Financial Statements and Related Matters Sample Clauses

Financial Statements and Related Matters. (a) Section 5.14(a) of the Disclosure Schedule contains accurate and complete copies of the consolidated and non-consolidated reviewed balance sheet and statement of income and cash flow of Seller as of and for the years ended August 31, 2015 (the “Most Recent Fiscal Year End”) and August 31, 2014 (collectively, the “Year End Financial Statements”) and for the 4 months ended December 31, 2015 (the “Interim Financial Statements,” and together with the Year End Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with ASPE (except as disclosed in the footnotes), except for, in the case of the Interim Financial Statements, (1) normal recurring year-end adjustments that are not material and (2) the omission of footnote disclosure required by ASPE. The books and records of Seller have been maintained in accordance with sound business practice and reflect in all material respects the transactions entered into by Seller. The Financial Statements accurately and fairly present the consolidated and non-consolidated financial position and results of operations of Seller at the dates and for the periods indicated therein and are consistent with the books and records of Seller. (b) Except as described in Section 5.14(b) of the Disclosure Schedule, Seller does not have any Liabilities other than those Liabilities: (i) which are set forth or reserved for in the Financial Statements; (ii) which have arisen after the date of the Financial Statements in the Ordinary Course and are characterized as Current Liabilities as of the Closing Date that will be, in accordance with the Joint Issues and Reverse Earn Out Payment Agreement, fully reflected or reserved for in the Final Closing Balance Sheet and the calculation of Net Working Capital of the Business as of the Closing Date; (iii) which constitute Assumed Employee Liabilities that have arisen after the date of the Financial Statements in the Ordinary Course; or (iv) arising under or pursuant to the Transferred Contracts (but not Liabilities that result from, arise out of or are attributable to, any breach of any such Transferred Contract prior to Closing).

Financial Statements and Related Matters. 17 5.7 Absence of Undisclosed Liabilities................................................................................. 17 5.8 Absence of Certain Developments.................................................................................... 18 5.9

Financial Statements and Related Matters. The Stockholders have received or been given access to copies of the audited consolidated balance sheet of OSI as of December 31 2000, and the related audited consolidated statements of income, changes in stockholders' equity, and cash flows for the year then ended, together with the related audit report of PricewaterhouseCoopers LLP, the Company's independent auditors, with respect to such financial statements. The Stockholders have also received or been given access to copies of the unaudited consolidated balance sheet of OSI as of October 31, 2001 (the "OSI Most Recent Balance Sheet"), and the related unaudited statements of income, changes in stockholders' equity, and cash flows for the ten-month period ended on that date. All of the financial statements referred to in the preceding two paragraphs were prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (in the case of the interim financial statements referred to in the preceding paragraph, subject to the absence of footnotes and to adjustments consisting of normal year-end accruals, the effect of which absence of year-end accruals, both individually and in the aggregate, is not material). Each such balance sheet fairly presents the consolidated financial condition of OSI as of its date; and each such statement of income, changes in stockholders' equity, or cash flows fairly presents the consolidated results of operations, changes in stockholders' equity, or cash flows, as the case may be, of OSI for the period covered thereby. Since the date of the OSI Most Recent Balance Sheet, there has not been any material adverse change in OSI's condition (financial or otherwise), operations, business, assets, rights, liabilities, obligations, or prospects. Except to the extent reflected or reserved against in the OSI Most Recent Balance Sheet, or incurred after the date of such balance sheet in the ordinary course of business other than in connection with transactions with its Affiliates, OSI has no material liabilities or obligations of any nature, whether accrued, absolute, contingent, or otherwise (including liabilities as guarantor or otherwise with respect to obligations of others) and whether due or to become due, including in respect of matters that are the subject of other or more specific representations and warranties set forth in this Agreement.

Financial Statements and Related Matters. (a) Schedule 5.4(a) sets forth (i) the unaudited pro forma consolidated balance sheets of the Companies relating to the Contributed Assets and the Transferred Subsidiary as of December 31, 2013 (the “Balance Sheets”) and December 31, 2012, and the related statements of income for the 12 months ended December 31, 2013 and December 31, 2012 (such financial statements, collectively, the “Full-Year Financial Statements”) and (ii) the unaudited pro forma consolidated balance sheet of the Companies relating to the Contributed Assets as of March 31, 2014 and the related statement of income for the four-month period then ended (such financial statements, collectively, the “Interim Financial Statements” and, together with the Full-Year Financial Statements, the “Financial Statements”). (b) The Full-Year Financial Statements have been prepared in conformity with GAAP consistently applied (except for the absence of footnote disclosure) and fairly present in all material respects, on a pro forma basis to reflect items related to the Contributions, as of the dates thereof and for the periods then ended, the financial condition and results of operations of the Companies and the Transferred Subsidiary on a consolidated basis. The Interim Financial Statements have been prepared in conformity with GAAP consistently applied (except for the absence of footnote disclosure and subject to normal recurring year-end adjustments) and fairly present, in all material respects, on a pro forma basis to reflect items related to the Contributions, as of the dates thereof and for the periods then ended, the financial condition and results of operations of the Companies and the Transferred Subsidiary on a consolidated basis. (c) Since March 31, 2014, the Companies and the Transferred Subsidiary have made capital expenditures consistent in type and amount with the capital expenditures budgets for such period made available to HoldCo. (d) The Companies and the Transferred Subsidiary have no commitments, liabilities or obligations with respect to the Business, except (a) those which are specifically disclosed in this Agreement, (b) those which are adequately reflected or reserved against in the Balance Sheets included in the Financial Statements, (c) those which have been incurred in the Ordinary Course of Business since March 31, 2014 and which are not, individually or in the aggregate, material in amount, (d) those which have been incurred in connection with the negotiation, preparation an...

Financial Statements and Related Matters. Purchaser has made available to Seller true and complete copies of the Financial Statements and the Interim Financial Statements. The Financial Statements and the Interim Financial Statements (i) present fairly in all material respects the financial position of Purchaser and the results of operations of Purchaser as of the respective dates thereof and for the periods covered thereby and (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, subject, in the case of the Interim Financial Statements, to changes resulting from normal immaterial (in the aggregate) year-end adjustments and the absence of footnote disclosures and other presentation items, in each case the effect of which if they were prepared would not be material to Purchaser. Except as set forth in Schedule 6.10, Purchaser has no liabilities of a type required by GAAP to be set forth on a balance sheet of Purchaser, except for (x) liabilities reflected or adequately reserved against in the Interim Financial Statements and (y) liabilities incurred in the Ordinary Course since the Balance Sheet Date (excluding any liability for breach of Contract, breach of warranty, tort, infringement or violation of Laws by Purchaser or any of its Subsidiaries). The accounting controls of Purchaser have been and are sufficient to provide reasonable assurances that (1) all material transactions are executed in accordance with management’s general or specific authorization and (2) all material transactions are recorded as necessary to permit the accurate preparation of financial statements in accordance with GAAP and the accounting principles, methods and practices used in preparing the Financial Statements and the Interim Financial Statements and to maintain proper accountability for items.

Financial Statements and Related Matters. Attached hereto to the Financial Statements Schedule are the following financial statements (the “Financial Statements”): (a) the consolidated and consolidating audited balance sheet of the Bank as of December 31, 2010 and December 31, 2011 and the related statements of operation, cash flows and shareholders’ equity (or the equivalent) for the twelve (12) month period then ended; and (b) the consolidated and consolidating unaudited balance sheet of the Corporation and its Subsidiaries as of March 31, 2012 (the “Latest Balance Sheet”) and the related statements of operation, cash flows and shareholders’ equity (or the equivalent) for the three (3) month period then ended. Each of the foregoing Financial Statements (including the notes thereto, if any) is consistent with the books and records of the Corporation and its Subsidiaries (which books and records are accurate and complete in all material respects), presents fairly in all material respects the financial condition and results of operations and cash flows of the Corporation and its Subsidiaries as of the dates thereof and for the periods covered thereby and has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (subject, in the case of the unaudited Financial Statements, to the absence of footnote disclosures and, in the case of the Latest Balance Sheet, to normal year-end adjustments for recurring accruals (which shall not be material, individually or in the aggregate)).

Financial Statements and Related Matters. Set forth in Schedule 8.4 hereto is an unaudited Statement of Net Assets of the Business as at September 30, 1998 (the "Reference Statement of Net Assets") and related unaudited statements of income of the Business for the indicated period then ended. Such financial statements are collectively referred to herein as the "Financial Statements." The Financial Statements have been prepared from the books and records of the Business, and the Reference Statement of Net Assets has been prepared in accordance with (the accounting principles ("Seller's Accounting Principles") attached as Schedule 8.4, consistently applied. The accounting books and records of the Business are accurate and complete in all material respects. The Business has no direct or indirect liabilities, losses or obligations of any nature, whether absolute, accrued, contingent or otherwise, that would be required to be reflected on a balance sheet or the notes thereto prepared in accordance with GAAP consistently applied other than (i) liabilities reflected, accrued or reserved for in the Reference Statement of Net Assets; (ii) liabilities disclosed in the Schedules to this Agreement; (iii) liabilities incurred in the ordinary course of business subsequent to the date of the Reference Statement of Net Assets and not inconsistent with past practice; (iv) liabilities or performance obligations arising in the ordinary course of business (and not as a result of a breach or default by the Seller or any Purchased Subsidiary out of or under agreements, contracts, leases, arrangements or commitments to which the Seller or a Purchased Subsidiary was a party as of the Balance Sheet Date; or (v) liabilities under this Agreement.

Financial Statements and Related Matters. (a) Financial Statements. Included in the Disclosure Letter as the Financial Statements Schedule are the following financial statements: (i) the audited consolidated balance sheets of the Company as of December 31, 1996 and 1997, and the related statements of income and cash flows (or the equivalent) for the respective twelve-month periods ended December 31, 1995, 1996 and 1997; and (ii) the unaudited consolidated balance sheet of the Company as of November 30, 1998 (the "Latest Balance Sheet"), and the related statements of income and cash flows (or the equivalent) for the eleven-month period then ended. Each of the foregoing financial statements (the "Financial Statements") presents fairly, in all material respects, the Company's consolidated financial condition and results of operations as of the times and for the periods referred to therein, and has been prepared in accordance with GAAP, subject in the case of unaudited consolidated financial statements to the absence of footnote disclosure and customary year-end adjustments, none of which will be material.

Financial Statements and Related Matters. (a) Except as set forth on Section 7.13(a) of the Disclosure Schedule, the Financial Statements were prepared in accordance with GAAP consistently applied and present fairly, in all material respects, the financial position and results of operations, members’ equity and cash flow, of Seller at the dates and for the periods indicated therein, provided, however, that the Interim Financial Statements and the financial statements delivered pursuant to Section 5.3 lack footnotes, year-end adjustments (none of which would be material) and other presentation items. (b) Seller maintains and complies in all material respects with a system of accounting controls sufficient to provide reasonable assurances that: (i) its business is operated in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of Seller’s financial statements in conformity with GAAP, and to maintain accountability for items therein; (iii) access to properties and assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for items is compared with the actual levels at regular intervals and appropriate actions are taken with respect to any differences. (c) On the Most Recent Annual Balance Sheet Date, Seller had no Liability of the type which should be reflected in balance sheets (including the notes thereto) prepared in accordance with GAAP, which was not fully disclosed, reflected or reserved against in the Most Recent Annual Balance Sheet of Seller; and, except for Liabilities which have been incurred by Seller since the Most Recent Annual Balance Sheet Date in the Ordinary Course (none of which are material and none of which are a liability for breach of contract or warranty or involves a tort, infringement, claim, lawsuit or environmental, health or safety matter), since the Most Recent Annual Balance Sheet Date, Seller has not incurred any Liability. (d) All of the Accounts Receivable which are reflected in the Most Recent Annual Balance Sheet of Seller were acquired by Seller in the Ordinary Course; and all of the Accounts Receivable which have been or will be acquired by Seller since the Most Recent Annual Balance Sheet Date were or will be acquired in the Ordinary Course. Each of the Accounts Receivable that constitute Purchased Assets arose from bona fide sales of goods or services in the Ordinary Course to Persons that are not Affiliates of Sel...