SELLER'S FINANCIAL INFORMATION. The agreement between the parties evidenced by this Agreement has been reached based on financial information about Seller, the Assets and the Business as of September 30, 1996, all provided to PSC by Seller. The unaudited Balance Sheet of Seller as of December 31, 1996 ("Balance Sheet Date"), is attached hereto as Exhibit 1.6 and is hereinafter referred to as the "Balance Sheet".
SELLER'S FINANCIAL INFORMATION. Seller has heretofore furnished PSC and Parent with copies of financial information about Seller as set forth on Exhibit 2.5 attached hereto, including, but not limited to, the Balance Sheet. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated, reflect all liabilities of Seller as of their respective dates, and present fairly the financial position of Seller as of such dates and the results of operations and cash flows for the period or periods reflected therein.
SELLER'S FINANCIAL INFORMATION. Upon request by Xxxxx, Seller shall promptly deliver to Buyer the following financial and other information: (i) Upon receipt of an Order, Seller’s financial statements for the two most recently ended fiscal years (audited, if available);
SELLER'S FINANCIAL INFORMATION. Seller has heretofore furnished PRG Sub with copies of financial information ("Financial Statements") about Seller, including the unaudited Balance Sheet ("Balance Sheet") as of December 31, 1995 ("Balance Sheet Date"). All such financial statements have been prepared in accordance with g e n erally accepted accounting principles consistently followed throughout the periods indicated, reflect all liabilities of Seller, including all contingent liabilities of Seller as of their respective dates, and present fairly the financial position of Seller as of such dates and the results of operations and cash flows for the period or periods reflected therein.
SELLER'S FINANCIAL INFORMATION. If SCE is required to consolidate the Seller’s financial statements with SCE’s financial statements for financial accounting purposes under Financial Accounting Standard Boards Interpretation No. 46(R), “Consolidation of Variable Interest Entities” or future guidance issued by accounting profession governance bodies or the United States Securities and Exchange Commission that affects SCE accounting treatment for this Agreement, or in the event the Parties acting in good faith cannot agree on whether consolidation is required, the Parties agree to the following provisions for such period:
SELLER'S FINANCIAL INFORMATION. Seller has heretofore furnished ------------------------------ Purchaser with copies of financial information ("Financial Statements") about the Division as of and for the periods ended July 31, 1996 (the "Balance Sheet Date") as set forth on Exhibit 3.6 attached hereto, including the unaudited ----------- Balance Sheet ("Balance Sheet") as of the Balance Sheet Date. All such financial statements have been prepared in accordance with GAAP consistently followed throughout the periods indicated, reflect all liabilities of Seller, including all contingent liabilities of Seller as of their respective dates, and present fairly the financial position of Seller as of such dates and the results of operations and cash flows for the period or periods reflected therein.
SELLER'S FINANCIAL INFORMATION. Seller has attached as SCHEDULE 2.6 Seller's financial statements (balance sheet, income statement and statement of cash flows), at and for the fiscal year ending December 31, 2001, and unaudited financial statements (balance sheet, income statement and statement of cash flows) at and for the period ending August 30, 2002 (with the immediately foregoing date being the "Financials Date") for Seller (the "Financial Statements"), along with the divisional income statement for the calendar year period ending August 30, 2002 for Mentergy (the ("Mentergy Divisional Income Statement"). The information contained in the Financial Statements, including the notes thereto, for the periods reflected therein, have been prepared in accordance with generally accepted accounting principles, consistently applied. The Financial Statements, in all material respects: (i) truly and accurately reflect the results of the operations; (ii) fairly and accurately present the financial position of Seller inclusive of the LearnLinc division as of the dates indicated therein; and, (iii) are in accordance with the books and records of Seller which have been properly maintained and are complete and correct in all respects. To the knowledge of Seller, the Mentergy Divisional Income Statement is a true and correct and materially accurate report of the estimated breakout of income and expenses between divisions of Mentergy (including the LearnLinc Business) for the interim period specified in accordance with the books and records of Seller. Seller will provide to Purchaser, at Seller's expense, within fifty (50) days of the Closing Date audited financial statements for the LearnLinc Business for the prior two twelve month periods and the year to date period ending September 30, 2002 (including a balance sheet, income statement and statement of cash flows), and such other documents reasonably requested by Purchaser (with such request for other documents being delivered to Seller within ten (10) days of the Closing Date) which will enable and are to be used by Purchaser to file Form 8-K reflecting the transaction between Seller and Purchaser. Seller will be responsible for the retention of a CPA firm which is capable of providing such audited financial statements and will be responsible for the expense associated with the audit of the LearnLinc Business. Upon tender of the audit papers and consent, Purchaser will reimburse Seller the greater of one-half of the costs incurred or $25,000.
SELLER'S FINANCIAL INFORMATION. (a) Seller has prior to the Execution Date furnished PSC and Parent with copies of financial information about Seller as set forth on Exhibit 2.5, including, but not limited to, the Balance Sheet and the Seller's unaudited cash basis financial statement for the fiscal years ending August 31, 1997, August 31, 1996, and August 31, 1995. All such financial statements have been prepared on the cash basis of accounting consistently followed throughout the periods indicated, reflect all debt of Seller as of their respective dates, and present fairly the cash basis financial position of Seller as of such dates and the results of operations for the period or periods reflected therein.
SELLER'S FINANCIAL INFORMATION. Attached hereto as SCHEDULE 2.6 are Seller's unaudited financial statements at and for the fiscal year ending December 31, 2001 and unaudited financial statements at and for the period ending May 31, 2002 (May 31, 2002 being referred to herein as the "Financials Date") reflecting the results of the operations and financial condition of Seller at and for the periods then ended which have been prepared in accordance with generally accepted accounting principles, consistently applied (the "Financial Statements"). The Financial Statements: (i) fairly and accurately present the financial position of Seller as of the dates indicated and present the results of Seller's operations for the periods then ended; and (ii) 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'S FINANCIAL INFORMATION. Seller has heretofore furnished ------------------------------ BMC with copies of financial information about the Businesses as set forth on Exhibit 5 attached hereto, including, but not limited to, the Balance Sheets. To the best of Seller's knowledge, all such financial statements have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated, reflect all known material liabilities affecting Businesses or its assets, including all material consolidated contingent liabilities of Seller, regarding the Businesses, as of their respective dates. Such financial statements present fairly the financial position of Businesses as of such dates and the consolidated results of operations and cash flows for the period or periods reflected therein.
