Financial Statements; Books and Records. (a) Each of the Financial Statements (other than the Half-Year Financial Statements and the Q3 Interim Report) have been prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Stand-alone Financial Statements and the Consolidated Financial Statements are true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2013, and of the profits and losses, cash flow and results of operations of, respectively, the Company and the Group Companies for the one-year period ended on December 31, 2013. The Q1 Interim Report has been prepared, in accordance with applicable Law and the relevant Accounting Principles and give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of March 31, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the three-month period ended on March 31, 2014. The Half-Year Financial Statements and the Q3 Interim Report, will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Half-Year Financial Statements will be true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of the Group Companies as of June 30, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the six-month period ending on June 30, 2014. The Q3 Interim Report will give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of September 30, 2014, and on the profits and losses, cash flow and results of operations of the Group Companies for the nine-month period ending on September 30, 2014. If approved by the board of directors of the Company prior to the Closing Date, the consolidated annual financial statements of the Company as of December 31, 2014 will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods, will be true, complete, and correct and will give a clear, true, and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2014, and of the profits and losses, cash flow and results of operations of, respectively, the Company and the Group Companies for the one-year period ended on December 31, 2014.
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Financial Statements; Books and Records. (a) Each of the Financial Statements (other than the Half-Year Financial Statements and the Q3 Interim Report) have been prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Stand-alone Financial Statements and the Consolidated Financial Statements are Company has delivered or otherwise made available to LEC or its counsel true, complete and correct and give a clear, true and fair view complete copies of (i) the assets, liabilities, economic and financial conditions, state audited consolidated balance sheets of affairs and shareholders’ equity of, respectively, the Company and the Group Companies each Company Subsidiary as of December 31, 2013, 2012 and 2011 (ii) the related audited consolidated statements of the profits operations, statements of stockholders’ equity and losses, statements of cash flow and results flows of operations of, respectively, the Company and the Group Companies each Company Subsidiary for the one-year period years ended on December 31, 2013. The Q1 Interim Report has been prepared, in accordance with applicable Law 2012 and 2011 and (iii) the relevant Accounting Principles and give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of March 31, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the three-month period ended on March 31, 2014. The Half-Year Financial Statements and the Q3 Interim Report, will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Half-Year Financial Statements will be true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of the Group Companies as of June 30, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the six-month period ending on June 30, 2014. The Q3 Interim Report will give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of September 30, 2014, and on the profits and losses, cash flow and results of operations of the Group Companies for the nine-month period ending on September 30, 2014. If approved by the board of directors unaudited balance sheet of the Company prior to the Closing Date, the consolidated annual financial statements of the and each Company Subsidiary as of December 31, 2014 will be (the “Unaudited Balance Sheet”), and the related unaudited statement of operations for the 12-month period ended December 31, 2014 (all of the foregoing financial statements of the Company and each Company Subsidiary and any notes thereto are hereinafter collectively referred to as the “Financial Statements”). The Financial Statements were prepared from the books and records of the Company and each Company Subsidiary in the ordinary course of business in accordance with applicable Law GAAP applied on a consistent basis throughout the period indicated therein and their respective Accounting Principles, using bases, practices, methods, between periods and estimation techniques consistent with those used fairly present in all material respects the preceding 3 accounting periods, will be true, complete, and correct and will give a clear, true, and fair view financial condition of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and each such Company Subsidiary at the Group Companies as of December 31, 2014, dates therein indicated and of the profits and losses, cash flow and results of operations ofoperations, respectively, stockholders’ equity (deficit) and cash flows of the Company and the Group Companies each such Company Subsidiary for the oneperiods therein specified in accordance with GAAP, except (A) as may be indicated in the footnotes to such financial statements and (B) that the unaudited financial statements do not contain footnotes and are subject to normal year-year period ended on December 31end adjustments, 2014which adjustments will not, individually or in the aggregate, be material.
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Samples: Agreement and Plan of Merger (LightBeam Electric Co)
Financial Statements; Books and Records. (a) Each of the Financial Statements (other than the Half-Year Financial Statements and the Q3 Interim Report) have been prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Stand-alone Financial Statements and the Consolidated Financial Statements Attached to Schedule 5.4 are true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2013correct, and of complete copies of: (i) the profits and losses, cash flow and results of operations of, respectively, the Company and the Group Companies for the one-year period ended on December 31, 2013. The Q1 Interim Report has been prepared, in accordance with applicable Law and the relevant Accounting Principles and give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of March 31, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the three-month period ended on March 31, 2014. The Half-Year Financial Statements and the Q3 Interim Report, will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Half-Year Financial Statements will be true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of the Group Companies as of June 30, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the six-month period ending on June 30, 2014. The Q3 Interim Report will give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of September 30, 2014, and on the profits and losses, cash flow and results of operations of the Group Companies for the nine-month period ending on September 30, 2014. If approved by the board of directors of the Company prior to the Closing Date, the consolidated annual financial statements balance sheet of the Company as of December 31, 2014 will be 2020 (the “Most Recent Fiscal Year End”) and December 31, 2019, and the related statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the fiscal years then ended (collectively, the “Annual Financial Statements”); and (ii) the balance sheet of the Company as of June 30, 2021, (the “Latest Balance Sheet Date”, and such balance sheet, the “Latest Balance Sheet”) and the related statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the six-month period ended June 30, 2021 (collectively, the “Interim Financial Statements”). The Annual Financial Statements and the Interim Financial Statements are herein collectively referred to as the “Financial Statements”. Each of the Financial Statements was prepared on the basis of and in accordance with applicable Law the books and their records of the Company kept in the Ordinary Course, and fairly presents in all material respects the financial condition of the Company as of its respective Accounting Principlesdate and the results of operations and cash flows of the Company for the periods related thereto, in each case using basesthe same accounting methods, policies, practices, methodsand procedures, with consistent classifications, judgments, and estimation techniques consistent with those methodology, as were used in the preceding 3 preparation of the Annual Financial Statements for the Most Recent Fiscal Year End, except in the case of the Interim Financial Statements for the absence of footnote disclosures and year-end adjustments, none of which would be material, individually or in the aggregate. The accounting practices of the Company have been consistently applied for all periods represented by the Most Recent Fiscal Year End and the Interim Financial Statements which, as modified in consultation with Buyer, are in accordance with generally accepted accounting principles. The accounting practices of the Company for year 2019 and earlier have been consistently applied for all such periods, will be true, complete, . The Company’s books and records are complete and correct and will give a clear, true, and fair view accurately reflect all of the assets, liabilitiesLiabilities, economic and financial conditionstransactions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2014, and of the profits and losses, cash flow and results of operations ofof the Business, respectively, the Company and the Group Companies for the one-year period ended on December 31, 2014Financial Statements have been prepared and presented based upon and in conformity therewith.
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Financial Statements; Books and Records. Included in the Disclosure Schedule to this Section are true and correct copies of (ai) Each the audited, balance sheets for the Company at March 31, 1998, 1997 and 1996 and the related statements of profit and loss and cash flows for the one-year periods then ended, (ii) the unaudited, balance sheet for the Company at May 31, 1998 and the related statement of profit and loss for the two-month period then ended and (iii) when delivered pursuant hereto, similar financial statements for each additional month ending more than 30 days before the Closing Date (collectively, the "Company Financial Statements"). The Company Financial Statements fairly present the financial position of the Company as of the dates thereof and the results of the Company's operations and cash flows for the periods then ended, in accordance with GAAP, except for the variances from GAAP set forth in the notes to the Company Financial Statements, subject in the case of the Company Financial Statements listed in items (other than ii) and (iii) of the Halfimmediately-Year preceding paragraph, to normal recurring period-end adjustments and absence of notes and a statement of cash flows in each case that, if presented, would not differ materially from those included in the financial statements for the fiscal year ended March 31, 1998. The Company maintains a standard system of accounting, including without limitation internal controls, established and administered in accordance with GAAP, except for the variances from GAAP set forth in the notes to the Company Financial Statements. The Company's books and records (including without limitation, all financial records, business records, minute books, stock transfer records, client lists, referral source lists and records pertaining to services or products delivered to clients) (i) are complete and correct in all respects and all transactions to which the Company is or has been a party are accurately reflected therein, (ii) reflect all discounts, returns and allowances granted by the Company with respect to the periods covered thereby, (iii) have been maintained in accordance with customary and sound business practices in the Company's industry, (iv) form the basis for the Company Financial Statements and the Q3 Interim Report(v) have been prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Stand-alone Financial Statements and the Consolidated Financial Statements are true, complete and correct and give a clear, true and fair view of accurately reflect the assets, liabilities, economic and financial conditionsposition, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2013, and of the profits and losses, cash flow and results of operations of, respectively, and cash flows of the Company Company. The Company's management information systems are adequate for the preservation of relevant information and the Group Companies for the one-year period ended on December 31, 2013. The Q1 Interim Report has been prepared, in accordance with applicable Law and the relevant Accounting Principles and give a fair view preparation of the assets, liabilities and economic and financial conditions of the Group Companies as of March 31, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the three-month period ended on March 31, 2014. The Half-Year Financial Statements and the Q3 Interim Report, will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Half-Year Financial Statements will be true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of the Group Companies as of June 30, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the six-month period ending on June 30, 2014. The Q3 Interim Report will give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of September 30, 2014, and on the profits and losses, cash flow and results of operations of the Group Companies for the nine-month period ending on September 30, 2014. If approved by the board of directors of the Company prior to the Closing Date, the consolidated annual financial statements of the Company as of December 31, 2014 will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods, will be true, complete, and correct and will give a clear, true, and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2014, and of the profits and losses, cash flow and results of operations of, respectively, the Company and the Group Companies for the one-year period ended on December 31, 2014accurate reports.
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Financial Statements; Books and Records. Included in the Sellers' Disclosure Schedule are complete and accurate copies of (ai) Each the audited balance sheets for the Company at December 31, 2002, 2001 and 2000 and the related statements of income, changes in the Shareholders' equity and cash flows for the one-year periods then ended (the "COMPANY ANNUAL FINANCIAL STATEMENTS"), and (ii) the unaudited balance sheet for the Company at May 31, 2003 and the related statements of income, changes in the Shareholders' equity and cash flows for the five-month period then ended (the "COMPANY INTERIM FINANCIAL STATEMENTS" and, together with the Company Annual Financial Statements, the "COMPANY FINANCIAL STATEMENTS"). The Company Financial Statements are accurate in all material respects and present fairly, in all material respects, the financial position of the Company as of the dates thereof, and the results of operations and cash flows of the Company for the periods covered thereby. The Company Annual Financial Statements (other than the Half-Year Financial Statements and the Q3 Interim Report) have been prepared in accordance with applicable Law GAAP consistently applied, but subject to the methodologies and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used criteria utilized by the Company in the preceding 3 accounting periodspast as set forth in the notes to the Company Financial Statements or on the Sellers' Disclosure Schedule. The Stand-alone Financial Statements and the Consolidated Company Interim Financial Statements are trueaccurate and were prepared using the same methodologies, assumptions and accounting practices as were used in preparing the Company Annual Financial Statements, except to the extent noted in the Company Interim Financial Statements or on the Sellers' Disclosure Schedule. The Company's books and records have been maintained in the Company's usual, regular and ordinary manner and are complete and correct accurate in all material respects, and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, all material transactions to which the Company and the Group Companies as of December 31, 2013, and of the profits and losses, cash flow and results of operations of, respectively, the Company and the Group Companies for the one-year period ended on December 31, 2013. The Q1 Interim Report has been prepared, in accordance with applicable Law and the relevant Accounting Principles and give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of March 31, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the three-month period ended on March 31, 2014. The Half-Year Financial Statements and the Q3 Interim Report, will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Half-Year Financial Statements will be true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of the Group Companies as of June 30, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the six-month period ending on June 30, 2014. The Q3 Interim Report will give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of September 30, 2014, and on the profits and losses, cash flow and results of operations of the Group Companies for the nine-month period ending on September 30, 2014. If approved by the board of directors of the Company prior to the Closing Date, the consolidated annual financial statements of the Company as of December 31, 2014 will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods, will be true, complete, and correct and will give a clear, true, and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2014, and of the profits and losses, cash flow and results of operations of, respectively, the Company and the Group Companies for the one-year period ended on December 31, 2014party are properly reflected therein.
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Financial Statements; Books and Records. Included in the Disclosure Schedule to this Section 6.2(a) are true and correct copies of (ai) Each of the Financial Statements (other than the Half-Year Financial Statements audited consolidated balance sheets for LLC and the Q3 Interim Report) have been prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Stand-alone Financial Statements and the Consolidated Financial Statements are true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of Subsidiaries at December 31, 2013, and of the profits and losses, cash flow and results of operations of, respectively, the Company 1999 and the Group Companies related statement of profit and loss and cash flows for the one-year period ended on December 31then ended, 2013. The Q1 Interim Report has been prepared, in accordance with applicable Law (ii) the unaudited consolidated balance sheet for LLC and the relevant Accounting Principles and give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of Subsidiaries at March 31, 2014, 2000 and the related statement of the profits profit and losses, cash flow and results of operations of the Group Companies loss for the three-month period then ended on March 31and (iii) when delivered pursuant hereto, 2014. The Half-Year Financial Statements and the Q3 Interim Report, will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Half-Year Financial Statements will be true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of the Group Companies as of June 30, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the six-month period ending on June 30, 2014. The Q3 Interim Report will give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of September 30, 2014, and on the profits and losses, cash flow and results of operations of the Group Companies for the nine-month period ending on September 30, 2014. If approved by the board of directors of the Company prior to the Closing Date, the consolidated annual financial statements of the Company kind and character prepared in conjunction with the Credit Agreement, copies of all financial statements delivered to LLC Parties' Board of Managers, and electronic copies of all general ledger records commonly referred to as "QuickBooks" (collectively, the "LLC Financial Statements"). The LLC Financial Statements fairly present the financial position of LLC and the Subsidiaries as of the dates thereof and the results of LLC's and the Subsidiaries' operations and cash flows for the periods then ended, in accordance with GAAP, except for the variances from GAAP set forth in the notes to the LLC Financial Statements, subject, in the case of the LLC Financial Statements listed in items (ii) and (iii) of the immediately-preceding paragraph, to normal recurring period-end adjustments and absence of notes and a statement of cash flows in each case that, if presented, would not differ materially from those included in the financial statements for the fiscal year ended December 31, 2014 will be prepared in accordance with applicable Law 1999 and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used the financial data set forth in the preceding 3 accounting periodsLLC Financial Statements listed in items (ii) and (iii). Each of the Company's books and records (including without limitation, will be trueall financial records, completebusiness records, minute books, ownership transfer records, customers lists, referral source lists and records pertaining to services or products delivered to customers) (i) are complete and correct in all material respects and will give all transactions to which such Company is or has been a clear, true, party are accurately reflected therein and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2014, and of the profits and losses, cash flow and results of operations of, respectively, the Company and the Group Companies (ii) form an adequate basis for the one-year period ended on December 31, 2014such Company Financial Statements.
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Financial Statements; Books and Records. (ai) Each Attached hereto as Section 3.2(f) of the Financial Statements (other than the Half-Year Financial Statements and the Q3 Interim Report) have been prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Stand-alone Financial Statements and the Consolidated Financial Statements Disclosure Schedule are true, complete and correct and give a clear, true and fair view complete copies of: (A) the audited balance sheet of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies LPT as of at December 31, 2013, and of 2015 (the profits and losses, cash flow and results of operations of, respectively“Most Recent Fiscal Year End”) (such balance sheet, the Company “Latest Annual Balance Sheet”) and the Group Companies for the one-year period ended on December 31, 2013. The Q1 Interim Report has been prepared, in accordance with applicable Law and the relevant Accounting Principles and give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of March 31, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the three-month period ended on March 31, 2014. The Half-Year Financial Statements and the Q3 Interim Report, will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Half-Year Financial Statements will be true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of the Group Companies as of June 30, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the six-month period ending on June 30, 2014. The Q3 Interim Report will give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of September 30, 2014, and on the profits and losses, cash flow and results of operations of the Group Companies for the nine-month period ending on September 30, 2014. If approved by the board of directors of the Company prior to the Closing Date, the consolidated annual financial statements of the Company as of December 31, 2014 will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods, will be true, complete, and correct and will give a clear, true, and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of at December 31, 2014, and the related audited statements of income, stockholders’ equity and cash flow of LPT for the fiscal years ended December 31, 2015 and December 31, 2014 (collectively, the “Audited Financial Statements”); and (B) the unaudited management prepared balance sheet of LPT as at June 30, 2016, (the “Latest Balance Sheet Date”) (such balance sheet, the “Latest Balance Sheet”) and the related unaudited management prepared statements of income, stockholders’ equity and cash flow of LPT for the six (6) month fiscal period then ended (collectively, the “Interim Financial Statements”). The Audited Financial Statements and the Interim Financial Statements are herein sometimes collectively referred to as the “Financial Statements.” Each of the profits Financial Statements was prepared on the basis of and lossesin accordance with the books and records of LPT kept in the Ordinary Course of Business (which books and records are accurate and complete in all material respects), cash flow and fairly presents in all material respects the financial condition of LPT as of its respective date, and the results of operations of, respectively, the Company and the Group Companies cash flows of LPT for the oneperiods related thereto, in each case in accordance with GAAP, using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Latest Annual Balance Sheet, except in the case of the Interim Financial Statements for the absence of footnote disclosure and year-year period ended on December 31end adjustments, 2014none of which would be material, individually or in the aggregate.
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Financial Statements; Books and Records. (a) Each Attached hereto as Section 5.6 of the Financial Statements (other than the Half-Year Financial Statements and the Q3 Interim Report) have been prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Stand-alone Financial Statements and the Consolidated Financial Statements Disclosure Schedule are true, complete and correct and give a clear, true and fair view complete copies of: (i) the audited consolidated balance sheet of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and its Subsidiaries for each of the Group Companies as of years ended December 31, 20132011, December 31, 2012 and December 31, 2013 (the “Latest Audited Balance Sheet”), and the related audited consolidated statements of the profits operations, stockholders’ equity and losses, cash flow and results flows of operations of, respectively, the Company and the Group Companies its Subsidiaries for the one-year period ended on December 31fiscal years then ended, 2013. The Q1 Interim Report has been prepared, in accordance together with applicable Law the notes thereto and the relevant Accounting Principles reports thereon of KPMG LLP, independent public accountants (collectively, the “Audited Financial Statements”); and give a fair view (ii) the unaudited consolidated balance sheet of the assets, liabilities Company and economic and financial conditions of the Group Companies its Subsidiaries as of March 31, 20142014 (the “Latest Balance Sheet”) and the related unaudited consolidated statement of operations, stockholders’ equity and cash flows of the profits Company and losses, cash flow and results of operations of the Group Companies its Subsidiaries for the three-month three (3)-month fiscal period then ended on March 31(collectively, 2014the “Unaudited Financial Statements”). The Half-Year Audited Financial Statements and the Q3 Interim ReportUnaudited Financial Statements are herein collectively referred to as the “Financial Statements.” Except as set forth in Section 5.6 of the Disclosure Schedule, will be each of the Financial Statements were prepared on the basis of and in accordance with applicable Law the books and their respective Accounting Principlesrecords of the Company and its Subsidiaries kept in the Ordinary Course of Business and fairly presents in all material respects the financial condition of the Company and its Subsidiaries on a consolidated basis as of the date thereof, and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods related thereto, in each case in accordance with GAAP, using bases, practices, the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation techniques consistent with those methodology, as were used in the preceding 3 accounting periods. The Half-Year Financial Statements will be true, complete and correct and give a clear, true and fair view preparation of the assetsLatest Audited Financial Statements, liabilitiesand subject, economic and financial conditions, state of affairs and shareholders’ equity in the case of the Group Companies as of June 30Unaudited Financial Statements, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the sixto normal year-month period ending on June 30, 2014. The Q3 Interim Report will give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of September 30, 2014, and on the profits and losses, cash flow and results of operations of the Group Companies for the nine-month period ending on September 30, 2014. If approved by the board of directors of the Company prior to the Closing Date, the consolidated annual financial statements of the Company as of December 31, 2014 will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods, will be true, complete, and correct and will give a clear, true, and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company end adjustments and the Group Companies as absence of December 31footnotes, 2014, and none of the profits and losses, cash flow and results of operations of, respectively, the Company and the Group Companies for the onewhich is material. US_ACTIVE-116890188.17-year period ended on December 31, 2014.330225-00006
Appears in 1 contract
Samples: Stock Purchase Agreement (Prestige Brands Holdings, Inc.)
Financial Statements; Books and Records. (a) Each of the Financial Statements (other than the Half-Year Financial Statements and the Q3 Interim Report) have been prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Stand-alone Financial Statements and the Consolidated Financial Statements Attached to Schedule 5.4 are true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2013correct, and of complete copies of: (i) the profits and losses, cash flow and results of operations of, respectively, the Company and the Group Companies for the one-year period ended on December 31, 2013. The Q1 Interim Report has been prepared, in accordance with applicable Law and the relevant Accounting Principles and give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of March 31, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the three-month period ended on March 31, 2014. The Half-Year Financial Statements and the Q3 Interim Report, will be prepared in accordance with applicable Law and their respective Accounting Principles, using bases, practices, methods, and estimation techniques consistent with those used in the preceding 3 accounting periods. The Half-Year Financial Statements will be true, complete and correct and give a clear, true and fair view of the assets, liabilities, economic and financial conditions, state of affairs and shareholders’ equity of the Group Companies as of June 30, 2014, and of the profits and losses, cash flow and results of operations of the Group Companies for the six-month period ending on June 30, 2014. The Q3 Interim Report will give a fair view of the assets, liabilities and economic and financial conditions of the Group Companies as of September 30, 2014, and on the profits and losses, cash flow and results of operations of the Group Companies for the nine-month period ending on September 30, 2014. If approved by the board of directors of the Company prior to the Closing Date, the consolidated annual financial statements balance sheet of the Company as of December 31, 2014 will be 2019 (the “Most Recent Fiscal Year End”), December 31, 2018 and December 31, 2017, and the related statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the fiscal years then ended (collectively, the “Reviewed Financial Statements”); and (ii) the balance sheet of the Company as of September 30, 2020, (the “Latest Balance Sheet Date”, and such balance sheet, the “Latest Balance Sheet”) and the related statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for the nine (9)-month period then ended (collectively, the “Interim Financial Statements”). The Reviewed Financial Statements and the Interim Financial Statements are herein collectively referred to as the “Financial Statements”. Each of the Financial Statements was prepared on the basis of and in accordance with applicable Law the books and their records of the Company kept in the Ordinary Course, and fairly presents in all material respects the financial condition of the Company as of its respective Accounting Principlesdate and the results of operations and cash flows of the Company for the periods related thereto, in each case using basesthe same accounting methods, policies, practices, methodsand procedures, with consistent classifications, judgments, and estimation techniques consistent with those methodology, as were used in the preceding 3 preparation of the Reviewed Financial Statements for the Most Recent Fiscal Year End, except in the case of the Interim Financial Statements for the absence of footnote disclosures and year-end adjustments, none of which would be material, individually or in the aggregate. The accounting periods, will be true, complete, practices of the Company have been consistently applied for all periods represented by the Financial Statements. The Company’s books and records are complete and correct and will give a clear, true, and fair view accurately reflect all of the assets, liabilitiesLiabilities, economic and financial conditionstransactions, state of affairs and shareholders’ equity of, respectively, the Company and the Group Companies as of December 31, 2014, and of the profits and losses, cash flow and results of operations ofof the Business, respectively, the Company and the Group Companies for the one-year period ended on December 31, 2014Financial Statements have been prepared and presented based upon and in conformity therewith.
Appears in 1 contract
