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. “(a) All financial statements of the Company provided by the Company or its Representatives for inclusion in the GWG Reports, including the definitive Information Statement (the “Company Financial Statements”), to the extent the same shall be required under the applicable rules and regulations of the SEC in the absence of any waiver relating thereto, shall be prepared in accordance with GAAP and comply with the SEC requirements for such SEC Report, shall fairly present (subject, in the case of the unaudited interim financial statements included therein, to normal year-end adjustments the impact of which is not material and the absence of complete footnotes) in all material respects the financial position of the Company as of the respective dates thereof and the results of its operations and cash flows for the respective periods then ended, and shall be provided to GWG as soon as practicable after the date hereof; provided that, in the event such Company Financial Statements to be included in the definitive Information Statement or the Opening Balance Sheet (as defined below) are not delivered to GWG on or before October 31, 2018, an amount equal to $50,000 per calendar day shall accrue commencing November 1, 2018 and be payable by the Company to GWG in cash upon demand by wire transfer of immediately available funds to an account designated in writing by GWG until such Company Financial Statements or Opening Balance Sheet have been delivered. The Company agrees that the actual damages likely to result from the failure of the Company to provide such Company Financial Statements or Opening Balance Sheet are difficult to estimate as of the date of this Agreement and would be difficult for GWG to prove. Accordingly, such amounts shall be deemed liquidated damages for any such failure to compensate GWG for such failure and not a penalty and shall be nonrefundable by GWG.
The Company Financial Statements. The consolidated financial statements of the Company for the fiscal years ended September 30, 1995 and September 30, 1996 and the six (6) month period ended March 31, 1997 (the "Company Financial Statements") have been prepared in accordance with GAAP and fairly present, in all material respects, the financial position of the Company in accordance with GAAP as at the dates thereof.
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. 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’s (i) audited financial statements for the years ended December 31, 2017 and 2016 (the “Audited Financial Statements”) and (ii) the Stub Period Financial Statements (collectively with the Audited Financial Statements, the “Company Financial Statements”), in each case of (i) and (ii), if and when delivered pursuant to Section 6.10, will be complete and correct in all material respects, will be consistent with the books and records of the Company Group, will present fairly in all material respects the assets, liabilities, financial condition and results of operations of the Company Group, as at the dates and for the periods indicated therein, will have been prepared in accordance with GAAP (in the case of the Stub Period Financial Statements, subject to normal and recurring year-end adjustments, the effect of which would not be expected to have a Materially Adverse Effect, and the absence of notes) and will have been prepared in good faith by the Company’s management from the books and records of the Company Group. The books and records of the Company Group used in the preparation of the Company Financial Statements are true and complete and all books and records of the Company Group have been, and are being, maintained in all material respects in accordance with applicable Legal Requirements and accounting requirements and the Company Financial Statements are consistent with such books and records.
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”).
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.
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).
