Income Statements. Schedule 3.3 sets forth (a) the unaudited consolidated statement of income (before taxes and interest) of the Publications for the fiscal year ended December 31, 2006 and (b) unaudited consolidated statement of income (before taxes and interest) of the Publications for the period through June 30, 2007 (the “Income Statement Date”) (the financial statements referred to in clauses (a) and (b) being “Income Statements”). Mxxxxx Publishing operates (and reports its financial results) as a single operating segment. Accordingly, separate balance sheets, income statements or other financial statements are not maintained for the Publications as a group, or for any individual Publication. The Income Statements were prepared, (i) specifically in contemplation of this Agreement, (ii) following the guidance of the Securities and Exchange Commission (the “SEC”) for preparing full carve-out income statements (but disregarding interest and taxes, as described in Schedule 3.3), (iii) from Mxxxxx Publishing’s consolidated statements of income, and (iv) on the accrual basis in accordance with GAAP. Schedule 3.3 also sets forth a true and complete line item reconciliation of such Income Statements to GAAP and to the requirements for “carve out” financial statements. The Income Statements reflect fees for management and shared services paid to Affiliates and allocations of shared expenses based upon various factors (such as a percentage of circulation, advertising revenue, total revenue, newsprint consumption or employees) deemed by Mxxxxx Publishing as of the Income Statement Date to be appropriate for such expenses, but no attempt has been made to determine what such costs would have been if the Publications had been operated on a stand-alone basis. Subject to the foregoing, the Income Statements fairly present in all material respects the results of operations of the Publications (before interest and taxes) for the periods covered thereby and have been prepared in conformity with Sellers Accounting Practices. The Working Capital History has been prepared in accordance with Sellers Accounting Practices and consistent with past practice. Sellers shall deliver on the Closing Date to Buyer a schedule of the Publications’ outstanding accounts receivable as of the Closing Date. All such accounts receivable have arisen in the ordinary course of business consistent with past practice and represent bona fide indebtedness incurred by the applicable account debtor and have been prope...
Income Statements. Seller shall deliver to Buyer true, complete and accurate copies of (i) Seller's statements of income relating to the VIP Division for the years ended November 30, 1999, 1998 and 1997, and (ii) unaudited interim income statements relating to the VIP Division for the eight month period ending July 31, 2000 (collectively the "INCOME STATEMENTS"). The Income Statements present fairly in all material respects those items contained therein for each such period. Except as provided on SCHEDULE 5.3 hereto, the Income Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods indicated.
Income Statements. Grand Court has delivered to GFB-AS the unaudited income statement for each Partnership for the seven (7) month period ending July 31, 2000 (the "Income Statements"). Such Income Statements were prepared on a cash basis. To the actual knowledge of Grand Court the Income Statements have been prepared on a consistent basis throughout the periods indicated. To the actual knowledge of Grand Court, except as set forth on Schedule 4.1(d), there are no current or pending developments or circumstances, which would have a material adverse effect on the GP Interests or Management Rights, or the transactions to be entered into by Grand Court pursuant to this Agreement.
Income Statements. Attached hereto as Exhibit C are true and ----------------- --------- correct copies of all of the Income Statements. The Income Statements have been prepared in accordance with GAAP on a consistent basis during the related periods from the applicable books and records of the Seller. Each of the Income Statements fairly presents the results of operations of the Seller for the Target Offices for the respective periods set forth therein.
Income Statements. To the best of Seller's knowledge, the income ----------------- statements for January to July 2000 attached as Schedule 3.07 (the "Income ------------- Statements"), fully reflect the costs that are both direct and variable and that are associated with the Business in all material respects. Notwithstanding the foregoing, Purchaser acknowledges and agrees that transmission costs are overstated due, in part, to the fact that the Income Statements do not fully reflect the benefit of the Worldcom credit. Purchaser also acknowledges and agrees that the Income Statements specifically do not accurately reflect the fixed costs associated with the Business.