Balance Sheet and Income Statement. Balance sheets and ---------------------------------- income statements for each of the Companies at and for the years ended December 31, 1993 and December 31, 1994 at and for the nine months ended September 30, 1995 (Schedule 2.3.1(a)) (the "Financials"). -----------------
Balance Sheet and Income Statement. Sellers have previously delivered to Purchaser the audited consolidated balance sheet of the Company and Subsidiary for the period ended June 30, 1996 and the audited consolidated income statement of the Company and Subsidiary for the 297-day period then ended (the "Audited Financial Statements"). Except as set forth in the notes to the Audited Financial Statements or as set forth in Section 3.5(a) of the Disclosure Schedule, the Audited Financial Statements present fairly in all material respects the assets, liabilities and results of operations and financial position of the Company and Subsidiary as of the dates and for the periods indicated, and (including the related notes and schedules thereto) have been prepared in accordance with United States generally accepted accounting principles as consistently applied by the Company and Subsidiary ("GAAP"). Sellers have previously delivered to Purchaser the unaudited consolidated balance sheet of the Company and Subsidiary as of September 30, 1996 (the "Balance Sheet") and the unaudited consolidated income statement of the Company and Subsidiary for the three months then ended (the "Income Statement" and, together with the Balance Sheet, the "Unaudited Financial Statements"). Except as set forth in Section 3.5(b) of the Disclosure Schedule, the Executive Managers each hereby represent and warrant, and the Director Shareholders each hereby represent and warrant to its or his knowledge, that except for the omission of any required notes thereto and for normal year- end adjustments, such Unaudited Financial Statements have been prepared in all material respects in accordance with GAAP.
Balance Sheet and Income Statement. Section 2.5 of the Disclosure Schedule contains the unaudited consolidated Statement of Financial Position of the Company as of October 28, 1995 (such Statement is referred to herein as the "Balance Sheet" and the date of such Balance Sheet is referred to herein as the "Balance Sheet Date") and the unaudited consolidated Statement of Operations of the Company for the 10 months then ended. Except as set forth in Section 2.5 of the Disclosure Schedule, such Balance Sheet and income statement were prepared from, and are in accordance with, the books and records of the Company, fairly present in all material respects the financial position and results of operations of the Company and its Subsidiaries as of the date thereof and for the period then ended and, except for the omission of a cash flow statement and any required footnotes to the Financial Statements and as otherwise set forth therein, have been prepared in accordance with GAAP applied on a basis consistent with the presentation of financial information contained in the Gerber Childrenswear, Inc. Offering Memorandum, dated May 1995. Except as disclosed in Section 2.5 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries has any liabilities or obligations, whether accrued, absolute, contingent or otherwise, other than (i) liabilities and obligations that are reflected, accrued or reserved for in the Balance Sheet, (ii) obligations incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet (none of which is a liability for tort, breach of contract or warranty, infringement or violation of law), (iii) liabilities that arise as a result of a breach of the representations and warranties contained in Section 2.11 hereof and (iv) other liabilities and obligations that are disclosed in the Disclosure Schedule or are otherwise specifically the subject of any other representation or warranty contained in this Article II.
Balance Sheet and Income Statement. Balance sheets and ---------------------------------- statements of profit and loss for the Dialysis Business at and for the years ended December 31, 1993, 1994 and 1995 and at and for the two months ended February 29, 1996 (Schedule 2.3.1(a)) (the "Financials"). -----------------
