SES Financial Statements definition
Examples of SES Financial Statements in a sentence
SES Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied ("GAAP") and, in all material respects, (a) are in accordance with the books and records of SES and its Subsidiaries and (b) fairly and accurately represent the financial condition of SES and its Subsidiaries at the respective dates specified therein and the results of operations for the respective periods specified therein.
Except as set forth in SCHEDULE 4.7, neither SES nor any Subsidiary has material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected or disclosed in SES Financial Statements, except for those that may have been incurred after the issuance of the unaudited consolidated balance sheet of SES on December 31, 2000 (the "BALANCE SHEET DATE") in the ordinary course of its business.
No SES Company is a party to any agreement providing for the allocation or sharing of Taxes with any entity other than agreements the consequences of which are fully and adequately reserved for in the SES Financial Statements.
Each of SES and the Subsidiaries has good and valid title to all of its assets as shown on the balance sheet as of the Balance Sheet Date included in SES Financial Statements (collectively, the "SES ASSETS"), free and clear of all Liens (as defined below) (other than for Permitted Liens (as defined below)), other than such material assets set forth on SCHEDULE 4.9 as were sold in the ordinary course of business since the Balance Sheet Date or which are subject to capitalized leases.
Except as disclosed in SCHEDULE 4.27, the accounts receivable set forth in the SES Financial Statements, those accounts receivable included in the Assets, and those accounts receivable accruing through the Closing Date represent valid and bona fide sales to third parties incurred in the ordinary course of business, subject to no defenses, set-offs or counterclaims other than those resulting from applicable insolvency laws.
No product liability, warranty or similar actions, suits or proceedings have been asserted against SES or any Subsidiary since the Balance Sheet Date other than as set forth in SES Financial Statements.
The SES Financial Statements reflect all material transactions of the business of SES and the Subsidiaries during the periods covered thereby consistent with the basis of accounting historically used by SES and its Subsidiaries, and all documentation that is necessary to support such transactions has been made, and after the Closing will be, available to IVG.
IVG shall have received a favorable report from its auditors concerning the most recent SES Financial Statements and accounting records, as well as the absence of material absolute or contingent liabilities except as reflected therein.