Common use of Financial Statements of Seller Clause in Contracts

Financial Statements of Seller. Seller has furnished or made available to Buyer consolidated financial statements of Seller consisting of the consolidated balance sheets as of December 31 for each of the fiscal years 2017 and 2018 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the three years ended December 31, 2018 (the “Seller Balance Sheet Date”), including accompanying notes and the report thereon of Xxxxx Xxxxxx Xxxxxxx LLP, dated March 13, 2019, as included in Seller’s Annual Report on Form 10-K for the year ended December 31, 2018 and the unaudited consolidated balance sheets as of March 31, 2019 and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the three months then ended, as reported in Seller’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (all of such consolidated financial statements are collectively referred to herein as the “Seller Financial Statements”). The Seller Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 00-X, XXXX, or rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Seller and the Seller Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Financial Statements of Seller. Seller has furnished or made available to Buyer consolidated financial statements of Seller consisting of the consolidated balance sheets as of December 31 September 30 for each of the fiscal years 2017 2010 and 2018 2011 and the related consolidated statements of operationsincome, changes in stockholdersshareholders’ equity and cash flows for the three two years ended December 31September 30, 2018 2011 (the “Seller Balance Sheet Date”), including accompanying notes and the report thereon of Xxxxx Xxxxxx Xxxxxxx LLPS.R. Xxxxxxxxx, X.X., dated March 13December 15, 20192011, as included in Seller’s Annual Report on Form 10-K for the year ended December 31September 30, 2018 2011, and the unaudited consolidated balance sheets as of March 31, 2019 2012 and the related consolidated statements of income, changes in stockholdersshareholders’ equity, equity and cash flows for the three and six months then ended, as reported in Seller’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 2012 (all of such consolidated financial statements are collectively referred to herein as the “Seller Financial Statements”). The Seller Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 0010-X, XXXX, or rules and regulations Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Seller and the Seller Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Financial Statements of Seller. Seller has furnished or made available to Buyer consolidated financial statements of Seller consisting of the consolidated balance sheets statements of financial condition as of December 31 for each of the fiscal years 2017 2012 and 2018 2013 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the three years ended December 31, 2018 2013 (the “Seller Balance Sheet Date”), including accompanying notes and the report thereon of Xxxxx Xxxxxx Xxxxxxx LLPS.R. Xxxxxxxxx, dated March 13, 2019X.X., as included in Seller’s Annual Report on Form 10-K for the year ended December 31, 2018 2013, and the unaudited consolidated balance sheets statement of financial condition as of March 31June 30, 2019 2014 and the related consolidated statements of incomeoperations, changes in stockholders’ equity, equity and cash flows for the three and six months then ended, as reported in Seller’s Quarterly Report Reports on Form 10-Q for the quarterly period periods ended March 31, 2019 2014 and June 30, 2014 (all of such consolidated financial statements are collectively referred to herein as the “Seller Financial Statements”). The Seller Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 0010-X, XXXX, or rules and regulations Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Seller and the Seller Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Financial Statements of Seller. Seller has furnished or made available to Buyer The consolidated financial statements of financial condition of Seller consisting of the consolidated balance sheets as of December 31 for each of the fiscal years 2017 31, 2006 and 2018 2005, and the related consolidated statements of operationsearnings, changes in stockholders’ equity equity, comprehensive income and cash flows for each of the three years in the period ended December 31, 2018 (the “Seller Balance Sheet Date”)2006, including accompanying notes and the report thereon of Xxxxx Xxxxxx Xxxxxxx LLP, Grant Thornton LLP dated March 1315, 20192007, as included reported in Seller’s Annual Report on Form 10-K for the year ended December 31, 2018 2006, and the unaudited consolidated balance sheets statement of financial condition as of March 31, 2019 2007, and the related xxx xxxxxxx xxaudited consolidated statements of earnings, comprehensive income, changes in stockholders’ equity, equity and cash flows for the three months then ended, ended as reported in Seller’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 2007 (collectively, all of such consolidated financial statements are collectively referred to herein as the “Seller Financial Statements”). The Seller Financial Statements ) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 0010-X, XXXX, or rules and regulations Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Seller and the Seller Subsidiaries its consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments).

Financial Statements of Seller. Seller has furnished or made available Selling Parties have ------------------------------ delivered to Buyer Purchaser copies of the consolidated and unconsolidated, as applicable, financial statements of Seller consisting the Selling Companies (including balance sheets, statements of the consolidated balance sheets income and retained earnings, and statements of cash flows, together with notes thereto) as of December 31 for each of June 30, 1996, 1995 and 1994 (collectively, the fiscal years 2017 and 2018 and "Financial Statements"). As used herein the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the three years ended December 31, 2018 (the “Seller term "Balance Sheet Date”)" shall mean June 30, including accompanying notes 1996. The Financial Statements were reviewed (except the June 30, 1996 Financial Statements which have been audited) by Xxxxxxx & Xxxxxxx certified public accountants whose report without qualification thereon is included with such Financial Statements. The Financial Statements (i) fairly present the financial condition, assets and liabilities of the Selling Companies at their respective dates and the report thereon results of Xxxxx Xxxxxx Xxxxxxx LLP, dated March 13, 2019, as included in Seller’s Annual Report on Form 10-K for the year ended December 31, 2018 their operations and the unaudited consolidated balance sheets as of March 31, 2019 and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the three months then ended, as reported in Seller’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (all of such consolidated financial statements are collectively referred to herein as the “Seller Financial Statements”). The Seller Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 00-X, XXXX, or rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Seller and the Seller Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods covered thereby, (ii) were prepared in accordance with GAAP, and (iii) were prepared from the books and records of RSD and its subsidiaries. Selling Parties have also delivered to Purchaser copies of the consolidated balance sheet of RSD (the "Interim Balance Sheet") as of August 31, 1996 (the "Interim Balance Sheet Date"), and a consolidated statement of operations of RSD for the period then ended (subjectcollectively, the "Interim Financial Statements"). The Interim Financial Statements (x) fairly present the financial condition, assets and liabilities as of such date and the results of operations of the Selling Companies for the period covered thereby, (y) were prepared in accordance with the case same accounting principles used to prepare the Financial Statements except with respect to the absence of unaudited statements, notes thereto and with respect to normal customary year-end audit adjustmentsadjustments consistent with past practices (which adjustments are not material to the Selling Companies), and (z) were prepared from the books and records of the Selling Companies.

Financial Statements of Seller. Seller has furnished or made available to Buyer consolidated financial statements of Seller consisting of the consolidated balance sheets statements of financial condition as of December 31 for each of the fiscal years 2016 and 2017 and 2018 and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the three years ended December 31, 2018 2017 (the “Seller Balance Sheet Date”), including accompanying notes and the report thereon of Xxxxx Xxxxxx Xxxxxxx BKD, LLP, dated March 1312, 20192018, as included in Seller’s Annual Report on Form 10-K for the year ended December 31, 2018 and the unaudited consolidated balance sheets as of March 31, 2019 and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the three months then ended, as reported in Seller’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 2017 (all of such consolidated financial statements are collectively referred to herein as the “Seller Financial Statements”). The Seller Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 0010-X, XXXX, or rules and regulations Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Seller and the Seller Subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Financial Statements of Seller. Seller has furnished or made available to Buyer The consolidated financial statements of financial condition of Seller consisting of the consolidated balance sheets as of December 31 for each of the fiscal years 2017 31, 2006 and 2018 2005, and the related consolidated statements of operationsearnings, changes in stockholders’ equity equity, comprehensive income and cash flows for each of the three years in the period ended December 31, 2018 (the “Seller Balance Sheet Date”)2006, including accompanying notes and the report thereon of Xxxxx Xxxxxx Xxxxxxx LLP, Gxxxx Xxxxxxxx LLP dated March 1315, 20192007, as included reported in Seller’s Annual Report on Form 10-K for the year ended December 31, 2018 2006, and the unaudited consolidated balance sheets statement of financial condition as of March 31, 2019 2007, and the related unaudited consolidated statements of earnings, comprehensive income, changes in stockholders’ equity, equity and cash flows for the three months then ended, ended as reported in Seller’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 2007 (collectively, all of such consolidated financial statements are collectively referred to herein as the “Seller Financial Statements”). The Seller Financial Statements ) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 0010-X, XXXX, or rules and regulations Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Seller and the Seller Subsidiaries its consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments).