Common use of LIABILITIES AND OBLIGATIONS OF THE COMPANY Clause in Contracts

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.

Appears in 2 contracts

Samples: Series D Convertible Preferred Stock Purchase Agreement (Simione Central Holdings Inc), Series D Convertible Preferred Stock Purchase Agreement (Reed John E)

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LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 2.8 5.8 are true, correct and complete copies of the Company's unaudited balance sheets as of December 31, 1998 1997 and December 31, 19991998, and unaudited balance sheet as of March 31, 20001999, and the related statements of income, stockholders' equity and cash flows for the years and three months then ended, together (together, except in the case of the financial statements dated March 31, 2000) 1999, with the reports of independent public accountants Xxxxx Xxxxxxxx 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mestek Inc)

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LIABILITIES AND OBLIGATIONS OF THE COMPANY. (a) Attached hereto as Schedule 2.8 5.8 are true, correct and complete copies of the Company's unaudited balance sheets as of December 31, 1998 1997 and December 31, 19991998, and unaudited balance sheet as of March 31June 30, 20001999, and the related statements of income, stockholders' equity and cash flows for the years and three six months then ended, together (together, except in the case of the financial statements dated March 31June 30, 2000) 1999, with the reports of independent public accountants thereon Granx Xxxxxxxx xxxreon (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.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Investment Agreement (MCS Inc)

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