Common use of Financial Statements and Books and Records Clause in Contracts

Financial Statements and Books and Records. (a) True and complete copies of the Audited Financial Statements and the Interim Financial Statements have been delivered by the Company to Purchaser and are attached hereto as Schedule 7.7(a). The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company; (ii) present fairly the financial condition and results of operations of the Company as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and the results of the operations of the Company as of the respective dates thereof or for the respective periods covered thereby; that the Interim Financial Statements are subject to normal year-end adjustments and the absence of notes. (b) The books of account and other financial records of the Company (i) accurately reflect in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good accounting practices in all material respects. (c) There has been no change in Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, other than as set forth in the Financial Statements. Schedule 7.7(c) lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S K promulgated by the SEC) effected by Company since December 31, 2006. Except as set forth in the Financial Statements, there are no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are required to be shown in the Financial Statements in accordance with Korean GAAP. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Attached as Schedule 7.7(d) is the “Projected Closing Balance Sheet” for the Company based on an assumed Closing Date of April 26, 2007 and reasonable assumptions relating to the operation of the business conducted by the Company between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAP.

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement (Silicon Motion Technology CORP)

Financial Statements and Books and Records. (a) True and complete copies of the Audited Financial Statements and the Interim Financial Statements have been delivered by the Company Representor to Purchaser and are attached hereto as Schedule 7.7(a6.7(a). The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the CompanyCompany and Subsidiaries; (ii) present fairly the financial condition and results of operations of the Company and Subsidiaries as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean PRC GAAP applied on a basis consistent with the past practices of the CompanyCompany and Subsidiaries; and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and Subsidiaries and the results of the operations of the Company and Subsidiaries as of the respective dates thereof or for the respective periods covered thereby; provided, however, that the Interim Financial Statements are subject to normal year-end adjustments and the absence of notes. (b) The books of account and other financial records of the Company and Subsidiaries (i) accurately reflect in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean PRC GAAP applied on a basis consistent with the past practices of the CompanyCompany and Subsidiaries; (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies inaccuracies, discrepancies or discrepanciesdeficiencies; and (iii) have been maintained in accordance with good accounting practices in all material respects. (c) There has been no change in Company’s and Subsidiaries’ accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, other than as set forth in the Financial Statements. Schedule 7.7(c6.7(c) lists, and the Company Representor has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S S-K promulgated by the SEC) effected by Company and Subsidiaries since December 31, 20062014. Except as set forth in the Financial Statements, there are no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are required to be shown in the Financial Statements in accordance with Korean PRC GAAP. Except as disclosed in the Financial Statements, Company Representor is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Attached as Schedule 7.7(d6.7(d) is the “Projected Closing Balance Sheet” for the Company and Subsidiaries as of June 30, 2015 based on an assumed Closing Date of April 26June 24, 2007 2015, and reasonable assumptions relating to the operation of the business conducted by the Company and Subsidiaries between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited Financial Statements and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAP.

Appears in 2 contracts

Sources: Share Purchase Agreement, Share Purchase Agreement (Silicon Motion Technology CORP)

Financial Statements and Books and Records. (a) True Such Seller has previously delivered to the Purchaser a copy of its Financial Statements. The 1997 Financial Statements and complete copies the 1996 Financial Statements of such Seller have been audited by the Audited Sellers' Accountants, and the 1997 Tax Basis Financial Statements, the 1996 Tax Basis Financial Statements and the Interim Financial Statements have been delivered compiled by SCW&Co, and each of such Financial Statements are true and accurate in all material respects and present fairly in all material respects the Company financial position and related results of operations and cash flows of such Seller, respectively, as of the times and for the periods referred to Purchaser and are attached hereto therein, on an accrual basis or on an income tax basis, as Schedule 7.7(a). The Audited the case may be, and, in the case of the 1997 Financial Statements, 1996 Financial Statements and the Interim Financial Statements (i) were prepared Statements, in accordance with GAAP (subject, in the books case of account and other unaudited financial records of the Company; (ii) present fairly the financial condition and results of operations of the Company as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and the results of the operations of the Company as of the respective dates thereof or for the respective periods covered thereby; that the Interim Financial Statements are subject statements, to normal year-end normal, recurring audit adjustments and the absence of notes. (b) The books of account and other financial records footnotes). Such Seller will, as contemplated by Section 2.06 hereof, deliver to the Purchaser a copy of the Company (i) accurately reflect Closing Period Financial Statements. The Closing Period Financial Statements of such Seller will not be audited but, when delivered pursuant hereto, will have been prepared by SCW&Co on an accrual basis, in a manner consistent with the 1997 Financial Statements of such Seller and will be true and accurate in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; (ii) are complete and correct will present fairly in all material respectsaspects the financial position and related results of operations and cash flows of such Seller, respectively, as of the times and do not contain or reflect any material inaccuracies or discrepancies; for the periods referred to therein. All of the financial books and records (iiiother than those set forth on Schedule 4.13) of such Seller have been maintained in accordance with good accounting practices made available to the Purchaser and such books and records, on the whole, completely and fairly record in all material respects. (c) There has been no change respects the financial affairs of such Seller which should normally be recorded in Company’s accounting policies or financial books and records. As of the methods dates of making accounting estimates or changes the statements of assets, liabilities and stockholder's equity included in estimates that are material to the such Seller's 1997 Financial Statements, other than as set forth in the Interim Financial Statements. Schedule 7.7(c) lists, Statements and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S K promulgated by the SEC) effected by Company since December 31, 2006. Except as set forth in the Closing Period Financial Statements, there are no liabilitiessuch Seller has not, claims nor will have, any liabilities or obligations of any kind or nature, whether accrued, absolute, fixed or contingent, anticipated material or immaterial, or otherwise, whether due which are not fully reflected or to become duereserved against in such statements of assets, that are required to be shown liabilities and stockholder's equity or which were not incurred in the Financial Statements in accordance with Korean GAAP. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor ordinary course of any indebtedness of any other Person. (d) Attached as Schedule 7.7(d) is the “Projected Closing Balance Sheet” for the Company based on an assumed Closing Date of April 26, 2007 and reasonable assumptions relating to the operation of the business conducted by the Company between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited past practices and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAPthis Agreement.

Appears in 1 contract

Sources: Asset Purchase Agreement (Healthcare Imaging Services Inc)

Financial Statements and Books and Records. (a) True and complete correct copies of the Audited Financial Statements and Seller’s financial statements for the Interim Financial Statements have been delivered by Business for the Company to Purchaser and period ended December 31, 2013 are attached hereto as Schedule 7.7(a6.7 (the “Financial Statements”). The Audited Financial Statements are correct and the Interim Financial Statements (i) complete in all respects, were prepared in accordance with the Seller’s books of account and other financial records of the Company; (ii) records, and fairly present fairly the financial condition position and results of operations of the Company Business as of the respective dates thereof or and for the respective periods covered thereby. Since December 31, 2013, Seller has conducted the Business in the ordinary course of business and there has not been any material adverse change in the Business, the Assets, or the operations, condition or prospects of the Business. Since December 31, 2013, Seller has not (a) created or incurred any Liability except for unsecured current Liabilities under purchase orders or contracts listed on Schedule 6.7; (iiib) have been prepared in accordance with Korean GAAP applied on a basis consistent with loaned any money or otherwise pledged for the past practices credit of Seller, or mortgaged, pledged or subjected to any Encumbrance or otherwise encumbered any of the Assets; (c) suffered any losses or any other event or condition of any character adverse to the Business, or waived any rights of substantial value with respect to the Business; (d) declared or paid any dividends or made any other distribution on or in respect of, or directly or indirectly purchased, retired, redeemed or otherwise acquired any shares of, the Company’s capital stock; and (ive) include all adjustments that are necessary for a fair presentation suffered any labor disputes or organizational activity by its employees; (f) become bound by or entered into any contract, commitment or transaction other than those listed on Schedule 6.7; or (g) entered into any contract or agreement to do or perform any of the consolidated financial condition of the Company and the results of the operations of the Company as of the respective dates thereof or for the respective periods covered thereby; that the Interim Financial Statements are subject to normal year-end adjustments and the absence of notesforegoing actions. (b) The books of account and other financial records of the Company (i) accurately reflect in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; (ii) Business are complete and correct in all material respects. Seller (i) keeps books, records and do not contain or accounts that accurately, fairly and in reasonable detail reflect any material inaccuracies or discrepancies; in all respects the Assets, Liabilities and transactions of the Business and (iiiii) have been maintained maintains a system of internal accounting controls sufficient to provide reasonable assurance that all transactions of the Business are accurately and promptly recorded and that all transactions are executed in accordance with good accounting practices in all material respectsmanagement’s authorizations. (c) There has been no change in Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, other than as set forth in the Financial Statements. Schedule 7.7(c) lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S K promulgated by the SEC) effected by Company since December 31, 2006. Except as set forth in the Financial Statements, there are no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are required to be shown in the Financial Statements in accordance with Korean GAAP. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Attached as Schedule 7.7(d) is the “Projected Closing Balance Sheet” for the Company based on an assumed Closing Date of April 26, 2007 and reasonable assumptions relating to the operation of the business conducted by the Company between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAP.

Appears in 1 contract

Sources: Asset Purchase Agreement (ExOne Co)

Financial Statements and Books and Records. Buyer has been ------------------------------------------ furnished with each of the following: (a) True and complete copies of the Audited Financial Statements and the Interim Financial Statements have been delivered by the Company to Purchaser and are attached hereto as Schedule 7.7(a). The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company; (ii) present fairly the financial condition and results of operations of the Company as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; and (iv) include all adjustments that are necessary for a fair presentation of the audited consolidated financial condition balance sheet of the Company and the results of the operations of the Company as of the respective dates thereof or its subsidiaries at December 31, 1999 and for the respective periods covered thereby; that the Interim Financial Statements are subject to normal year-end adjustments period from March 22, 2000 through June 30, 2000 and the absence related audited statements of notesearnings and stockholders equity and cash flows for the fiscal periods then ended, accompanied by the notes thereto and the report thereon of Deloitte & Touche LLP and PricewaterhouseCoopers LLP, respectively (collectively, the "Audited Financials"). (b) The books of account and other financial records unaudited balance sheet of the Company and its subsidiaries at March 31, 2001 and related unaudited consolidated statements of earnings and cash flows for the nine-month period then ended (ithe "Third-Quarter Interim Financials"). (c) accurately reflect The projected preliminary estimate of the unaudited balance sheet of the Company and its subsidiaries at June 30, 2001 and the projected preliminary estimate of the related unaudited consolidated statement of earnings and stockholders equity and cash flows for the quarter ended June 30, 2001 (the "Fourth-Quarter Preliminary Interim Financials") and, together with the Third-Quarter Interim Financials and the Audited Financials, the "Company Financial Statements"). (d) The Company Financial Statements were complied as to form in all material respects items with the published rules and regulations of income the Securities and expense Exchange Commission (the "SEC") with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except (i) as set forth on Section 3.6 of the Stockholder Disclosure Schedule, (ii) with respect to the Third-Quarter Interim Financials as permitted by Form 10-Q of the SEC, and (iii) with respect to the Fourth Quarter Preliminary Interim Financials). Each of the consolidated balance sheets of the Company included in the Third-Quarter Interim Financials and the Audited Financials fairly present the consolidated financial position of the Company and its subsidiaries as of the dates thereof and reflect all claims against and all Assets debts and Liabilities liabilities of the Company and its subsidiaries, fixed or contingent, as at the date thereof, required to be reflected therein shown under U.S. GAAP, and the related statements of earnings, stockholders equity and cash flows fairly present the consolidated results of operations, stockholders' equity and cash flows for the respective periods then ended. Each subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (e) All accounts, books and ledgers material to the business of the Company and its subsidiaries taken as a whole have been properly and accurately kept and completed in accordance with Korean GAAP applied on a basis consistent with the past sound business practices of the Company; (ii) are complete and correct in all material respects, and do not contain or reflect any there are no material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good accounting practices in all material respects. (c) There has been no change in Company’s accounting policies discrepancies of any kind contained or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, other than as set forth in the Financial Statements. Schedule 7.7(c) lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S K promulgated by the SEC) effected by Company since December 31, 2006reflected therein. Except as set forth in on Section 3.6(e) of the Financial StatementsStockholder Disclosure Schedule, there are no liabilitiesneither the Company nor any of its subsidiaries has any of its records, claims systems, controls, data or obligations of information recorded, stored, maintained, operated or otherwise wholly or partly dependent on or held by any naturemeans (including any electronic, mechanical or photographic process, whether accrued, absolute, contingent, anticipated computerized or otherwise, whether due or to become due, that not) which (including all means of access thereto and therefrom) are required to be shown in not under the Financial Statements in accordance with Korean GAAP. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor exclusive ownership and direct control of any indebtedness of any other Person. (d) Attached as Schedule 7.7(d) is the “Projected Closing Balance Sheet” for the Company based on an assumed Closing Date of April 26, 2007 and reasonable assumptions relating to the operation of the business conducted by the Company between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAPor such subsidiary.

Appears in 1 contract

Sources: Stock Purchase Agreement (Marketing Services Group Inc)

Financial Statements and Books and Records. (a) True Included in the Due Diligence File are the annual financial statements for the Company as of and complete copies of for the Audited fiscal years ended December 31, 2006, December 31, 2007 and December 31, 2008. Such financial statements are hereinafter called the “Financial Statements”. It was the Seller’s intention when engaging the accounting firm noted in each report, that the Financial Statements and the Interim Financial Statements have been delivered by the Company to Purchaser and are attached hereto as Schedule 7.7(a). The Audited Financial Statements and the Interim Financial Statements (i) were be prepared in accordance with GAAP, consistently applied. To the books of account and other financial records Knowledge of the Company; (ii) present Seller, there are no entries contained in the Financial Statements which are not in accordance with GAAP, consistently applied. Each of the Financial Statements presents fairly the financial condition of the Company as of such dates and the results of operations of the Company as for such periods. The financial condition of the respective dates thereof or Company is now approximately the same as the financial condition reflected in the Financial Statements for the respective periods covered thereby; (iii) have been prepared Most Recent Fiscal Year End and as reflected in the June 30 Financial Statements, when such financial condition is taken as a whole, subject to any adjustments to balances for goodwill and/or other intangibles. It was the Seller’s intention when engaging the accounting firmnoted in each report, that the financial and other books, records, files and accounts of the Company be maintained in accordance with Korean GAAP applied on a basis consistent with prior years. To the past practices Knowledge of the Seller, there are no entries contained in the Company’s financial and other books, records, files and accounts which are not in accordance with GAAP, consistently applied. The Company’s financial and other books, records, files and accounts in all material respects: (i) are complete, in reasonable detail and accurately and fairly reflect the financial transactions of the Company, and (ii) are fairly reflected in the Financial Statements for the Most Recent Fiscal Year End and the June 30 Financial Statements. It was the Seller’s intention when engaging the accounting firm noted in each report, that the Company maintain systems of internal accounting controls sufficient to provide reasonable assurances as to the following matters (and the Seller has no Knowledge of any specific circumstances in which the Company’s accounting control systems do not provide reasonable assurance with respect to such matters): (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) include all adjustments that are necessary the recorded accountability for a fair presentation of the consolidated financial condition of the Company and the results of the operations of the Company as of the respective dates thereof or for the respective periods covered thereby; that the Interim Financial Statements are subject to normal year-end adjustments and the absence of notes. (b) The books of account and other financial records of the Company (i) accurately reflect in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent assets is compared with the past practices of the Company; (ii) are complete actual levels at reasonable intervals and correct in all material respects, and do not contain or reflect appropriate action is taken with respect to any material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good accounting practices in all material respectsdifferences. (c) There has been no change in Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, other than as set forth in the Financial Statements. Schedule 7.7(c) lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S K promulgated by the SEC) effected by Company since December 31, 2006. Except as set forth in the Financial Statements, there are no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are required to be shown in the Financial Statements in accordance with Korean GAAP. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Attached as Schedule 7.7(d) is the “Projected Closing Balance Sheet” for the Company based on an assumed Closing Date of April 26, 2007 and reasonable assumptions relating to the operation of the business conducted by the Company between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAP.

Appears in 1 contract

Sources: Share Purchase Agreement (BPO Management Services, Inc.)

Financial Statements and Books and Records. (a) True Schedule 5.5 contains true, correct and complete copies of the Audited audited balance sheets of the Company as of December 31, 2008, 2009, and 2010 and the related audited statements of income, stockholders’ equity and cash flows of the Company for the fiscal years then ended, together with the respective reports of the reviewing accountants related thereto (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP and fairly present the assets, liabilities and financial condition of the Company at December 31, 2008, 2009, and 2010 and the results of operations and cash flows of the Company for the fiscal years then ended. The Seller has also furnished the Buyer with the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of September 30, 2011 (the “Interim Balance Sheet Date”) and the related unaudited statement of income of the Company for the five-month period then ended (together with the Interim Balance Sheet, the “Interim Financial Statements”). Such Interim Financial Statements fairly present the assets, liabilities and financial condition of the Company at the Interim Balance Sheet Date and the results of operations of the Company for the nine months then ended, in each case in accordance with GAAP (subject to normal year-end adjustments, which will not be material in amount or effect). (b) The books and records of the Company, all of which have been made available to the Buyer, are true, correct and complete in all material respects and represent or reflect actual, bona fide transactions and have been maintained in accordance with sound business practices (including the maintenance of an adequate system of internal controls). The Financial Statements and the Interim Financial Statements have been delivered by the Company to Purchaser and are attached hereto as Schedule 7.7(a). The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with based on the books of account and other financial records of the Company; (ii) present fairly the financial condition and results of operations of the Company as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and the results of the operations of the Company as of the respective dates thereof or for the respective periods covered thereby; that the Interim Financial Statements are subject to normal year-end adjustments and the absence of notes. (b) The books of account and other financial records of the Company (i) accurately reflect in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good accounting practices in all material respects. (c) There has been no change in Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material made available to the Financial Statements, other than as set forth in the Financial Statements. Schedule 7.7(c) lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S K promulgated by the SEC) effected by Company since December 31, 2006. Except as set forth in the Financial Statements, there are no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are required to be shown in the Financial Statements in accordance with Korean GAAP. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor of any indebtedness of any other PersonBuyer. (d) Attached as Schedule 7.7(d) is the “Projected Closing Balance Sheet” for the Company based on an assumed Closing Date of April 26, 2007 and reasonable assumptions relating to the operation of the business conducted by the Company between the date of this Agreement and the Closing Date which shall be prepared on a basis consistent with the Audited and Interim Financial Statements, as adjusted pursuant to the Adjusted Korean GAAP.

Appears in 1 contract

Sources: Stock Purchase Agreement (Raven Industries Inc)