Audited Accounts and Management Accounts Sample Clauses
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Audited Accounts and Management Accounts. 4.1 The financial year for each of the Vsource Companies ends on 31 January.
4.2 The copies (certified as true by a director or the company secretary or competent person of the relevant Vsource Company) of the Audited Accounts and Management Accounts to be supplied to the Purchaser are true and correct copies of the Accounts.
4.3 Based on applicable accounting and tax principles, the Audited Accounts and where applicable the Management Accounts:
4.3.1 have been and will be prepared on a consistent basis in accordance with generally accepted accounting principles and practices and approved accounting standards prevailing in Malaysia, Japan and Taiwan, as applicable;
4.3.2 to the best of the knowledge and belief of the Vendor, comply with the requirements of the Act and all other similar regulatory provisions thereto in Japan and Taiwan;
4.3.3 show a true and fair view of the state of affairs, financial position, assets and liabilities of each of the Vsource Companies and its results for its financial period ending on the Last Accounting Date;
4.3.4 make provision for the depreciation of the fixed assets of each of the Vsource Companies in accordance with generally accepted accounting principles and practices and approved accounting standards prevailing in Malaysia, Japan and Taiwan, as applicable;
4.3.5 make full provision for all bad and/or doubtful debts of each of the Vsource Companies in accordance with generally accepted principles and practices and approved accounting standards prevailing in Malaysia, Japan and Taiwan, as applicable;
4.3.6 make full provision for all taxation for which each of the Vsource Companies was liable;
4.3.7 set out all such reserves or provisions for taxation as was advised by each of the Vsource Companies’ tax advisers to make on the basis of the rates of tax in force as at the relevant dates in respect of transactions occurring before the Last Accounting Date.
4.4 Based on applicable accounting and tax principles, all liabilities or outstanding capital commitments of each of the Vsource Companies as at its Last Accounting Date have been included in the Audited Accounts and where applicable, the Management Accounts:
4.4.1 by way of a provision or reserve; or
4.4.2 in the case of a liability which was contingent, unquantified or disputed, by way of a note disclosing and stating the likely amount which has been or could be claimed and the likelihood, in the opinion of the directors of the relevant Vsource Company, of the mater...
Audited Accounts and Management Accounts. 4.1 The Audited Accounts have been prepared and audited on a proper and consistent basis in accordance with the law and applicable standards, principles and practices generally accepted in United States of America and present a true and fair view of the financial position of the Company as at the Accounting Date and, in particular, make full provision where required under generally accepted accounting principles for all liabilities whether actual, contingent or disputed and all capital commitments, whether actual or contingent, of the Company.
4.2 The Management Accounts have been prepared on a basis consistent with the Audited Accounts and fairly represent the asset and liabilities, profits and losses of the Company as at 30 September 2005.
Audited Accounts and Management Accounts. The Vendor has delivered to the Purchaser the Company’s latest financial statements, the Audited Accounts, balance sheets and statement of operations which are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles of Malaysia applied on a consistent basis throughout the periods indicated and which accurately set out and describe the financial condition and operating results of the Company as of the dates, and during the periods, indicated therein. The bases and policies of accounting adopted for the purpose of preparing the Audited Accounts are the same as those adopted in preparing the Audited Accounts in respect of the three last preceding accounting periods.
Audited Accounts and Management Accounts. 4.1 The Audited Accounts and Management Accounts (collectively, the Accounts):
4.1.1 comply with and will comply with the requirements of the Companies Act;
4.1.2 have been and will be prepared in accordance with IFRS;
4.1.3 give and will give a full and fair view of the financial position and profits of the Company at and for the period to which they relate and fairly present the state of affairs of and the Business of the Company;
4.1.4 include sufficient provisions for doubtful accounts receivable, as required and recommended by the provisions of IFRS;
4.1.5 do not contain, and will not contain, any qualification.
4.1.6 save as noted therein, reflect no change in any of the basis of accounting or accounting principles used in respect of any material item;
4.1.7 reflect and disclose all liabilities of the Company and the Group, actual or contingent, at their full amount;
4.1.8 depreciate and will depreciate all fixed assets on the same basis as in the past;
4.1.9 were and will be prepared on a consistent basis applying the same accounting policies as have been adopted in previous years;
4.1.10 do not provide and will not reflect any revaluations of assets;
4.1.11 adequately provide for bad and doubtful debts as well as for any and all accrued liabilities, including leave pay, accrued holiday pay, pensions, bonuses, payments relating to retrenchments or other similar payments or liabilities to employees; and
4.1.12 reflect and will reflect all assets owned by the Company.
4.2 All provisions contained or brought to account are adequate and sufficient in respect of the matters to which they relate, including but not limited to foreign exchange commitments.
4.3 The Audited Accounts have been approved and signed by the directors of the Company.
4.4 Since the Accounts Date:
4.4.1 there has been no Material Adverse Effect.
4.4.2 except as part of its Business, the Company has not:
4.4.2.1.1 acquired or disposed of, or agreed to acquire or dispose of, an asset for an amount which is lower than open market arm's length value; or
4.4.2.1.2 assumed or incurred, or agreed to assume or incur, any material liability or obligation (including a contingent liability).
Audited Accounts and Management Accounts. 9.1 Target Group Holdco will provide the Purchaser with the Audited Accounts by no later than 5 May 2017 and with internally prepared unaudited consolidated management accounts of the Target Group to 31 January 2017.
9.2 With effect from the Signature Date and until the Closing Date, the Sellers shall procure that the monthly Management Accounts and a trial balance in respect of the businesses of the Target Group shall be prepared by the Company by no later than 15 days after the 30 Sale Agreement (Execution Version)/#4200957v1 end of each month to which they relate, applying materially the same accounting principles and policies which are applied by the Company as at the Signature Date in the preparation of the monthly Management Accounts and trial balances in respect of the Target Group.
Audited Accounts and Management Accounts. 2.1 The Audited Accounts have been duly prepared and audited in accordance with the relevant laws on a recognised and consistent basis in accordance with International Financial Reporting Standards (in the case of Audited Accounts of the Company) or generally accepted accounting principles, standards and practices applied in India (in the case of Audited Accounts of 3GS) so as to give a true and fair view of the state of affairs of the relevant Group Company as at the date to which the relevant Audited Accounts were made and have been prepared on the same basis and :-
(i) the Audited Accounts are accurate in all material respects and have made adequate and appropriate provision for any bad or doubtful debts and for all established liabilities and have made appropriate provision for (or contain a note in accordance with International Financial Reporting Standards (in the case of Audited Accounts of the Company) or generally accepted accounting principles, standards and practices applied in India (in the case of Audited Accounts of 3GS)) all deferred or contingent material liabilities, whether liquidated or unliquidated at the respective dates thereof and all liabilities in respect of employees of the Group Companies (including without limitation, pension contributions, bonuses and salaries) have been properly and accurately recorded on the balance sheet of the Group Companies;
(ii) depreciation of fixed assets has been made at rates sufficient to write down the value of such assets to a nominal value not later than the end of their estimated useful lives;
(iii) the profits and losses shown by the Audited Accounts and the trend of profits thereby shown have not in any material respect been affected by any unusual or exceptional item; and
(iv) none of the Group Companies have any off balance sheet commitments or contingencies.
2.2 The Management Accounts fairly present the state of affairs and financial and trading position of the Group Companies and of their respective assets and liabilities, capital and reserves of the respective Group Companies as at 31 December 2005 and each Group Company’s results for the financial period ended on that date.
Audited Accounts and Management Accounts a. A true, complete and accurate copy of the Audited Accounts and Management Accounts is annexed to the Disclosure Letter.
b. Except as set forth in the Disclosure Letter and subject to, in the case of the Management Accounts, any year-end adjustments and the absence of footnote disclosure, the Accounts were prepared in accordance with GAAP, applied on a consistent basis.
c. The Accounts fairly present, in all material respects:
i. The assets and liabilities (whether accrued or contingent) of the Company for the periods ending on each of the Accounts Dates;
ii. A true and fair view of the state of affairs and the financial position of the Company and its profits and losses for the periods ending on each of the Accounts Dates.
d. The Accounts are complete and accurate in all material respects.
e. Since January 1, 2014, the profits and losses of the Business as shown by the Accounts have not (except as therein disclosed) been affected to a material extent by any non-recurring, exceptional, extraordinary or short-term item or by any other matter that has rendered profits or losses unusually high or low.
f. All accounting records of the Company supporting the Accounts have been kept on a basis consistent with the Company’s historical practice, are in its possession, kept up to date, and are materially complete and accurate.
g. Except as set forth in the Disclosure Letter, the Management Accounts have been prepared in accordance with GAAP, applied on a basis consistent with the accounting principles, standards and practices adopted for the Audited Accounts.
h. The Company has provided the Purchaser with access to the Company’s internal accounting controls over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act).
i. There are no material liabilities of the Company that would be outstanding as of the Closing Date other than those (i) specifically included or provided for in full in the Audited Accounts or the Management Accounts, (ii) liabilities incurred in connection with this Agreement or the transactions contemplated hereby, (iii) commercial liabilities incurred since the date of the Management Accounts Date in the ordinary course of business, and (iv) contractual liabilities under contracts disclosed in the Disclosure Letter or contracts that, individually, would not result in liabilities to the Company in excess of $250,000.
j. All accounts receivable reflected in the Accounts, and all accounts receivable arisen since the ...
Audited Accounts and Management Accounts. (a) The 2013 Audited Accounts and 2012 Audited Accounts give a true and fair view of the financial condition and the results of operations of the Group and of each of the Group Companies as at the date of, and for the period referred to in, the 2013 Audited Accounts and 2012 Audited Accounts, respectively.
(b) The 2013 Audited Accounts were prepared in accordance with applicable Law and on the same basis and in accordance with the same accounting principles and practices, consistently applied, as the audited financial statements of the Group for the previous two financial periods.
(c) None of the Group Companies has any off-balance sheet liabilities or any liabilities that are not adequately provided for or noted in the 2013 Audited Accounts.
(d) Having regard to the purpose for which the Management Accounts have been prepared, the Management Accounts (i) have been prepared in accordance with accounting policies consistent with those used in preparing the 2013 Audited Accounts for the Group, applied on a consistent basis, and (ii) fairly represent in all material respects the assets and liabilities of the Group at the date to which they are made up and the profits and losses of the Group for each period to which they relate.
(e) The accounting records of the Group are up-to-date, have been maintained on a proper and consistent basis and in accordance with applicable Law and accounting standards. They contain an accurate and complete record of all matters required to be entered in them or which are otherwise entered in them and no written notice or allegation that any of the accounting records is incorrect or should be rectified has been received.