Common use of The Projections Clause in Contracts

The Projections. All of the historical financial statements contained in such documents were prepared from the books and records of the Seller. The Audited Financial Statements were prepared in accordance with GAAP, and fairly and accurately present the financial situation and condition of the Seller as at the dates and for the periods indicated. Without limiting the foregoing, at the date of the Seller Balance Sheet, the Seller owned each of the assets specified on the Seller Balance Sheet, and the valuation of such assets in the Seller Balance Sheet is not more than their fair saleable value (on an item-by-item basis) at that date; and the Seller had no Liabilities, other than those specified in the Seller Balance Sheet, nor any Liabilities in amounts in excess of the amounts included for them in the Seller Balance Sheet. The Unaudited Financial Statements were prepared in a manner consistent with the basis of presentation used in the Audited Financial Statements, and fairly present the financial situation and condition of the Seller as at and for the periods indicated, subject to normal year-end adjustments, none of which will be material. The Projections reasonably anticipate the results of operations that the Seller expects it will achieve, absent the occurrence of extraordinary events or unusual conditions of which the Seller is not presently on notice. From the date of this Agreement through the Closing Date the Seller will continue to prepare financial statements on the same basis that it has done so in the past, will promptly deliver the same to the Purchaser, and the foregoing representations will be applicable to each financial statement so prepared and delivered.

The Projections. All of the historical financial statements contained in such documents were prepared from the books and records of the SellerBEVsystems. The Audited BEVsystems Unaudited Financial Statements were prepared in accordance with GAAP, and fairly and accurately present the financial situation and condition of the Seller BEVsystems as at the dates and for the periods indicated. Without limiting the foregoing, at the date of the Seller BEVsystems Balance Sheet, the Seller BEVsystems owned each of the assets specified on included in preparation of the Seller BEVsystems Balance Sheet, and the valuation of such assets in the Seller BEVsystems Balance Sheet is not more than their fair saleable value (on an item-by-item basis) at that date; and the Seller BEVsystems had no Liabilities, other than those specified in the Seller BEVsystems Balance Sheet, nor any Liabilities in amounts in excess of the amounts included for them in the Seller BEVsystems Balance Sheet. The BEVsystems Unaudited Financial Statements were prepared in a manner consistent with the basis of presentation used in the Audited Financial Statements, and fairly present the financial situation and condition of the Seller BEVsystems as at and for the periods indicated, subject to normal year-end adjustments, none of which will be material. The Projections reasonably reasonable anticipate the results of operations that the Seller BEVsystems expects it will achieve, achieve absent the occurrence of extraordinary events or unusual conditions of which the Seller BEVsystems is not presently on notice. From the date of this Agreement Effective Date through the Closing Date the Seller BEVsystems will continue to prepare financial statements on the same basis that it has done so in the past, BEVsystems will promptly deliver the same those financial statements to the PurchaserCompany, and the foregoing representations and warranties will be applicable to each financial statement so prepared and delivered.

The Projections. All of the historical financial statements contained in such documents were prepared from the books and records of the SellerCompany. The Audited Financial Statements were prepared in accordance with GAAP, and fairly and accurately present the financial situation and condition of the Seller Company as at the dates and for the periods indicated. Without limiting limited the foregoing, at the date of the Seller Company Balance Sheet, the Seller Company owned each of the assets specified on included in preparation of the Seller Company Balance Sheet, and the valuation of such assets in the Seller Company Balance Sheet is not more than their fair saleable value (on an item-by-item basis) at that date; and the Seller Company had no Liabilities, other than those specified in the Seller Company Balance Sheet, nor any Liabilities in amounts in excess of the amounts included for them in the Seller Company Balance Sheet. The Unaudited Financial Statements were prepared in a manner consistent with the basis of presentation used in the Audited Financial Statements, and fairly present the financial situation and condition of the Seller Company as at and for the periods indicated, subject to normal year-end adjustments, none of which will be material. The Projections reasonably reasonable anticipate the results of operations that the Seller Company expects it will achieve, achieve absent the occurrence of extraordinary events or unusual conditions of which the Seller Company is not presently on notice. From the date of this Agreement through the Closing Date the Seller Company will continue to prepare financial statements on the same basis that it has done so in the past, will promptly deliver the same to the Purchaser, and the foregoing representations will be applicable to each financial statement so prepared and delivered.