Financial Statements; Books and Records (a) The Seller has made available to the Purchaser, and attached as Schedule 3.7 are, true, complete and correct copies of the following financial statements (collectively, the “Financial Statements”): (i) the audited combined financial statements of the Business for the fiscal year ended as of December 31, 2013 and the unaudited combined financial statements for the fiscal year ended December 31, 2012; and (ii) the unaudited condensed combined financial statements of the Business for the interim periods ended June 30, 2014 and June 30, 2013, including, in each case, the notes with respect thereto. (b) The Financial Statements: (i) have been prepared from, and are in accordance with, the books and records of the ELN Companies; (ii) have been prepared in accordance with IFRS consistently applied during the periods covered thereby (subject to, in the case of any interim financial statements, to normal and recurring year-end adjustments that are not expected to be material in amount or effect); and (iii) present fairly and accurately, in all material respects, the financial condition and results of operations of the Business as of the dates thereof or for the periods covered thereby. (c) The books and records of the ELN Companies that were used as source documentation for the preparation of the Financial Statements are and will be, as applicable, true and correct in all material respects, reflect or will reflect, as applicable, only actual, bona fide transactions and have been maintained in accordance with sound business practices and Applicable Law. The ELN Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance that transactions are executed in accordance with management’s general or specific authorizations and recorded accurately in all material respects. The Seller has not received any notice of fraud that involves any Employee or that calls into question the effectiveness of the design and operation of the ELN Companies’ internal controls over accounting or financial reporting in any material way. (d) All accounts receivable reflected on the books and records of the Business have arisen from bona fide transactions in the Ordinary Course of Business, and are valid, genuine and fully collectible in the Ordinary Course of Business, subject only to any reserve that are included in the Financial Statements or that may be included in the calculation of the Final Closing Working Capital.
Financial Statements; Accountants’ Reports; Other Information The Guarantor shall keep and maintain at all times complete and accurate books of accounts and records in sufficient detail to correctly reflect all of the Guarantor’s financial transactions and assets. In addition, the Guarantor shall furnish, or cause to be furnished, to the Lender the following: (i) So long as Guarantor is a reporting company under the Securities and Exchange Act of 1934 (the “’34 Act”), promptly upon their becoming available, copies of (A) all 10K’s, 10Q’s, 8K’s, annual reports and proxy statements, and all replacement, substitute or similar filings or reports required to be filed after the date of this Guaranty by the SEC or other Governmental Authority exercising similar functions, and (B) all press releases and other statements made available generally by Guarantor to the public concerning material developments in the business of Guarantor. (ii) In the event Guarantor is not a reporting company under the ‘34 Act,
Accounting, Books and Records The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with GAAP. The books and records shall reflect all the Company transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal office all of the following: (i) A current list of the full name and last known business or residence address of each Member and Assignee set forth in alphabetical order, together with the Capital Contributions, Capital Account and Units of each Member and Assignee; (ii) The full name and business address of each Director; (iii) A copy of the Articles and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed; (iv) Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years; (v) A copy of this Agreement and any an all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed; and (vi) Copies of the financial statements of the Company, if any, for the six most recent Fiscal Years. The Company shall use the accrual method of accounting in preparation of its financial reports and for tax purposes and shall keep its books and records accordingly.
Books Records Reports and Bank Accounts 8.1 Maintenance of Books 45 8.2 Reports 46 8.3 Information Rights 46 8.4 Bank Accounts 46 8.5 Fiscal Year 46
Books, Records and Tax Returns (Check One) ☐ - SINGLE-MEMBER: The Company shall maintain complete and accurate books and records of the Company's business and affairs as required by the Statutes and such books and records shall be kept at the Company's Registered Office and shall in all respects be independent of the books, records and transactions of the Member. The Company's fiscal year shall be the calendar year with an ending month of December. The Member intends that the Company, as a single member LLC, shall be taxed as a sole proprietorship in accordance with the provisions of the Internal Revenue Code. Any provisions herein that may cause may cause the Company not to be taxed as a sole proprietorship shall be inoperative.