The Company Financial Statements Sample Clauses

The Company Financial Statements. (i) have been prepared from the books and records of the Company and its Subsidiaries; (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered, except as noted in the Company Financial Statements (except that unaudited Company Financial Statements omit notes thereto); and (iii) present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries at such dates and the consolidated results of their operations for the fiscal periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein which will not, individually or in the aggregate, be material in amount).

The Company Financial Statements. (a) Section 4.7(a) of the Company Disclosure Schedule contains: (i) the Company’s audited consolidated balance sheet as of December 31, 2004 (the “Audit Date”) and the related audited consolidated statements of operations, consolidated statements of convertible preferred stock and shareholders’ deficit and consolidated statements of cash flows for the year ended December 31, 2004, together with all related notes and schedules (collectively the “2004 Financial Statements”) and (ii) the Company’s unaudited consolidated balance sheet as of September 30, 2005 (the “Balance Sheet Date”) and the unaudited consolidated statements of operations, convertible preferred stock and shareholders deficit and cash flows for the nine months ended September 30, 2004 and 2005 (the “Interim Financial Statements” and, together with the 2004 Financial Statements, the “Financial Statements”). The Financial Statements fairly present, and the Update Financials will fairly present, the consolidated financial position of the Company and its Subsidiaries and the results of operations and cash flows of the business of the Company and its Subsidiaries as of the dates thereof and for the periods set forth therein in all material respects, except as otherwise noted therein (subject, in the case of unaudited statements, to notes and normal, recurring year-end adjustments that are not expected to be material in effect either individually or in the aggregate). The Financial Statements have been prepared, and the Update Financials will be prepared, in each case, in accordance with GAAP consistently applied during the periods involved, except as may be noted therein (subject, in the case of unaudited statements, to notes and normal, recurring year-end audit adjustments that are not expected to be material in effect). There are no off-balance sheet structures or transactions with respect to the Company or any of its Subsidiaries. (b) The Company has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal controls that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data and has identified for the Company’s auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees w...

The Company Financial Statements. The consolidated financial statements of the Company for the fiscal years ended December 31, 1993 and December 31, 1994 have been prepared and audited in accordance with GAAP (the "Audited Financial Statements") and the consolidated financial statements of the Company for year ended December 31, 1995 (the "Unaudited Financial Statements") (collectively, the Audited Financial Statements and the Unaudited Financial Statements being referred to as the "Company Financial Statements") have been prepared in accordance with GAAP and fairly present the financial position of the Company in accordance with GAAP as at the dates thereof; provided, however, that the Unaudited Financial Statements do not contain the footnote disclosures required by GAAP.

The Company Financial Statements. Shareholders have delivered to Acquirer in Item 3.6(a) of the Shareholder Disclosure Letter the Company's audited two-year comparative balance sheet as of the date of its most recent fiscal year end (respectively, the "Company Balance Sheet" and the "Balance Sheet Date") and unaudited balance sheet as of December 31st , 2003 and the Company's audited income statements for the last two fiscal years and unaudited income statement for the period since its most recent fiscal year end to November 30, 2003 (collectively, the "Company Financial Statements"). Except as provided in Item 3.6(b) of the Shareholder Disclosure Letter, the Company Financial Statements (a) are in accordance with the books and records of the Company, and (b) fairly and accurately represent the financial condition of the Company at the respective dates specified therein and the results of operations for the respective periods specified therein. Except as disclosed in Item 3.6 of the Shareholder Disclosure Letter, the Company has no debt, liability or obligation of any nature, whether accrued, absolute or contingent, and whether due or to become due, that would be required under generally accepted accounting principles ("GAAP") to be reflected on the liabilities column of a balance sheet, prepared as of the date hereof in accordance with GAAP and is not reflected, reserved against or disclosed in the Company Financial Statements, except for those that may have been incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice ("Ordinary Course").

The Company Financial Statements. Attached as Schedule 2.07 are the (i) audited balance sheet as of December 31, 2002, 2003 and 2004, and the Profit and Loss Statement for the Company for the years ended December 31, 2002, 2003 and 2004 and (ii) the unaudited balance sheet as of June 30, 2005 and the consolidated Profit and Loss Statement for the Company for the three months ending June 30, 2005 (collectively, the "Financials"). The Financials are true, correct and accurate and have been based upon the information contained in the books and records of the Company and have been prepared in accordance with GAAP except that the June 30, 2005 Financials do not have notes thereto and may be subject to normal and recurring year end adjustments consistently applied throughout the periods covered thereby. The Financials present fairly the financial condition, operating results and cash flows of the Company (and their predecessors) as of the dates and during the periods indicated therein. The Company's unaudited balance sheet as of June 30, 2005 is referred to hereinafter as the "Current Balance Sheet." The Company maintains and will continue, prior to the Effective Time, to maintain a standard system of accounting established and administered in accordance with GAAP. The Parent, Subsidiary, and the Company acknowledge that the Financials do not reflect receivables owed to the Company by I-55 Telecommunications, L.L.C. and that the representations of this paragraph are limited by this acknowledgement.

The Company Financial Statements. Shareholder has delivered to Acquirer in Item 3.6(a) the Company's audited two-year comparative balance sheet as of the date of its most recent fiscal year end (respectively, the "Company Balance Sheet" and the "Balance Sheet Date") and unaudited balance sheet as of June 30, 2003 and the Company's audited income statements for the last two fiscal years and unaudited income statement for the period since its most recent fiscal year end to June 30, 2003. The Company Financial Statements (a) are in accordance with the books and records of the Company, and (b) fairly and accurately represent the financial condition of the Company at the respective dates specified therein and the results of operations for the respective periods specified therein. The Company has no debt, liability or obligation of any nature, whether accrued, absolute or contingent, and whether due or to become due, that would be required under generally accepted accounting principles ("GAAP") to be reflected on the liabilities column of a balance sheet, prepared as of the date hereof in accordance with GAAP and is not reflected, reserved against or disclosed in the Company Financial Statements, except for those that may have been incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice ("Ordinary Course").

The Company Financial Statements. The Company has furnished to the Lender the unaudited consolidated balance sheet as at December 31, 2008 and consolidated statement of operations and statement of cash flows of the Company and its Subsidiaries for the fiscal year then ended, and the unaudited consolidated balance sheet as at June 30, 2009 and the unaudited consolidated statement of operations of the Company and its Subsidiaries for the six months then ended (collectively, the “Company Financial Statements”). Except as set forth on the balance sheet dated June 30, 2009, as at June 30, 2009, the Company and its Subsidiaries has no other material assets and has incurred no other material liabilities, debts or obligations, whether fixed, contingent or otherwise required to be set forth on a balance sheet prepared in accordance with GAAP. The books of account and other financial records of the Company are in all respects complete and correct in all material respects and are maintained in accordance with good business and accounting practices.

The Company Financial Statements. The Financial Statements were prepared in accordance with GAAP, consistently applied (except (i) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of the Company’s independent auditors, or (ii) that unaudited interim consolidated financial statements are subject to normal period-end adjustments and they may omit notes which are not required by applicable Laws and GAAP in the unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Company and its subsidiaries as of the dates thereof and for the periods indicated therein and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of the Company and its subsidiaries on a consolidated basis. There has been no material change in the Company’s accounting policies, except as described in the notes to Financial Statements, since September 30, 2010. Except as disclosed in Section 4.10 to the Disclosure Letter, since June 30, 2007, neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any of its or its subsidiaries’ Representatives has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Board of Directors.

The Company Financial Statements. (A) were prepared in accordance with IFRS consistently applied (except (1) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of the Company's independent auditors, or (2) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by Law in the unaudited statements) and Law; (B) fairly present, in all material respects, the assets, liabilities (whether accrued, absolute, contentment or otherwise), consolidated financial position, results of operations or financial performance and cash flows of the Company and its Subsidiaries as of their respective dates and the consolidated financial position, results of operations or financial performance and cash flows of the Company and its Subsidiaries for the respective periods covered by such financial statements; and (C) reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of the Company on a consolidated basis.

The Company Financial Statements. Prior to the Closing, the Company shall deliver to TheMaven unaudited financial statements for the most-recently ended fiscal quarter of the Company that has ended at least thirty (30) days prior to the Closing Date (the “Stub Period Financial Statements”).