Seller Financial Statements. Attached hereto as Schedule 5.10 are (i) the consolidated balance sheet of Seller as of December 31, 1997, and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively, the "Seller Financial Statements"); and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28, 1998 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two (2) month period ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." Seller Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.
Seller Financial Statements. Upon the request of Buyer, Seller shall make available to Buyer's third party accountants, Seller's audited financial statements for the 1997 calendar year.
Seller Financial Statements. Seller shall have delivered to Buyer the Seller Financial Statements and shall have prepared and delivered to Buyer or Buyer’s independent auditors all financial information specified in Section 5.12.
Seller Financial Statements. The Seller shall use its reasonable best efforts to cause a “Big 4” accounting firm, or an affiliate thereof, engaged by the Seller, to prepare and deliver to the Purchaser by February 15, 2009 or in any event as soon as practicable thereafter, any financial statements of the Companies, the Subsidiaries, the Group Companies, including any Business Assets transferred to the Companies, the Subsidiaries and the Group Companies pursuant to this Agreement or any other financial information necessary to complete the Registration Statement.
Seller Financial Statements. (a) Attached hereto as Exhibit B are Financial Statements, including Income Statements of Seller for the 12 months ended December 31, 2010 and December 31, 2011, and for the six months ended June 30, 2011 and June 30, 2012, as well as combined Balance Sheets of Seller and six of its Affiliates as of December 31, 2010 and December 31, 2011, and as of June 30, 2011 and June 30, 2012 (the “Financial Statements”). The Financial Statements (i) are materially correct and complete, (ii) have been prepared in accordance with GAAP on a consistent basis, and (iii) fairly present the results of operations of the Cinema for the periods then ended in accordance with GAAP. Seller has no money due and owing to any film distributor in connection with the Cinema except for money owing in the normal course of business for which an amount is not ascertainable to pay or which is not yet delinquent but will be paid when due but in all events at or prior to Closing.
Seller Financial Statements. (a) Attached hereto as Schedule 2.05(a) are ---------------- copies of the following documents: (i) Seller's audited balance sheet, income statement, statement of changes in shareholders' equity and cash flow as of or for the year ended December 31, 1996; and (ii) Seller's unaudited balance sheet, income statement, statement of changes in shareholders' equity and cash flow as of or for the three months ended March 31, 1997;
Seller Financial Statements. The consolidated balance sheets of Seller and its Subsidiaries as of December 31, 1995, 1994 and 1993 and related consolidated statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 1995, together with the notes thereto, audited by KPMG Peat Marwick LLP and included in an annual report on Form 10-K (in- cluding amendments thereto) as filed with the Securities and Exchange Commission (the "SEC"), and the unaudited consolidated balance sheets of Seller and its Subsidiaries as of March 31, June 30, and September 30, 1996 and the related unaudited con- solidated statements of income and cash flows for the periods then ended, together with the notes thereto, included in quar- terly reports on Form 10-Q (including amendments thereto) (each a "Seller Form 10-Q") as filed with the SEC (collectively, the "Seller Financial Statements"), except as set forth on Schedule 2.05, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP"), present fairly the consolidated financial position of Seller and its Subsidiaries at the dates and the consolidated results of operations, cash flows and changes in stockholders' equity of Seller and its Subsidiaries for the periods stated therein and are derived from the books and records of Seller and its Subsidiaries, which are complete and accurate in all material respects and have been maintained in all material respects in accordance with applicable laws and regulations. Except as set forth on Schedule 2.05, neither Seller nor any of its Subsid- iaries has any material contingent liabilities that are not reflected in the Seller Reports (defined below) or disclosed in the financial statements described above.
Seller Financial Statements. Seller agrees that from and after the date of this Agreement it shall, at Buyer's cost and expense (i) use its commercially reasonable efforts to make promptly available to Buyer, upon Buyer's request, such financial statements, financial statement schedules and other financial information relating to the System and the Business, in form and substance reasonably satisfactory to Seller and Buyer, which Buyer may be required to include in any registration statement, report or other document which Buyer may file with the SEC or any applicable state securities commission, and shall direct KPMG Peat Marwick to cooperate in connection therewith and (ii) use its commercially reasonable efforts to obtain promptly for Buyer, upon Buyer's request, any consent, report, opinion or letter of KPMG Peat Marwick, in form and substance reasonably satisfactory to Seller and Buyer, required to be filed by Buyer under applicable regulations of the SEC or any applicable state securities commission in connection therewith.
Seller Financial Statements. Attached hereto as SCHEDULE 3.4 are unaudited consolidating balance sheets as of June 30, 2003 (collectively, the "Seller Financial Statements") for each Seller. The Seller Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. The Stockholder represents and warrants that the Seller Financial Statements fairly present the financial condition and the results of operation of each Seller and that there are no assets of the Sellers that are not included in the Seller Financial Statements, except for assets of any Seller that are not required by GAAP to be included in the Seller Financial Statements.
Seller Financial Statements. (a) Promptly following October 31, 1997 and any other month end between the date hereof and the Closing Date, Seller shall promptly arrange for delivery to Buyer of the unaudited monthly financial statements of Seller prepared in the ordinary course of business consistent with past practices (the "Interim Statements").
