LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 2.8 are true, correct and complete copies of the Company's balance sheets as of December 31, 1998 and December 31, 1999, and unaudited balance sheet as of March 31, 2000, and the related statements of income, stockholders' equity and cash flows for the years and three months then ended, together (except in the case of the financial statements dated March 31, 2000) with the reports of independent public accountants thereon (collectively, the "Company Financial Statements"). The Company Financial Statements are complete, have been prepared in accordance with United States generally accepted accounting principles, consistently applied, fairly present in all material respects the financial condition of the Company as of the respective dates thereof, and disclose all liabilities of the Company, whether absolute, contingent, accrued or otherwise, existing as of the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, and except for liabilities that, individually or in the aggregate, would not have a Material Adverse Effect; provided, however, that the interim financial statements are subject to normal year-end adjustments which are not expected to be material in amount.
LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached as SCHEDULE 2.5 are true, correct and complete copies of the Company's unaudited balance sheets as of 31 December 1995 and 1996 and audited balance sheet as of 31 December 1997 and the related statements of operations and cash flows for the fiscal years ending on 31 December 1995, 1996 and 1997 (the "Financial Statements"). Also attached as SCHEDULE 2.5 are true, correct and complete copies of the Company's unaudited balance sheet as of 30 April 1998 and the related unaudited statement of operations for the four-month period then ended (the "Interim Financial Statements"). Except as specifically described in SCHEDULE 2.5, the Financial Statements and the Interim Financial Statements are complete to the extent required by generally accepted accounting principles, have been prepared in accordance with generally accepted accounting principles (except that the Interim Financial Statements do not contain cash flows, any notes thereto and are subject to normal recurring year-end adjustments, which if made on the date hereof would not, individually or in the aggregate, have a material adverse effect on the Company). Subject to the foregoing sentence, the Financial Statements and the Interim Financial Statements fairly present in accordance with generally accepted accounting principles the Company's financial condition of the Company and the results of its operations and changes in financial position as of the dates and for the periods reflected therein.
LIABILITIES AND OBLIGATIONS OF THE COMPANY. The consolidated balance sheets of the Company and its Subsidiaries as at December 31, 1995 and December 31, 1996 and the related profit and loss account and related cash flows for the respective years and periods then ended, including the notes thereto and the reports thereon of Price Waterhouse, chartered accountants (the "1995/1996 ACCOUNTS") and the Company's unaudited consolidated balance sheet and related consolidated profit and loss account and cash flows for the six-month period ended June 30, 1997 (the "JUNE 1997 ACCOUNTS" and, collectively with the 1995/1996 Accounts, the -12- "COMPANY FINANCIAL STATEMENTS"), are attached hereto as SCHEDULE 2.05(a)(i). The Company Financial Statements present fairly the consolidated financial position and the results of operations of the Company and its Subsidiaries as of the dates and for the periods indicated on the Company Financial Statements, in each case in conformity with generally accepted accounting principles in the United Kingdom ("GAAP"), consistently applied during such periods. The Company and its Subsidiaries did not have any material liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) except (1) as disclosed, reflected or reserved against in the balance sheet dated as of June 30, 1997 (the "BASE BALANCE SHEET") included in the Company Financial Statements and the notes thereto and (2) for liabilities set forth on SCHEDULE 2.05(a)(ii). The Company has complied in all respects with the accounts and audit requirements of the UK Companies Xxx 0000 and is fully up-to-date with all its accounts and other statutory filing obligations at Companies House.
LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 5.8 are true, correct and complete copies of (i) the Company's audited balance sheets as of December 31, 1997 and December 31, 1998, audited statements of income, stockholders' equity and cash flows for the years then ended, with the reports of Ernst & Young LLP thereon and (ii) an unaudited balance sheet as of May 31, 1999, and the related unaudited statements of income, stockholders' equity and cash flows for the five months then ended, (collectively, the "Company Financial Statements"). The Company Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, fairly present in all material respects the financial condition of the Company as of the respective dates thereof, and disclose all liabilities of the Company, whether absolute, contingent, accrued or otherwise, existing as of the date thereof that are of a nature required to be reflected in financial statements prepared in accordance with generally accepted accounting principles, except for liabilities that, individually or in the aggregate, would not have a Company Material Adverse Effect; provided, however, that the interim financial statements do not include footnotes and are subject to normal year-end adjustments.
LIABILITIES AND OBLIGATIONS OF THE COMPANY. (i) Since December 31, 2002, the Company has timely filed with the SEC all forms, reports, schedules, statements, and other documents required to be filed by it with the SEC (collectively, the "COMPANY SEC DOCUMENTS") pursuant to the Exchange Act, the Securities Act, and the SEC's rules and regulations thereunder. The Company has furnished, or otherwise made available, the Company SEC Documents to Kona. No Subsidiary of the Company is required to file any forms, reports, schedules, statements, or other document with the SEC. As of their respective dates, each of the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and none of the Company SEC Documents at the time it was filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
LIABILITIES AND OBLIGATIONS OF THE COMPANY. Attached hereto as Exhibit ------------------------------------------ ------- 4.5. are true, correct and complete copies of the Company's unaudited balance ---- sheet and the related statements of earnings and retained earnings and cash flows for the Company's fiscal years ended December 31, 1997, 1998 and 1999 (collectively, the "Unaudited Financial Statements"), and its unaudited balance sheet as of June 30, 2000 and the related statements of earnings and retained earnings for the six-month period then ended (collectively, the "Interim Financial Statements", and together with the Unaudited Financial Statements, the "Financial Statements"). The Financial Statements are complete, fairly present the financial condition and results of operations of the Company as of the dates and for the periods thereof on a cash basis.
LIABILITIES AND OBLIGATIONS OF THE COMPANY. The Company will have on the Closing Date no debts, liabilities, contracts, commitments or other obligations, direct or indirect, absolute or contingent, determined or undetermined, known or unknown, which are not reflected, described or disclosed in (i) the June 30, 2000 financial statements referred to in Section 2.9 hereof or (ii) any of the Schedules attached hereto, except those arising in the ordinary course of Business after June 30, 2000 which are not and will not be of a material nature, or individually in excess of $10,000, are not and will not be in violation of any representation, warranty or covenant contained in this Agreement, and are not and will not have an adverse effect upon the operations, financial position, prospects or properties of the Company or the Business.
LIABILITIES AND OBLIGATIONS OF THE COMPANY. Except as set forth in Schedule 2.20 hereto, on the date of the Closing, (a) the Company will have no debts, liabilities, contracts, commitments or other obligations, direct or indirect, absolute or contingent, determined or undetermined, which are not reflected, described or disclosed in (i) the Financial Statements or (ii) the Schedules hereto (the "Disclosure Schedules"), except those arising in the ordinary course of business after the date of the December Balance Sheet to the date of Closing and which will not be of a material nature or amount, will not be in violation of any representation, warranty or covenant contained in this Agreement and will not have or reasonably be expected to have a material adverse effect upon the business, operations, financial position, prospects, properties or assets of the Company; and (b) the Company shall have no long-term indebtedness, notes payable to banks or notes payable to others.
LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached as SCHEDULE 2.5 are true, correct and complete copies of the Company's audited balance sheets as of 31 December 1996 and 1997 and the related statements of operations and cash flows for the fiscal years ending on 31 December 1996 and 1997 (the "Financial Statements"). Also attached as SCHEDULE 2.5 are true, correct and complete copies of the Company's unaudited balance sheet as of 28 February 1998 and the related unaudited statement of operations for the two-month period then ended (the "Interim Financial Statements"). Except as specifically described in SCHEDULE 2.5, the Financial Statements and the Interim Financial Statements are complete to the extent required by generally accepted accounting principles, have been prepared in accordance with generally accepted accounting principles (except that the Interim Financial Statements do not contain cash flows, any notes thereto and are subject to normal recurring year-end adjustments, which if made on the date hereof would not, individually or in the aggregate, have a material adverse effect on the Company). Subject to the foregoing sentence, the Financial Statements and the Interim Financial Statements fairly present in accordance with generally accepted accounting principles the Company's financial condition of the Company and the results of its operations and changes in financial position as of the dates and for the periods reflected therein. (b) Effective following Closing, the Company will have no indebtedness for borrowed money after giving effect to the payments reflected on Section (ix) of SCHEDULE 2.11(A). Except as described in SCHEDULE 2.5, the Company has no liability or obligation related to its assets or business (whether accrued, absolute, contingent or otherwise), except for (i) the liabilities and obligations of the Company that are disclosed or reserved against in the Interim Financial Statements, to the extent and in the amounts so disclosed or reserved against, (ii) liabilities that were incurred or accrued in the ordinary course of the Company's business since the date of the Interim Financial Statements, (iii) the liabilities and obligations of the Company under the Material Agreements (as that term is defined in Section 2.11), and (iv) those nonmaterial liabilities and obligations of the Company under contracts and agreements of the Company that are not Material Agreements.
LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached as SCHEDULE 2.5 are true, correct and complete copies of the Company's unaudited balance sheets as of 31 December 1994, 1995 and 1996 and the related statements of operations and cash flows for the fiscal years ending on 31 December 1994, 1995 and 1996 (the "Financial Statements"). Also attached as SCHEDULE 2.5 are true, correct and complete copies of the Company's unaudited balance sheet as of 31 July 1997 and the related unaudited statement of operations and cash flows for the four-month period then ended (the "Interim Financial Statements"). Except as specifically described in SCHEDULE 2.5, the Financial Statements and the Interim Financial Statements fairly present the Company's current operations and financial condition as of the dates thereof.
