Buyer Financial Statements. Buyer has delivered to Seller its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year ended December 31, 2016, and its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 (collectively, the “Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv), have been prepared in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, all indebtedness of the Buyer is set forth in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”), and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedn...
Buyer Financial Statements. Buyer shall have delivered to Seller the Buyer Financial Statements and shall have prepared and delivered to Seller or Seller’s independent auditors all financial statements and information necessary for inclusion in the audited combined financial statements, referenced in Sections 5.13 and 6.1(d), for the combined operations of Buyer and Seller as may be required to be filed with the SEC as an Exhibit to Form 8-K not later than four (4) days following the Closing Date.
Buyer Financial Statements. Buyer’s financial statements supplied to Seller, together with the notes thereto, are complete and correct in all material respects and present fairly in all material respects the financial position and the results of operations of Buyer as of the dates and for the periods therein indicated, and all such statements have been prepared and conformed with accounting principles generally applied on a consistent basis throughout the periods involved. Since the last date of such financial statements, there has not been any material adverse effect on the business, assets, liabilities (actual or contingent), earnings, financial or other conditions or other operations of Buyer.
Buyer Financial Statements. The supplemental consolidated and parent company only balance sheets of Buyer and its Subsidiaries as of December 31, 1995, 1994 and 1993 and related supplemental consolidated and parent company only statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 1995, together with the notes thereto, au- dited by KPMG Peat Marwick ("Buyer Auditors") and included in Buyer's current report on Form 8-K dated May 31, 1995 as filed with the SEC, and the unaudited consolidated balance sheets of Buyer and its Subsidiaries as of March 31, June 30, and Septem- ber 30, 1996 and the related unaudited consolidated statements of income and cash flows for the periods then ended included in quarterly reports on Form 10-Q (including amendments thereto) as filed with the SEC (collectively, the "Buyer Financial Statements"), have been prepared in accordance with GAAP, present fairly the consolidated financial position of Buyer and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its Subsidiaries for the periods stated therein and are derived from the books and records of Buyer and its Subsid- iaries, which are complete and accurate in all material re- spects and have been maintained in all material respects in accordance with applicable laws and regulations. Neither Buyer nor any of its Subsidiaries has any material contingent li- abilities that are not reflected in the Buyer Reports (defined below) or disclosed in the financial statements described above.
Buyer Financial Statements. The consolidated balance sheets of -------------------------- Buyer and its Subsidiaries as of December 31, 1996, 1995 and 1994 and related consolidated statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 1996, together with the notes thereto, audited by Deloitte & Touche LLP ("Buyer Auditors") and included in an annual report on Form 10-K as filed with the SEC (the "Buyer Financial Statements"), except as set forth on Schedule 3.05 have been prepared in accordance with GAAP, present fairly the consolidated financial position of Buyer and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its Subsidiaries for the periods stated therein and are derived from the books and records of Buyer and its Subsidiaries, which are complete and accurate in all material respects and have been maintained in all material respects in accordance with applicable laws and regulations. Except as set forth on Schedule 3.05 neither Buyer nor any of its Subsidiaries has any material contingent li abilities that are not reflected in the Buyer Reports (defined below) or disclosed in the financial statements described above.
Buyer Financial Statements. Each of the consolidated financial statements of Buyer for the fiscal year ended December 31, 1998 (the "1998 Financials"), audited by Richard A. Eisner & Company, XXX, xxx xxxxxxted financial statements for the nine month period ended September 30, 1999, including, in each case, any related notes thereto, delivered by Buyer to Seller (the "Buyer Financials"), including any financial statements of Buyer prepared after the date hereof and prior to the Closing, was and shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Buyer as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements as included in the Buyer Financials do not contain all the footnotes that would be required for the 1998 Financials and were or are subject to normal year-end adjustments which were not, or are not expected to be, material in amount. The unaudited balance sheet of Buyer as of September 30, 1999 is hereinafter referred to as the "Buyer Balance Sheet." Except as disclosed in the Buyer Financials, Buyer does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Buyer, except liabilities (a) provided for in the Buyer Balance Sheet, (b) incurred since the date of the Buyer Balance Sheet in the ordinary course of business consistent with past practices and consistent with its growth, or (c) disclosed in the SEC Reports.
Buyer Financial Statements. The Buyer Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with prior periods: (i) are correct and complete in all material respects and present fairly in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Buyer and the Buyer Subsidiaries as at their respective dates and the results of operations and cash flows of the Buyer and the Buyer Subsidiaries for the periods covered by the Buyer Financial Statements; and (ii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Buyer and the Buyer Subsidiaries and there has been no change in the accounting policies or practices of the Buyer and the Buyer Subsidiaries since the date of the Buyer Financial Statements. The Buyer has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities.
Buyer Financial Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements of Buyer included or incorporated by reference in the Buyer SEC Documents fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Buyer and its consolidated Buyer Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end audit adjustments in the case of unaudited financial statements).
Buyer Financial Statements. The audited consolidated financial statements of Buyer contained in the Buyer's Registration Statement on Form S-4, as amended (File No. 333-28157) fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Buyer and its consolidated subsidiaries as of the date thereof and their consolidated results of operations and changes in financial position for the periods then ended.
Buyer Financial Statements. (a) Complete and accurate copies of the (i) audited balance sheets of the Buyer as of 2012 and 2011, for the years then ended and (ii) audited balance sheet of the Buyer as at September 30, 2013 for the nine (9) -month period then ended (collectively, the “Buyer Financial Statements”) have been made available to those Shareholders requesting them. The Buyer Financial Statements were prepared from the Books and Records (which are complete and accurate) of the Buyer, and fairly present the financial condition of the Buyer as of the respective dates they were prepared and the results of the operations of the Buyer for the periods indicated.
