Financial Statements Changes Contingencies. 20 2.4 Tax and Other Returns and Reports...........................21 2.5
Financial Statements Changes Contingencies. (a) Seller has delivered to Buyer (i) an unaudited consolidated balance sheet of Seller and the Other Acquired Companies as of September 30, 2000 (the "INTERIM BALANCE SHEET"), and the related unaudited statement of operations for the nine-month period then ended, (ii) an unaudited consolidated balance sheet of Seller and the Other Acquired Companies as of December 31, 1999, and the related unaudited statement of operations for the year then ended, (iii) an unaudited consolidated balance sheet of Seller and the Other Acquired Companies as of December 31, 1998, and the related unaudited statement of operations for the five-month period then ended, (iv) a consolidated balance sheet of Seller and the Other Acquired Companies as of September 30, 2000, and the related unaudited statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two year period then ended, together with the audit report thereon of BDO Xxxxxxx, LLP, Independent Certified Public Accountants (the "AUDITED FINANCIAL STATEMENTS"), and (v) an unaudited consolidated balance sheet of Seller and the Other Acquired Companies as of the Closing Date (the "CLOSING DATE BALANCE Sheet"), and the related unaudited statement of operations for the period from October 1, 2000 through the Closing Date. Such financial statements and note fairly present the financial condition and the result of operations, changes in stockholder's equity and cash flow of Seller and the other Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP, subject in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material adverse) and the absence of notes (that if presented, would not differ materially from those included in the Balance Sheet The financial statements referred to in this Section 2.3 reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Other acquired Companies are required by GAAP to be included in the consolidated financial statements of Seller. All of the foregoing financial statements are referred to collectively in this Agreement as the "Financial Statements."
Financial Statements Changes Contingencies. (i) The Company has delivered to Buyer (i) audited consolidated balance sheets for the Company and ARA at the end of each fiscal year ending in June 1996, 1997 and 1998 and the related statements of operations, cash flow and changes in stockholders' equity for the periods then ended (collectively, the "Audited Financial Statements") and (ii) copies of the unaudited consolidated balance sheet (the "Interim Balance Sheet") for the Company and ARA at February 20, 1999 and the related statement of operations, cash flow and changes in stockholders' equity for the period then ended (collectively with the Interim Balance Sheet, the "Unaudited Financial Statement" and, together with the Audited Financial Statements, the "Financial Statements"). The Audited Financial Statements have been examined by the Company's Auditors, whose reports thereon are included with such financial statements. The Audited Financial Statements have been prepared in conformity with GAAP, except for changes, if any, required by GAAP and disclosed therein, consistently applied throughout the periods covered thereby. Each statement of operations, cash flow and changes in stockholders' equity in the Audited Financial Statements (i) was prepared in accordance with the books of account and other financial records of the Company and ARA and (ii) presents fairly the results of operations, cash flow and changes in stockholders' equity of the Company and ARA for the periods covered, and each balance sheet (i) was prepared in accordance with the books of account and other financial records of the Company and ARA and (ii) presents fairly the financial condition of the Company and ARA as of its respective date. Such Audited Financial Statements reflect all adjustments necessary for a fair presentation. At the date of the most recent such balance sheet, neither the Company nor ARA had any Liabilities (actual, contingent or accrued) that, in accordance with GAAP, should have been shown or reflected therein but were not.
Financial Statements Changes Contingencies. (a) The Norwegian Sellers have delivered to Buyer consolidated balance sheets for the Company and its Subsidiaries at December 31, 1999, 1998, 1997, 1996 and 1995 and the related consolidated statements of operations, changes in stockholder's equity and changes in financial position or cash flow for the periods then ended (the "AUDITED FINANCIAL STATEMENTS"). The Audited Financial Statements have been examined by the Auditors whose reports thereon are included with such Financial Statements. The Audited Financial Statements have been prepared in conformity with Norwegian GAAP applied on a consistent basis (except for changes, if any, required by Norwegian GAAP and disclosed therein). The statements of operations and cash flow included within the Audited Financial Statements present fairly the results of operations and cash flows of the Company and its Subsidiaries for the respective periods covered, and the balance sheets present fairly the financial condition of the Company and its Subsidiaries as of their respective dates. Since December 31, 1999, there has been no change in any of the significant accounting policies, practices or procedures of the Company or the Subsidiaries.
Financial Statements Changes Contingencies. (a) Prior to the execution of this Agreement, Seller shall have delivered to Buyer true and complete copies of the following financial statements: (i) the audited general balance sheets of the Company and its Subsidiaries consolidated as of December 31, 1999, December 31, 2000 and December 31, 2001, income statements and the related audited consolidated statements of operations, net worth and cash flows for each of the fiscal years then ended, together with a true and correct copy of the corresponding report, audited by the auditing firm designated at the general meeting of shareholders of the Company to audit its financial statements, and all letters of said accountants with respect to the results of those audits (the "Audited Financial Statements"); and (ii) general unaudited balance sheets of the Company, and its Subsidiaries, consolidated as of April 30, 2002 (hereinafter, the "Most Recent Balance Sheet"), income statements and related unaudited consolidated statements of operations, net worth and cash flows corresponding to the period of time ending on said date (the "Unaudited Financial Statements," and together with the Audited Financial Statements, hereinafter, the "Financial Statements").
Financial Statements Changes Contingencies. (a) Sellers have delivered to Buyers the balance sheet of the Company at December 31, 1997 (the "Reviewed Balance Sheet") and the related statements of operations and cash flow for the Company for the calendar year then ended. All such financial statements, including the footnotes thereto, have been reviewed by Russell, Obert, Mealxx & Xalb xxxse reports thereon are included with such financial statements.
Financial Statements Changes Contingencies. (a) Financial Statements. Schedule 4.7(a), attached hereto and ------------------------------------- incorporated herein are the unaudited annual balance sheet for Systems and certain unaudited statements of income of the Business as of December 31, 2000. Such statements of income present fairly the results of operations of the Business for the respective periods covered, and the balance sheet presents fairly the financial condition of Systems as of December 31, 2000. Such statements of income and balance sheet as presented have been included in the respective audited financial statements of SMI without alterations or further adjustments, which audited statements were prepared in accordance with generally accepted accounting principles consistently applied. Since December 31, 2000, there has been no change in any of the significant accounting policies, practices or procedures of any Seller. Notwithstanding the foregoing, Buyer acknowledges that the balance sheets referred to in this Section 4.7(a) and in Section 4.7(b) below reflect certain other assets and liabilities which are not Purchased Assets or Assumed Liabilities.
Financial Statements Changes Contingencies. (a) Seller has delivered to Buyer consolidated balance sheets for Seller and its Subsidiaries at December 31, 1997, 1996, 1995, 1994 and 1993 and the related consolidated statements of operations, changes in Stockholder's equity and changes in financial position or cash flow for the periods then ended (the "AUDITED FINANCIAL STATEMENTS"). The Audited Financial Statements have been examined by the Auditors whose reports thereon are included with such Financial Statements. The Audited Financial Statements have been prepared in conformity with GAAP applied on a consistent basis (except for changes, if any, required by GAAP and disclosed therein). The statements of operations and cash flow included within the Audited Financial Statements present fairly the results of operations and cash flows of Seller and its Subsidiaries for the respective periods covered, and the balance sheets present fairly the financial condition of Seller and its Subsidiaries as of their respective dates. Since December 31, 1997, there has been no change in any of the significant accounting policies, practices or procedures of Seller or the Subsidiaries.
Financial Statements Changes Contingencies. (a) The Company’s audited consolidated annual financial statements for the year ended 31 December 2021 (the “Financial Statements”) will be, prior to Closing, attached as Schedule 4.7(a) to the Disclosure Schedule.
Financial Statements Changes Contingencies. (a) Seller has delivered to Buyer balance sheets for Seller at September 30, 1999, 1998, 1997, 1996 and 1995 and the related statements of operations, changes in stockholder's equity and changes in financial position or cash flow for the periods then ended (the "ANNUAL FINANCIAL STATEMENTS"). Such Annual Financial Statements have been reviewed by Seller's independent accountants. Except as set forth on SECTION 2.3 of the Seller Disclosure Schedule, the Annual Financial Statements have been prepared in conformity with GAAP applied on a consistent basis (except for changes, if any, required by GAAP and disclosed therein). The statements of operations and cash flow included within the Annual Financial Statements present fairly the results of operations and cash flows of Seller for the respective periods covered, and the balance sheets present fairly the financial condition of Seller as of their respective dates. Since September 30, 1999, there has been no change in any of the significant accounting policies, practices or procedures of Seller.
