Financial Statements and Condition Clause Samples
Financial Statements and Condition. (a) Prior to the execution of this Agreement, Seller has delivered to Purchaser true and complete copies of the audited consolidated balance sheets of the Company and the Subsidiary as of December 31, 1994, 1995 and 1996, and the related audited consolidated statements of operations, stockholders' equity and cash flows for each of the fiscal periods then ended, certified by Seller's Accountant. All such financial statements were prepared in accordance with GAAP and fairly present in all material respects the consolidated financial condition and results of operations of the Company and the Subsidiary as of the respective dates thereof and for the respective periods covered thereby except, in the case of the unaudited financial statements, for the absence of footnotes and normal year end adjustments which an audit would reveal.
(b) Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date, since the Audited Financial Statement Date there has not been any material adverse change in the Business or Condition of the Company, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to the Company and the Subsidiary but also affect other Persons who participate or are engaged in the lines of business in which the Company and the Subsidiary participate or are engaged.
(c) Since the Audited Financial Statement Date, neither the Company nor the Subsidiary has incurred any liabilities of a kind required by GAAP to be set forth on a balance sheet and which in the aggregate are material to the Business or Condition of the Company, other than liabilities incurred in the ordinary course of business.
(d) Except as expressly authorized or required by this Agreement, since December 31, 1996 neither the Company nor the Subsidiary has, and Seller covenants and agrees that from the date of this Agreement until the Closing Date neither the Company nor the Subsidiary will have,:
(i) amended its certificate of incorporation or by-laws or comparable instruments or merged with or into or consolidated with any other Person, or changed or agreed to rearrange in any material respect the character of its business (except that the Company may amend its certificate of incorporation to change its name as contemplated by Section 12.16);
(ii) issued, sold or purchased options or rights to subscribe to, or entered into any contracts or commitme...
Financial Statements and Condition. The Borrower’s audited consolidated financial statements as of December 31, 2021, and the Borrower’s unaudited quarterly financial statements as of June 30, 2022, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited quarterly financial statements, for the absence of footnotes and for year-end audit adjustments) and fairly present in all material respects the financial condition of the Borrower and the Subsidiaries, taken as a consolidated enterprise, as at such dates and the results of their operations for the fiscal year then ended. As of the dates of such consolidated financial statements, neither the Borrower nor any Material Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto. Since December 31, 2021, no Adverse Event has occurred.
Financial Statements and Condition. The Company’s audited consolidated financial statements as at December 25, 2020, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis and fairly present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as at such dates and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of such interim financial statements, to the absence of footnotes and normal year-end adjustments). Since December 25, 2020, no Adverse Event has occurred.
Financial Statements and Condition. The Parent’s audited consolidated financial statements as of December 31, 2006, and the Borrower’s unaudited quarterly financial statements as at June 30, 2007, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis and fairly present the financial condition of the Parent, the Borrower and the Subsidiaries as at such dates and the results of their operations for the fiscal year then ended. As of the dates of such consolidated financial statements, neither the Borrower nor any Material Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto. Since December 31, 2006, no Adverse Event has occurred.
Financial Statements and Condition. The Borrower's audited consolidated financial statements as at December 31, 2001 heretofore furnished to the Banks were prepared in accordance with GAAP consistently applied throughout the periods involved (except as may be indicated in the notes thereto regarding the adoption of new accounting policies) and present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates thereof and the consolidated results of operations of the Borrower and its Subsidiaries for the respective periods then ended. The Borrower's unaudited interim financial statements as at March 31, 2002 heretofore furnished to the Banks were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements as at December 31, 2001. The Borrower's unaudited interim financial statements as at March 31, 2002 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in all material respects the consolidated financial condition and consolidated results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein except as otherwise set forth therein. As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 2001, there has been no material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.
Financial Statements and Condition. The Borrower's audited consolidated financial statements as at December 31, 1994 and its unaudited financial statements as at October 7, 1995, as heretofore furnished to the Agent, have been prepared in accordance with GAAP on a consistent basis (except for year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Borrower and its Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 1994, there has been no material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.
Financial Statements and Condition. (a) RMFE has delivered to Comercis a true, correct, and complete copy of its 10-KSB for December 31, 1999 ("Registration Statement") filed pursuant to the Securities Exchange Act of 1934, as amended (the "34 Act") which contains therein the audited balance sheet, statement of income, statement of retained earnings, and statement of cash flows of RMFE for the fiscal year ended December 31, 1999 (the "Audited Financial Statements").
(b) At or prior to Closing, RMFE shall have filed its Form 10Q for the period ended September 30, 2000, including unaudited financial statements ("Interim Statements," the Audited Financial Statements and collectively the "Financial Statements").
(c) The Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the period involved, are true, correct, and complete in all material respects, are in accordance with the books and records of RMFE and fairly present together with the notes thereto, the financial position and results of operations of RMFE for the periods therein indicated.
(d) Since the dates of the Financial Statements, there have not been, nor prior to closing will there be, any material adverse changes in the business or condition, financial or otherwise, of RMFE.
Financial Statements and Condition. (a) The financial statements of Pubco contained in the Public Record (the “Pubco Financial Statements”) have been prepared in accordance with IFRS consistently applied, are true and correct in every material respect and present fairly and accurately the financial position and results of the operations of Pubco as at the date and for the periods reported upon;
(b) The books and records of Pubco disclose all material financial transactions of Pubco, and such transactions have been fairly and accurately recorded;
(c) There are no known or anticipated material liabilities or any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments, whether or not determined or determinable, of Pubco, whether direct, indirect, absolute, contingent or otherwise, which are not disclosed or reflected in the Pubco Financial Statements except for:
(i) those incurred in the ordinary course of business of Pubco since July 31, 2016, and such liabilities are recorded in the books and records of Pubco; and
(ii) those incurred in relation to the transactions contemplated by this Agreement;
(d) Pubco has not granted any Encumbrance over its assets or in any particular asset;
(e) Pubco is not a party to any contract or agreement with any officer, director, employee, shareholder or any other Person with whom Pubco is not dealing at arm’s length (within the meaning of the Income Tax Act (Canada), nor any Affiliate of any of the foregoing, with the exception of usual compensation paid in the ordinary course of business consistent with past practice;
(f) There are no debts or amounts owing to Pubco by, nor has Pubco borrowed any monies from any of its officers, former officers, directors, former directors, shareholders, employees or former employees or any family member thereof, or any person with whom Pubco does not deal at arm’s length except for any amounts advanced to such persons for expenses incurred on behalf of Pubco in the ordinary course.
(g) Pubco has not guaranteed or agreed to guarantee any debt, liability or other obligation of any kind whatsoever of any Person; and
(h) The accounts receivable of Pubco are bona fide, good and collectible without set-off or counterclaim.
Financial Statements and Condition. (a) Prior to the execution of this Agreement, Sellers have made available to Purchaser true and complete copies of the statutory accounts of the Company for the fiscal year ended December 31, 2005 (the “Statutory Financial Statements”). Except as set forth in the notes thereto and as disclosed in Schedule 2.4(a), the Statutory Financial Statements were prepared from, are in accordance with and accurately reflect, the books and records of the Company, and have been prepared in accordance with applicable Law and fairly present in all material respects the consolidated financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject to normal recurring year-end adjustments and the absence of footnotes.
(b) Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date and as disclosed in Schedule 2.4(b), since June 30, 2006, there has not occurred: (i) any amendments or changes in the Company’s articles of incorporation and by-laws or other comparable corporate charter documents of the Company; (ii) any change by the Company in its accounting methods, principles or practices (other than changes required by applicable Law after the date of this Agreement); (iii) any sale of Assets and Properties of the Company other than (1) in the ordinary course of business or (2) dispositions of obsolete or worthless assets and sales of immaterial assets in excess of $250,000 in the aggregate; or (iv) any payment or declaration of any dividend or distribution by the Company (other than cash distributed on or prior to the Closing Date to the extent permitted under applicable Law).
Financial Statements and Condition. The audited balance sheet of the City as of December 31, 2016 and the related audited statements of earnings, changes in fund equity and cash flows of the City for the Fiscal Years then ended, and the accompanying footnotes thereon, dated December 31, 2016, reported on by BKD, LLP (“BKD”) independent certified public accountants, have been delivered to the Lender. Consistent with BKD’s opinion dated [May 27, 2016], the City believes these financial statements, as of the Effective Date, fairly present the financial condition of the City as at such dates and the results of the operations of the Airport System, for the periods covered by such statements, all in conformity with GAAP. Since December 31, 2016, there has been no material adverse change in the condition (financial or otherwise), business or operations of the Airport System or the City.