Indebtedness of the Company and its Subsidiaries as of the date thereof are or will be hereof and (ii) the result Cash of bona fide transactions in the ordinary course Company and its Subsidiaries as of business and have been paid or are not yet due and payablethe date hereof.
Appears in 1 contract
Sources: Business Combination Agreement (Nebula Caravel Acquisition Corp.)
Financial Statements. (a) True and complete Part 2.4(a) of the ▇▇▇▇▇▇▇ Disclosure Letter contains copies of (i) unaudited combined and consolidated balance sheets of the Communications Business as of December 31, 2013 and December 31, 2012 and the unaudited combined and consolidated balance sheet statements of earnings of the Company Communications Business for each of the three (3) fiscal years ended December 31, 20162013, December 31, 2017 2012 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto 2011 (collectively referred to herein as the “Annual Consolidated Year-End Communications Business Unaudited Financial Statements”), and (ii) unaudited and unadjusted financial data of Fluke Networks, Tektronix Communications and Arbor Networks as of and for the unaudited consolidated balance sheet nine months ended September 26, 2014 (comprised of unadjusted Hyperion data together with a schedule (included in Part 2.4(a) of the Company as ▇▇▇▇▇▇▇ Disclosure Letter) describing the basis of March 31, 2019 presentation and June 30, 2019, respectively, and adjustments that would be necessary to derive financial statements on the related consolidated statements same basis of income, consolidated cash flow statements, shareholders’ equity and changes presentation (included in financial position Part 2.4(a) of the Company, together with all related notes and schedules thereto, and (iii▇▇▇▇▇▇▇ Disclosure Letter) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the Year End Communications Business Unaudited Financials) (the “Unaudited Interim Consolidated Communications Business Financial StatementsData”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Year-End Communications Business Unaudited Financial Statements, the “Communications Business Unaudited Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Communications Business Unaudited Financial Statements (A) were or will be, as applicable, prepared in good faith and derived from the books and records of ▇▇▇▇▇▇▇ and its Subsidiaries and were prepared in accordance with the books of account and other financial records of the Group Companies in all material respectsGAAP, (B) present or will presentconsistently applied, as applicableat the dates and for the periods presented (except as noted therein), and present fairly in all material respects the consolidated financial condition position and results of operations of the Group Companies Communications Business as of the dates and for the periods presented on the basis by which the Communications Business Unaudited Financial Statements were prepared (subject to adjustments which are not material, individually or in the aggregate) (it being understood, however, that the Communications Business has not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the Communications Business Unaudited Financial Statements will reflect certain cost allocations made that may not reflect what would have been incurred if the Communications Business had been a standalone business).
(b) When delivered pursuant to Section 5.13, the Audited Financial Statements shall present fairly in all material respects the financial position and results of operations of the Communications Business as of the dates thereof and or for the periods covered thereby, (C) and will have been or will have been, as applicable, prepared in accordance with GAAP consistently applied based on the Applicable Accounting Standard applied on historic practices and accounting policies of ▇▇▇▇▇▇▇ to the extent compliant with GAAP (it being understood, however, that the Communications Business has not been operating historically as a basis consistent with separate “standalone” entity or reporting segment and, therefore, the past practices of Audited Financial Statements will reflect certain cost allocations made that may not reflect what would have been incurred if the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for Communications Business had been a fair presentation standalone business). The Audited Financial Statements shall conform in all material respects to the published rules and regulations of the consolidated SEC applicable to financial condition statements for each of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities that will be required to be reflected therein included in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesNetScout Form S-4 Registration Statement.
(c) All ▇▇▇▇▇▇▇ maintains a system of internal controls over financial reporting which is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, in each case, with respect to ▇▇▇▇▇▇▇ and its Subsidiaries, taken as a whole. To the Knowledge of ▇▇▇▇▇▇▇, since December 31, 2013, neither ▇▇▇▇▇▇▇ nor any of its Subsidiaries has identified or been made aware of any material illegal act or fraud related to the business of the accounts receivable owing Communications Business.
(d) None of the information to be supplied by or on behalf of ▇▇▇▇▇▇▇ or Newco for inclusion or incorporation by reference in the NetScout Form S-4 Registration Statement or the Newco Registration Statements will, at the time the NetScout Form S-4 Registration Statement or the Newco Registration Statements, respectively, is filed with the SEC or at the time it, or any Group Company constitute valid amendment or supplement thereto, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of ▇▇▇▇▇▇▇ or Newco for inclusion or incorporation by reference in the Proxy Statement/Prospectus will, at the time the Proxy Statement/Prospectus is mailed to the stockholders of NetScout or at the time of the NetScout Stockholders’ Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Newco Registration Statements will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and enforceable claims the rules and regulations promulgated by the SEC thereunder, except that no representation or warranty is made by ▇▇▇▇▇▇▇ or Newco with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of NetScout for inclusion or incorporation by reference in the Newco Registration Statements.
(e) After giving effect to the Distribution and the other transactions contemplated by the Distribution Agreement, the Communications Business has not incurred any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise) that are good and collectiblerequired to be reflected in the Communications Business Unaudited Financial Statements in accordance with GAAP, and as in effect on the date of this Agreement, except for (i) those liabilities that are reflected or reserved for in the Unaudited Interim Communications Business Financial Data, (ii) liabilities that have arisen from bona fide transactionsbeen incurred by the Communications Business since June 27, 2014 in the ordinary course of business the Communications Business consistent with past practice, and reserves therefor shown on the Financial Statements are (iii) liabilities under this Agreement or will be adequate and on a basis consistent incurred in connection with the Applicable Accounting Standard. No further goods Contemplated Transactions and (iv) liabilities that are not, individually or services are required in the aggregate, material to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to payCommunications Business, or other rights of set-off with respect to any Group Company.
(dthat are described in Part 2.4(e) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable▇▇▇▇▇▇▇ Disclosure Letter.
Appears in 1 contract
Financial Statements. (a) True Attached as Section 4.8(a) of the Company Disclosure Letter are: true and complete copies of (i) the unaudited audited consolidated balance sheet sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of the Company and its Subsidiaries as of and for each of the three (3) fiscal years ended December 31, 2016, December 31, 2017 2019 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto auditor’s reports thereon (together with the Annual Consolidated Financial Statements and the Interim Consolidated Updated Financial Statements, when delivered pursuant to Section 6.3(a), the “Audited Financial Statements” and, together with the 1H Financial Statements, when delivered pursuant to Section 6.3(b), the “Financial Statements”), will be delivered to the Purchaser before the commencement .
(b) Except as set forth on Section 4.8(b) of the Closing Examination. The Company Disclosure Letter, the Audited Financial Statements and, when delivered pursuant to Section 6.3(b), the 1H Financial Statements (Ai) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of operations their operations, their consolidated incomes, their consolidated changes in stockholders’ equity (with respect to the Audited Financial Statements only) and their consolidated cash flows for the respective periods then ended (subject, in the case of the Group Companies as 1H Financial Statements, to normal year-end adjustments and the absence of the dates thereof and for the periods covered therebyfootnotes), (Cii) have been or will have been, as applicable, were prepared in accordance conformity with the Applicable Accounting Standard GAAP applied on a consistent basis consistent with during the past practices periods involved (except as may be indicated in the notes thereto and, in the case of the Group Companies in all material respects1H Financial Statements, the absence of footnotes or the inclusion of limited footnotes), (iii) were prepared from, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in accordance in all material respects of with, the consolidated financial condition of the Group Companies books and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company and other Group Companies its consolidated Subsidiaries and (iv) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.3, will 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 applicable to a registrant, in effect as of the respective dates thereof.
(c) Neither the Company (including, to the knowledge of the Company, any employee thereof) nor any independent auditor of the Company has identified or been made aware of (i) reflect all items any significant deficiency or material weakness in the system of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of internal accounting controls utilized by the Company, (ii) are complete and correct any fraud, whether or not material, that involves the Company’s management or other employees who have a role in all material respects, and do not contain the preparation of financial statements or reflect any material inaccuracies the internal accounting controls utilized by the Company or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All any claim or allegation regarding any of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Companyforegoing.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Merger Agreement (Social Capital Hedosophia Holdings Corp. II)
Financial Statements. (a) True and complete copies of The Target is currently having an accounting firm authorized to practice before the Commission conduct (i) an audit of the unaudited consolidated balance sheet of the Company for each Target as of the three (3) fiscal years ended December 31, 2016, December 31, 2017 and December 31, 20182010, and the related unaudited consolidated statements of incomeoperations, consolidated shareholders’ equity and cash flow statementsflows for the period from inception through December 31, 2010 (the “Target Audited Financial Statements”), and (ii) a review of the balance sheet of the Target as of September 30, 2011, and the related statements of operations, shareholders equity and cash flows for the period from inception through September 30, 2011 (the “Targeted Reviewed Financial Statements”, together with the Target Audited Financial Statements, the “Target Financial Statements”). The Target Financial Statements will be true and accurate, in accordance with the books and records of Target, in all material respects taken as a whole. Except as disclosed therein, the Target Financial Statements (i) will be in accordance with the books and records of the Target and will be prepared in conformity with generally accepted accounting principles (“GAAP”) consistently applied for all periods, and (ii) will fairly present the financial position of the Target as of the respective dates thereof, and the results of operations, and changes in shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statementsfor the periods then ended, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in GAAP consistently applied for all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyperiods.
(b) The books Except as set forth on the Target Financial Statements, the Target has no debt, liability or obligations of account any nature, whether accrued, absolute, contingent, or otherwise, whether due or to become due and other financial records of whether or not the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to amount hereof is readily ascertainable, that will not be reflected therein as a liability in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of Target Audited Financial Statements or except for liabilities incurred by the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, Target in the ordinary course of business business, consistent with past practicepractices which are not otherwise prohibited by, or in violation of, or which will not result in a breach of, the representations, warranties, and reserves therefor shown on covenants of the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided Target contained in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in fullthis Agreement. There are no material contingent or asserted claims, refusals to pay, or other rights loss contingencies (as such term is used in Statement of set-off with respect to any Group Company.
Financial Accounting Standards No. 5 (d“FAS No. 5”) All merchandise prepayment made issued by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, the Financial Accounting Standards Board (the “FASB”) which are not adequately provided for in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Target Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableas required by FAS No. 5.
Appears in 1 contract
Sources: Securities Purchase Agreement (Penny Auction Solutions Inc)
Financial Statements. (a) True and complete The Company has delivered to Purchaser copies of the following financial statements, copies of which are attached as Section 3.5 of the Company Disclosure Schedule: (i) the unaudited audited consolidated financial statements of the Company and its Subsidiaries as of May 31, 2007, 2006 and 2005, including the balance sheet and the related statements of operations, statements of changes in stockholders’ equity and statements of cash flows of the Company and its Subsidiaries as of and for the fiscal years then ended, including in each case the notes thereto, together with the report of the independent certified public accounting firm set forth therein (the “Audited Financial Statements”; the balance sheet of the Company for each and its Subsidiaries as of May 31, 2007, the “Reference Balance Sheet”; the date of the three (3) fiscal years ended December 31Reference Balance Sheet, 2016, December 31, 2017 and December 31, 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial StatementsReference Balance Sheet Date”), ) and (ii) the unaudited consolidated balance sheet financial statements of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company its Subsidiaries as of August 31, 20192007, including the balance sheet and the related consolidated statements statement of income, consolidated cash flow statements, shareholders’ equity and changes in financial position operations of the CompanyCompany and its Subsidiaries as of and for the three-months then ended (such financial statements, together with all related notes and schedules thereto the financial statements to be delivered pursuant to Section 5.7 below, the “Unaudited Financial Statements”) (together with the Annual Consolidated Audited Financial Statements and the Interim Consolidated Unaudited Financial Statements, collectively, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or referred to above have been, and the Financial Statements to be delivered pursuant to Section 5.7 below will be, prepared in accordance with GAAP consistently applied (except, in the case of the Unaudited Financial Statements, for the absence of footnotes (that, if presented, would not differ materially from those included in the Audited Financial Statements) and normal recurring year end adjustments (the effect of which will not, individually or in the aggregate, be material)). The Financial Statements referred to above fairly present, and the Financial Statements to be delivered pursuant to Section 5.7 below will fairly present, in all material respects the financial position of the Company and its Subsidiaries and the results of operations and changes in financial position and cash flows as applicableof the dates and for the periods specified. The Financial Statements referred to above have been, and the Financial Statements to be delivered pursuant to Section 5.7 below will be, prepared in accordance with the books of account and other financial records of the Group Companies Company and its Subsidiaries. The Company and its Subsidiaries have given Purchaser access to their true, correct and complete books and records and accounts, which accurately and fairly reflect, in reasonable detail, the activities of the Company and its Subsidiaries in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records Section 3.5 of the Company and other Group Companies Disclosure Schedule sets forth (a) with respect to each pending capital expenditure project of the Company or its Subsidiaries estimated to involve expenditures of more than $100,000, (i) reflect all items the nature or purpose of income such project and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepanciesthe total amount of capital expenditure estimated to be made, and (iiib) have been maintained the aggregate amount of all capital expenditures incurred or expended from June 1, 2007 through August 31, 2007 (whether in accordance connection with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicessuch pending capital expenditure projects or otherwise).
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Merger Agreement (Clarcor Inc)
Financial Statements. (a) True The Company has delivered to Parent true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):
(i) the unaudited audited consolidated balance sheet sheets of the Company for and each of its Subsidiaries as of December 31, 2009, December 31, 2010 and December 31, 2011 and the three (3) related audited consolidated statements of income, cash flows and changes in equity for the fiscal years ended December 31, 20162009, December 31, 2017 2010 and December 31, 20182011, including the notes to the consolidated accounts, Company annual accounts and the auditor’s reports related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein the financial statements as of and for the year ended December 31, 2011, the “Annual Consolidated Audited Financial Statements”), ; and
(ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2019 and June 30, 2019, respectively, 2012 and the related unaudited consolidated statements of income, consolidated income and cash flow flows for the six-month period ending on such date (such financial statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. .
(b) The Financial Statements and related notes (Ai) were or will behave been prepared from and are in accordance with the books and records of the Company and its Subsidiaries, as applicable, (ii) have been prepared in accordance with the books Accounting Principles applied on a consistent basis throughout the periods covered thereby, except as may be indicated in the notes thereto and except, in the case of account unaudited interim Financial Statements, for the absence of footnotes and other financial records of the Group Companies subject to normal year-end adjustments not expected to be material in amount and (iii) fairly present, in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations position of the Group Companies Company and its subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods covered therebythen ended (subject, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices case of the Group Companies unaudited interim Financial Statements, to the absence of footnotes and to normal year-end adjustments not expected to be material in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyamount).
(bc) The books of account and other financial records minute books of the Company and other Group Companies (i) reflect its Subsidiaries are complete and correct in all items material respects and have been maintained in accordance with sound business practices. The books of income account and expense minute books of the Company and all its Subsidiaries are maintained in a manner substantially consistent with past practice and have recorded therein the results of operations and the assets and Liabilities liabilities of the Company and its Subsidiaries required to be reflected therein under the Accounting Principles and other legal and accounting requirements applicable to the Company and its Subsidiaries. The Company and each of its Subsidiaries maintains a system of accounting and internal controls sufficient in all material respects to provide reasonable assurances that (i) financial transactions are executed in accordance with Applicable Accounting Standard, the general and in each case, applied on a basis consistent with specific authorization of the past practices management of the Company, (ii) all transactions are complete recorded as necessary to permit the preparation of financial statements in conformity with the Accounting Principles and correct in all material respectsother legal and accounting requirements applicable to the Company and each of its Subsidiaries and to maintain proper accountability for items, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained access to their respective property and assets is permitted only in accordance with all applicable Laws management’s general or specific authorization and (including Anti-Corruption Lawsiv) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent recorded accountability for items is compared with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales actual levels at reasonable intervals and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off appropriate action is taken with respect to any Group Companydifferences.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Financial Statements. (a) True The Seller has delivered true and complete copies of the following financial statements to Buyer: (i) the audited consolidated balance sheets of AETI and its Affiliates, including the Seller, as of December 31, 2015, 2016 and 2017 and the related audited consolidated statements of income, stockholders’ equity, and cash flows for the fiscal years then ended, together with the notes thereto (the “Financial Statements”), and (ii) the unaudited consolidated balance sheet of AETI and its Affiliates, including the Company for each Seller, as of the three (3) fiscal years ended December May 31, 2016, December 31, 2017 and December 31, 20182018 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholdersstockholders’ equity and changes in financial position of cash flows for the Company, together with all related notes and schedules thereto one-month period then ended (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True ” and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Seller Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. .
(b) The Financial Statements (A) were or will be, as applicable, have been prepared in accordance with the books of account GAAP in all material respects and other financial records of the Group Companies fairly present, in all material respects, (B) present or will presentthe financial position, results of operations, stockholders’ equity, and cash flows of the Seller and its Affiliates, as applicable, fairly of the respective dates thereof and for the periods indicated therein. The Interim Financial Statements have been prepared by management in accordance with GAAP in all material respects (except for the consolidated absence of footnote disclosure and customary year-end adjustments which will not be material individually or in the aggregate) and fairly present, in all material respects, the financial condition position and results of operations of the Group Companies Seller and its Affiliates as of the respective dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with indicated therein. The Seller’s Financial Statements were derived from the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, books and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.
(b) The books of account and other financial records of the Company Seller and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practicesits Affiliates.
(c) All Except as disclosed in Section 3.6 of the accounts receivable owing to Disclosure Schedule, since December 31, 2017, the Seller does not have any Group Company constitute valid and enforceable claims and are good and collectiblematerial liabilities or obligations of any nature (whether accrued, and have arisen from bona fide transactionsabsolute, contingent or otherwise), other than liabilities or obligations (i) incurred in the ordinary course of business consistent with past practice(excluding liability for breach of Contract, and reserves therefor shown on the Financial Statements are infringement or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods tort) or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent (ii) that were expressly disclosed or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, reserved against in the ordinary course of business consistent with past practiceInterim Financial Statements.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Sources: Asset Purchase Agreement (American Electric Technologies Inc)
Financial Statements. NAI has furnished to UVSG true and complete -------------------- copies of the following unaudited (except in the case of TVSM, the financial statements of which that are set forth in subparagraph (f) below are audited) financial statements (the "Unaudited Contributed Business Financial Statements"):
(a) True profit and complete copies loss statements of Publications (iexcluding TVGEN) for the unaudited consolidated fiscal years ended June 30, 1995, 1996 and 1997 and the nine months period ended March 31, 1998; (b) balance sheet sheets of Publications (excluding TVGEN) as of March 31, 1998; (c) statements of cash flows of Publications (excluding TVGEN) for the Company fiscal year ended June 30, 1997 and the nine month period ended March 31, 1998; (d) profit and loss statements of TVSM for each of the three months period ended March 31, 1998; (3e) fiscal years balance sheets of TVSM as of March 31, 1998; and (f) financial statements (which include balance sheets, statements of cash flows and profit and loss statements) of TVSM for the twelve month period ended December 31, 20161997. The Unaudited Contributed Businesses Financial Statements were prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of preceding accounting periods (except as may be indicated therein or in the notes thereto) ("GAAP"), December 31except that the financial statements of Publications (excluding TVGEN) do not contain any provision for taxes, 2017 and December 31, 2018interest or amortization of goodwill (none of which will represent any actual or contingent liability or commitment of the NAI Contributed Entities at Closing). Each of the financial statements contained in the Unaudited Contributed Businesses Financial Statements was prepared, and the related unaudited consolidated audited financial statements of incomethe NAI Contributed Businesses that will be included in the proxy statement of UVSG relating to the approval of the Transaction by the UVSG stockholders (the "UVSG Proxy Statement") will be prepared, consolidated cash flow statementsin accordance with GAAP, shareholders’ equity and each of the financial statements contained in the Unaudited Contributed Businesses Financial Statements fairly present, and the audited financial statements of the NAI Contributed Businesses that will be included in the UVSG Proxy Statement will fairly present (except as may be indicated therein or in the notes thereto), the financial position of the NAI Contributed Businesses and the NAI Contributed Entities as of the dates thereof and the results of operations and changes in financial position of the Company, together with all related notes NAI Contributed Businesses and schedules thereto (collectively referred to herein as the “Annual Consolidated Financial Statements”), (ii) the unaudited consolidated balance sheet NAI Contributed Entities for each of the Company as of March 31, 2019 and June 30, 2019, respectively, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (together with the Annual Consolidated Financial Statements and the Interim Consolidated Financial Statements, the “Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. The Financial Statements (A) were or will be, as applicable, prepared in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations of the Group Companies as of the dates thereof and for the periods covered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebythen ended.
(b) The books of account and other financial records of the Company and other Group Companies (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice, and reserves therefor shown on the Financial Statements are or will be adequate and on a basis consistent with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practice.
(e) All accounts payable of the Group Companies reflected in the Financial Statements or arising after the date thereof are or will be the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payable.
Appears in 1 contract
Financial Statements. (a) True The Company has delivered to PAS true, correct and complete copies of of: (i) the unaudited consolidated audited balance sheet sheets of the Company for each of the three (3) fiscal years ended December 31of 2008, 2016, December 31, 2017 2007 and December 31, 2018, 2006 and the related unaudited consolidated audited statements of income, consolidated income and of cash flow statements, shareholders’ equity and changes in financial position flows of the Company, together with, in each case, the notes thereto and the report of the Company’s certified public accountants with all related notes and schedules respect thereto (collectively referred to herein as the “Annual Consolidated Company Audited Financial Statements”), ; and (ii) the unaudited consolidated balance sheet of the Company as of dated March 31, 2019 and June 30, 2019, respectively, 2009 and the related consolidated statements of income, consolidated income and of cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 2019, and for the related consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of period then ended (the Company, together with all related notes and schedules thereto (together “Company Interim Financial Statements,” collectively with the Annual Consolidated Financial Statements and the Interim Consolidated Company Audited Financial Statements, the “Company Financial Statements”), will be delivered to the Purchaser before the commencement of the Closing Examination. .
(b) The Company Financial Statements (A) were or will be, as applicable, prepared are based upon the information contained in accordance with the books of account and other financial records of the Group Companies in all material respects, (B) Company and fairly present or will present, as applicable, fairly in all material respects the consolidated financial condition and results of operations position of the Group Companies Company as of the dates thereof and results of operations and cash flows for the periods covered therebyreferred to therein. Except for the absence of notes thereto and subject to normal year-end audit adjustments and normal year-end accruals that will not be material in amount or effect, (C) have each of the Company Financial Statements has been or will have been, as applicable, prepared in accordance with IFRS, consistently applied in accordance with the Applicable Accounting Standard applied on a basis Company’s historical practices insofar as such practices are consistent with IFRS.
(c) All accounts, books and ledgers related to the past practices business of the Group Companies Company are complete in all material respects, and (D) include there are no material inaccuracies or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects discrepancies of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered therebyany kind contained or reflected therein.
(bd) The books of account accounts receivable and other financial records of receivables reflected on the Company Reference Balance Sheet, and other Group Companies those arising in the Ordinary Course of Business after the date thereof, are (i) reflect all items of income and expense and all assets and Liabilities required to be reflected therein in accordance with Applicable Accounting Standard, and in each case, applied on a basis consistent with the past practices of the Company, (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been maintained in accordance with all applicable Laws (including Anti-Corruption Laws) and good business and accounting practices.
(c) All of the accounts receivable owing to any Group Company constitute valid and enforceable claims and are good and collectible, and receivables that have arisen from bona fide transactions, transactions in the ordinary course Ordinary Course of business consistent with past practiceBusiness, (ii) to Company’s Knowledge, are not subject to valid counterclaims or setoffs and reserves therefor shown (iii) to Company’s Knowledge, except as and to the extent of the bad debt reserve reflected on the balance sheet in the Company Interim Financial Statements are or will be adequate and on a basis consistent (the “Company Reference Balance Sheet”), collectible in accordance with the Applicable Accounting Standard. No further goods or services are required to be provided in order to complete the sales and to entitle the respective Group Company to collect such accounts receivable in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any Group Company.
(d) All merchandise prepayment made by any Group Company constitute valid and enforceable claims and have arisen from bona fide transactions, in the ordinary course of business consistent with past practicetheir terms.
(e) All accounts payable Each asset included in the Company Reference Balance Sheet is (i) legally and beneficially owned solely by the Company and will be, on the Closing Date, free from any Lien, other than Permitted Liens, and (ii) where capable of possession, in the possession of the Group Companies reflected Company. The Company Material Contracts, together with the assets that the Company owns at the Closing, are sufficient to operate the business of the Company in the Financial Statements or arising after same manner as it was operated before the Closing.
(f) The Company has a Normalized Level of Working Capital as of the date thereof are or of this Agreement and will be have a Normalized Level of Working Capital on the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due and payableClosing Date.
Appears in 1 contract
Sources: Subscription and Share Exchange Agreement (Pepsiamericas Inc/Il/)