Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4. (b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby. (c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing. (d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 2 contracts
Sources: Merger Agreement (Precision Therapeutics Inc.), Merger Agreement
Financial Statements; Internal Controls. (a) The Company has delivered made available to Parent SMMC in the Virtual Data Room true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, sheet of the Company Entities for the calendar years ended as of December 31, 2017 2018 and the unaudited balance sheet of the Company as of December 31, 2019, and the related statements of operations and cash flows of the Company for each of the years then ended (collectively, the “Company Audited Annual Financial Statements”), and which contain an unqualified report of the Company’s auditors. Each of the Annual Financial Statements (including the notes thereto) (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) copies fairly presents, in all material respects, the financial position, results of the unaudited consolidated financial statements, including balance sheets operations and income statements, cash flows of the Company as of and its Subsidiaries (including at the Company Foreign Subsidiaries), date thereof and for the quarter ended on March 31period indicated therein, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to except as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4otherwise noted therein.
(b) The Company has made available to SMMC in the Virtual Data Room true and complete copies of the unaudited balance sheet of the Company as of June 30, 2020 (the “Interim Financial Statements Date”), and the related unaudited statements of operations and cash flows of the Company for the six-month period then ended (icollectively, the “Interim Financial Statements”), which are attached as Section 4.07(b) of the Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered indicated (except (1) as may be indicated in such Company Financial Statements, for the omission of footnotes and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; ) and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the position, results of operations and cash flows of the Company as of and at the date thereof and for the periods covered therebyperiod indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments.
(c) Except as and to the extent set forth on the Annual Financial Statements or the Interim Financial Statements, the Company does not have any liability, debt or obligation of a nature (whether accrued, absolute, contingent or otherwise), required to be reflected on a balance sheet prepared in accordance with GAAP consistently applied and in accordance with past practice, except for: (i) liabilities that were incurred in the ordinary course of business since the Interim Financial Statements Date, (ii) liabilities or obligations disclosed in the Company Disclosure Schedule or (iii) such other liabilities and obligations which would not, individually or in the aggregate, reasonably expected to be material to the Company. The Company is not a party to, and does not have any commitment to become a party to, any contract or arrangement that would constitute an “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company on the Annual Financial Statements or the Interim Financial Statements.
(d) Since the Formation Date, (i) neither the Company nor, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
(f) All accounts receivable of the Company reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the Interim Financial Statements. To the knowledge of the Company, such accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practices. Since December 31, 2019, the Company has not modified or changed in any material respect its sales practices or methods including, without limitation, such practices or methods in accordance with which the Company sells goods, fills orders or record sales.
(g) All accounts payable of the Company reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2019, the Company has not altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment.
(h) The Company maintains a system systems of internal controls designed control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To , including policies and procedures sufficient to provide reasonable assurance: (i) that the Knowledge Company maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, since use or disposition of its assets that could have a material effect on its financial statements. The Company has made available to SMMC a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company to the Company’s independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company to record, process, summarize and report financial data. The Company has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company. Since December 31, 20152019, until there have been no material changes in the date hereof, neither Company’s internal control over financial reporting.
(i) Neither the Company nor (including any of its Subsidiaries employee thereof) nor the Company’s independent registered accountant auditors has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; Company, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (Ciii) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 2 contracts
Sources: Business Combination Agreement (BTRS Holdings Inc.), Business Combination Agreement (South Mountain Merger Corp.)
Financial Statements; Internal Controls. (a) The Company has Sellers have delivered to Parent true and complete copies of Buyer the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, statements of the Company and its Subsidiaries (including the Company Foreign Subsidiaries)as of January 29, for the quarter ended on March 31, 2018 2022 (collectively, the “Company Most Recent Annual Financial Statements,” ”). The Annual Financial Statements have been prepared in accordance GAAP consistently applied in accordance with Sellers’ and together with the Company’s past practice throughout the periods indicated. Sellers have also delivered to Buyer the unaudited consolidated balance sheet of the Company Audited Financial Statementsand its Subsidiaries as of April 23, 2023 (such date, the “Company Interim Balance Sheet Date”, and such balance sheet, the “Interim Balance Sheet”) and the unaudited consolidated statements of income, stockholder’s equity and cash flows for the period then ending (collectively, the “Interim Financial Statements”). The Interim Financial Statements are also set forth on Section 3.20 of the Disclosure Schedules. The Interim Financial Statements have been prepared in accordance with GAAP consistently applied in accordance with Sellers’ and the Company’s past practice except for the absence of footnotes and customary year-end adjustments. The Annual Financial Statements and the Interim Financial Statements (together, the “Financial Statements”) (such balance sheet being referred i) are true, correct and complete in all material respects, (ii) are in accordance in all material respects with the books and records of the Group Companies, (iii) have been prepared on a consistent basis with respect to as each period covered thereunder and (iv) fairly present in all material respects the “Company Latest Balance Sheet”)financial position of the Group Companies at the dates specified and the results of their operations for the period covered. The Company represents that all copies of the Company Notes Payable Financial Statements delivered to Buyer are set forth on Schedule 2.4true, correct and complete.
(b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout With respect to the periods covered except (1) as may be indicated addressed in such Company the Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains Business has maintained a system of internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Financial Statements. To the Knowledge of Sellers, such internal controls over financial reporting are effective in (i) ensuring that material information relating to the Business is made known to the chief executive officer and the chief financial officer and (ii) providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP in all material respects. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant The Business has identified or been made aware of: (A) any no significant deficiency deficiencies or material weakness weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Business’s ability to record, process, summarize and report financial information. For the last five (5) years, there has been no fraud in connection with the Business or its respective financial condition or results of operations that involved management or other employees of the Business who have a significant role in the Business’s internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingreporting.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 2 contracts
Sources: Asset and Equity Purchase Agreement (iMedia Brands, Inc.), Asset and Equity Purchase Agreement (iMedia Brands, Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered previously provided to Parent Acquiror true and complete copies of the (i) audited consolidated statement of financial statementsposition and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2022 and December 31, 2021, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the Company Foreign Subsidiaries)standards of the PCAOB) and with the rules and regulations of the SEC, for the quarter ended on March 31, 2018 Exchange Act and the Securities Act applicable to a registrant (collectivelythe “Audited Financial Statements” and the Audited Financial Statements together with the H1 Financial Statements to be delivered pursuant to this Agreement, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (except as may be indicated in the notes thereto and subject, in the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in accordance conformity with GAAP IFRS applied on a consistent basis throughout during the periods covered except involved (1) as may be indicated subject, in such Company the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (2iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries, (iv) in the case of the Most Recent Audited Financial Statements, such financial statements do not contain footnotes were prepared in compliance in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as may be required under GAAPof the respective dates thereof, and (3v) in the case of the Most Recent H1 Financial Statements, are subject to normal and recurring year-end adjustmentswhen delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.3, none of which are expected to be material; and (ii) fairly present, will comply in all material respectsrespects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the financial position of Exchange Act and the Company Securities Act applicable to a registrant, in effect as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebythereof.
(c) The Company maintains Pro Forma Financial Statements will, when provided, present fairly in all material respects the information shown therein, comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable thereto, in effect as of the respective dates thereof, and will have been compiled on a system basis consistent with that of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting Audited Financial Statements. The assumptions, information and data used in the preparation of financial statements for external purposes such Pro Forma Financial Statements are reasonably believed by the Company to be reasonable in accordance with GAAP. To light of current conditions and facts known to the Knowledge Company, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma Financial Statements.
(d) Neither the Company nor any director or officer of the Company or any of its Subsidiaries nor, to the knowledge of the Company, since December 31, 2015, until the date hereof, neither any independent auditor of the Company nor any of or its Subsidiaries nor the Company’s independent registered accountant Subsidiaries, has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or any of its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing.
(de) The CompanyCompany maintains a system of internal accounting controls which the Company reasonably believes is sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s auditor has general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books and records of the Company have been, and are being, maintained in all times since its engagement material respects in accordance with IFRS and any other applicable legal and accounting requirements.
(f) Except as set forth on Section 4.8(f) of the Company Disclosure Letter, there are no outstanding loans or other extensions of credit made by the Company been, or its Subsidiaries to the Knowledge any of the Company: (i) a registered public accounting firm their respective executive officers (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X Rule 3b-7 under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A or any director of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companyor its Subsidiaries.
Appears in 2 contracts
Sources: Business Combination Agreement (Bridgetown Holdings LTD), Business Combination Agreement (Bridgetown Holdings LTD)
Financial Statements; Internal Controls. (aA) The Company has delivered to Parent true and complete copies of the (i) Progressive audited consolidated financial statementsstatements (balance sheet, including balance sheets statement of income, statement of stockholders' equity and income statements, statement of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (iicash flows) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries)at December 31, 2013 and for the quarter fiscal year then ended on March 31, 2018 (collectively, the “Company Most Recent 2013 Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company 2013 Financial Statements (i) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company indicated. The 2013 Financial Statements, Statements fairly and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly accurately present, in all material respects, the consolidated financial position of the Company as of the respective dates thereof and the condition, operating results of operations and cash flows of the Company and its Subsidiaries as of December 31, 2013, and for the periods covered therebytwelve-month period then ended, and is free of material errors, misstatements and omissions. Except as set forth in the 2013 Financial Statements and as specified in the Schedule of Exceptions, the Company and its Subsidiaries have no material liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to December 31, 2013, which, individually and in the aggregate, are not material to the financial condition or operating results of the Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries maintain and will continue to maintain a standard system of accounting established and administered in accordance with GAAP.
(cB) The Company maintains has delivered to Progressive unaudited consolidated financial statements (balance sheet, statement of income, statement of stockholders’ equity and statement of cash flows) of the Company and its Subsidiaries at September 30, 2014 and for the three- and nine-month periods then ended (the “Third Quarter Financial Statements”). The Third Quarter Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with the 2013 Financial Statements. The Third Quarter Financial Statements fairly and accurately present in all material respects the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of September 30, 2014, and for the three- and nine- month periods then ended, and are free of material errors, misstatements and omissions. Except as set forth in the Third Quarter Financial Statements and as specified in the Schedule of Exceptions, the Company and its Subsidiaries had no material liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business subsequent to September 30, 2014, which, individually and in the aggregate, are not material to the financial condition or operating results of the Company and its Subsidiaries taken as a whole.
(C) The 2014 Financial Statements to be prepared by the Company pursuant to Section 2.2 (B), when delivered to Progressive, will have been prepared in accordance with GAAP applied on a consistent basis with the Company's 2013 Annual Statements, and will fairly and accurately present, in all material respects, the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of December 31, 2014, and for the twelve-month period then ended, and will be free of material errors, misstatements and omissions. Except as set forth in the 2014 Financial Statements, the Company and its Subsidiaries will have no material liabilities, contingent or otherwise as of December 31, 2014.
(D) Since December 31, 2013, there has not been, and from the date hereof through the Closing Date, there will not be, any contribution or other addition to the consolidated stockholders' equity of the Company and its Subsidiaries, or any transaction that has or will have the purpose or effect of increasing the consolidated stockholders' equity of the Company and its Subsidiaries, other than income generated by the Company's Subsidiaries in the ordinary course of their respective property and casualty insurance businesses and recurring income and realized and unrealized capital gains in the investment portfolios of the Company and its Subsidiaries.
(E) Neither the Company nor any of its Subsidiaries is a party to or bound by any note, bond, debenture or other agreement or instrument that contains any provision pursuant to which the rights or obligations of the Company or any of its Subsidiaries, as applicable, thereunder are or can be accelerated or are or can be in any manner altered as a result of any change in control of the Company or any such Subsidiary; nor would the acquisition of control of the Company or any of its Subsidiaries by Progressive or any of its Affiliates constitute a breach of or default under, or require the payment of any additional license fee or other sum under, any software license or other agreement or instrument to which the Company or any of its Subsidiaries is subject or bound.
(F) The Company and its Subsidiaries maintain a system of internal controls designed control that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP or statutory financial principles, as applicable, and in accordance with a recognized framework of internal control. To the Knowledge knowledge of the CompanyCompany and each member of the Fasteau Group, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified there are no material weaknesses or been made aware of: (A) any significant deficiency or material weakness deficiencies in the design or operation such system of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any control. Each of the foregoing.
(d) The Company’s auditor Subsidiaries has at all times since its engagement by duly complied with, and is currently in compliance with, the Company been, to the Knowledge provisions of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of NAIC’s Model Audit Rule and has taken all actions, and has made all filings with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X appropriate state insurance regulatory bodies required under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyRule.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Progressive Corp/Oh/), Stock Purchase Agreement (Xl Group PLC)
Financial Statements; Internal Controls. (a) The Company Target has delivered to Parent true and complete copies of Acquiror or its advisors (a) the (i) audited consolidated financial statements, including balance sheets and income statements, statements of the Company Entities operations of Target as of and for the calendar fiscal years ended December 31, 2017 2008 and December 31, 2009, including in each case the notes thereto, and (b)(i) the unaudited consolidated balance sheet of Target as of June 30, 2010 (the “Company Audited Target Balance Sheet”) and (ii) the unaudited consolidated statement of operations of Target for the six-month period ended June 30, 2010 ((a) and (b) collectively, the “Target Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Target Financial Statements (i) were have been prepared in accordance with GAAP (except as disclosed in the notes to the Target Financial Statements and except that the unaudited Target Financial Statements do not contain footnotes and are subject to normal recurring year-end audit adjustments (the effect of which are not individually or in the aggregate expected to be material)) applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company covered. The Target Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) Statements fairly present, in all material respectsrespects and in accordance with GAAP, the consolidated financial position condition of the Company Target as of the respective dates thereof indicated in the Target Financial Statements and the consolidated operating results of operations and cash flows of the Company Target for the periods covered therebyindicated in the Target Financial Statements, subject to normal recurring year-end audit adjustments (the effect of which are not individually or in the aggregate expected to be material) and the absence of footnotes in the case of the unaudited Target Financial Statements.
(b) Target has also delivered to Acquiror copies of (i) the audited statutory financial statements and schedules of each of the Regulated Subsidiaries as of December 31, 2008 and 2009 and for the twelve-month periods then ended and (ii) the interim statutory financial statements of each of the Regulated Subsidiaries as of June 30, 2010 and for the six-month period then ended (the financial statements described in (i) and (ii) are collectively referred to herein as the “Statutory Financial Statements”). Each of the Statutory Financial Statements has been prepared in accordance with Statutory Accounting Principles, consistently applied without modification of the accounting principles used in the preparation thereof throughout the periods presented except as noted therein. No material deficiency has been asserted by any Governmental Entity with respect to any of the Statutory Financial Statements filed by any of the Regulated Subsidiaries.
(c) The Company maintains Target and its Subsidiaries have implemented and maintain a system of internal controls designed control over financial reporting sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, without limitation, that (a) transactions are executed in accordance with management’s general or specific authorizations, (b) transactions are recorded as necessary (1) to permit preparation of financial statements in conformity with GAAP, and (2) to maintain accountability for assets, (c) access to assets is permitted only in accordance with management’s general or specific authorization, and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any significant differences. To the Knowledge of the Company, since Since December 31, 20152009, until the date hereof(I) there have not been any changes in Target’s or its Subsidiaries’ internal control over financial reporting that have materially affected, neither the Company nor or are reasonably likely to materially affect, Target’s or any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: Subsidiaries’ internal control over financial reporting; (AII) any significant deficiency or deficiencies and material weakness weaknesses in the design or operation of Target’s or any of its Subsidiaries’ internal control over financial reporting utilized by which are reasonably likely to adversely affect Target’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information have been disclosed to the Company Entities; outside auditors and the audit committee of Target, and (BIII) there has not been any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a significant role in Target’s or (C) any claim or allegation regarding any of its Subsidiaries’ internal control over financial reporting. Target and its Subsidiaries have maintained financial books and records which are substantially complete in all material respects and which reflect in all material respects the foregoingbasis of their respective financial condition and results of operations.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (HealthSpring, Inc.), Merger Agreement (HealthSpring, Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true audited statements of financial position, statements of comprehensive income, statements of changes in unitholders’ equity and complete copies statements of the (i) audited consolidated financial statements, including balance sheets and income statements, cash flows of the Company Entities Group for each of the calendar years ended December 31, 2017 2020 and December 31, 2019 (collectively, the “Company Audited Annual Financial Statements”), were prepared and (ii) copies audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP and applicable Law as at the Balance Sheet Date, except as otherwise noted therein. The unaudited statements of the unaudited consolidated financial statementsposition, including balance sheets statements of comprehensive income, statements of changes in unitholders’ equity and income statements, statements of cash flows of the Company Group as of September 30, 2021 and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter nine-month period ended on March 31September 30, 2018 2021 (collectively, the “Company Most Recent Interim Financial Statements,” and and, together with the Company Audited Annual Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to were prepared in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP and applicable Law as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4Balance Sheet Date, except as otherwise noted therein and for the absence of notes thereto as would be required by GAAP. Prior to the date hereof, true, complete and correct copies of the Financial Statements and, where applicable, the accompanying independent auditors’ reports have been made available to Acquiror.
(b) The Company Financial Statements (i) were derived from the books and records of the Company Group and prepared in accordance with GAAP applied on a consistent basis throughout the periods covered GAAP, except (1) as may be indicated in such Company Financial Statementsthe notes thereto (and, and (2) in the case of the Most Recent Interim Financial Statements, such the absence of notes) and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements do of the Company Group since December 31, 2018. The Financial Statements fairly present in all material respects the assets, liabilities, cash flow and financial condition and results of operations of the Company Group as of the times and for the periods referred to therein. Since the Balance Sheet Date, the Company Group has not contain footnotes as may be required under GAAP, (3) made any material change in the case accounting practices or policies applied in the preparation of the Most Recent Annual Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company except as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebyrequired by applicable Law or GAAP.
(c) The Company Group maintains a system of accounting and internal controls designed to provide reasonable assurance assurances regarding the reliability of the financial reporting and the preparation of the financial statements for external purposes of the Company Group in accordance in all material respects with GAAP. To Except as set forth on Schedule 4.05(c), since December 31, 2018, the Company Group (including the Company Group’s personnel and, to the Knowledge of the Company, since December 31, 2015, until independent accountants who participated in the date hereof, neither preparation or review of financial statements or the internal accounting controls employed by the Company Group) has not identified nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; Group, (Bii) any illegal act or fraud, whether or not material, that involves management of the Company’s management Company Group or other employees; any personnel involved in financial reporting or (Ciii) any written claim or allegation regarding any of the foregoing.
(d) . The Company’s auditor has at all times since its engagement financial statements, when delivered by the Company beenfor inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.02, to will comply in all material respects with the Knowledge of the Company: (i) a registered public applicable accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” requirements and with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by of the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved Securities Act in accordance with Section 201 effect as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companydate.
Appears in 2 contracts
Sources: Merger Agreement (Spring Valley Acquisition Corp.), Merger Agreement (Spring Valley Acquisition Corp.)
Financial Statements; Internal Controls. (a) The Company has delivered made available to Parent true Purchaser true, complete and complete correct copies of the (i) audited consolidated financial statements, including balance sheets and income statements, statements of the Company Entities and the Subsidiaries as of and for the calendar years ended December 31, 2017 2011, December 31, 2012 and December 31, 2013 (the most recent such date, the “Balance Sheet Date”), together with the report of the independent auditor of the Company thereon, including, in each case, a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Company Audited Financial Statements”).
(b) The Audited Financial Statements (i) have been prepared in accordance with SFRS, applied on a consistent basis (except as may be indicated in the notes thereto), and (ii) copies give a true and fair view of the unaudited consolidated financial statementsposition, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company and the Subsidiaries on a consolidated basis as of and for the respective periods covered therebyindicated.
(c) The Company maintains a system has made available to Purchaser true, complete and correct copies of internal controls designed to provide reasonable assurance regarding the reliability unaudited consolidated financial statements of financial reporting the Company and the preparation Subsidiaries as of financial and for the quarter ended June 30, 2014, including a balance sheet and statements for external purposes in accordance of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity (the “Unaudited Financial Statements” and, together with GAAP. To the Knowledge of Audited Financial Statements, the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing“Financial Statements”).
(d) The Unaudited Financial Statements (i) have been prepared in accordance with the same accounting policies and principles as those adopted in preparing the Company’s auditor has at management accounts for the preceding three years and, for those items included, such items have been calculated in a manner consistent with SFRS, and (ii) present fairly in all times since its engagement by material respects the assets, liabilities, income and cash flows of the Company beenand the Subsidiaries on a consolidated basis as of and for the periods indicated.
(e) The Company has made available to Purchaser true, to complete and correct copies of (i) the Knowledge audited consolidated financial statements of Goodwood as of and for the year ended December 31, 2013, together with the report of the independent auditor of Goodwood thereon, including a balance sheet and statements of comprehensive income (loss), cash flows and retained earnings or shareholders’ equity and related notes (the “Goodwood Audited Financial Statements”) and (ii) the unaudited consolidated management accounts of Goodwood as of and for the quarter ended March 31, 2014 (the “Goodwood Unaudited Management Accounts”).
(f) To the knowledge of the Company: , the Goodwood Unaudited Management Accounts have been prepared in accordance with the same accounting policies and principles as those adopted by Goodwood in preparing its management accounts for the preceding two years and, for those items included, such items have been calculated in a manner consistent with SFRS.
(ig) a registered public The Company has devised and maintained systems of internal accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” controls with respect to its business sufficient to provide reasonable assurances that transactions are recorded as necessary to permit the Company within the meaning preparation of Regulation S-X under the Exchange Act; and (iii) financial statements in compliance conformity with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanySFRS.
Appears in 2 contracts
Sources: Share Purchase Agreement (DHT Holdings, Inc.), Share Purchase Agreement (DHT Holdings, Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Attached as Section 2.7 of the Company Disclosure Schedule are (i) the audited consolidated financial statementsbalance sheets, including balance sheets statements of income and income statements, members’ equity and statements of cash flows of the Company Entities as of and for the calendar fiscal years ended December 31, 2017 2013 and December 31, 2012 and (ii)(1) the unaudited balance sheet of Company (the “Company Audited Financial StatementsBalance Sheet”)) as of May 31, 2014 (the “Company Balance Sheet Date”) and (ii2) copies of the unaudited consolidated financial statementsstatements of income, including balance sheets members’ equity and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), cash flows for the quarter five-month period ended on March May 31, 2018 2014, in the case of (collectivelyi) above, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statementsnotes to such financial statements (collectively, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were are consistent with the books and records of the Company; (ii) have been prepared in accordance with GAAP (except as otherwise stated therein or in the case of the unaudited Company Financial Statements, for the omission of footnotes and subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be materialcovered; and (iiiii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the position, results of operations income, members’ equity and cash flows of the Company for on a consolidated basis as of the dates indicated therein, subject to normal year-end adjustments and the absence of footnotes in the case of the unaudited Company Financial Statements. The statements of income included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto. The financial books of account of the Company have been maintained in accordance with customary business practices and fairly and accurately reflect, in all material respects, on a basis consistent with past periods through the periods covered therebyinvolved all of the material transactions of the Company, and the Company Financial Statements have been prepared and presented based upon and in conformity therewith. The Company has provided or made available to Purchaser copies of all material correspondence with its independent certified accountants since January 1, 2011.
(cb) The Company maintains and the Company Subsidiaries maintain a system of internal controls designed to provide over financial reporting that provides commercially reasonable assurance regarding that (i) records are maintained in reasonable detail and accurately and fairly reflect the reliability transactions and dispositions of financial reporting the assets of the Company and the Company Subsidiaries; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of management; (iii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for external purposes in accordance with GAAP. To the Knowledge assets and liabilities of the Company, since December 31, 2015, until the date hereof, neither Company and the Company nor any Subsidiaries; and (iv) there is prevention or timely detection of its the unauthorized acquisition, use, or disposition of assets of the Company and the Company Subsidiaries nor that would affect the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingstatements.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Financial Statements; Internal Controls. (ai) The Company Seller has previously delivered to Parent Purchaser true and complete copies of the (iA) audited consolidated financial statements, including its balance sheets and income statements, as of the Company Entities for the calendar years ended December 31, 2017 (2004, 2005 and 2006 and the “Company Audited Financial Statements”)related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (iiB) copies of the unaudited consolidated its interim monthly financial statements, including balance sheets reports and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), financial statements for the quarter period beginning after December 31, 2006 and ended on March 31September 30, 2018 2007. The documents described in clauses (A) and (B) above (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Seller Financial Statements”):
1) (such balance sheet being referred to are true, complete and correct;
2) are in accordance with the books and records of Seller;
3) present fairly and accurately the assets, liabilities, revenues, expenses and financial condition of Seller as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.dates thereof, and the results of operations for the periods then ended;
(b) The Company Financial Statements (i4) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1involved; and
5) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes have been prepared in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company .
(ii) Neither Seller nor any of its Subsidiaries nor has any material liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the Company’s independent registered accountant has identified consolidated balance sheet of Seller included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2007 or been made aware of: in connection with this Agreement and the transactions contemplated hereby.
(iii) The records, systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described below in this Section 5.02(g)(iii). Seller (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Seller, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Seller by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Seller’s outside auditors and the audit committee of Seller’s Board of Directors (y) any significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal control controls over financial reporting utilized by (as defined in Rule 13a-15 promulgated under the Company Entities; Exchange Act) that are reasonably likely to adversely affect Seller’s ability to record, process, summarize and report financial information and (Bz) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any employees who have a significant role in Seller’s internal controls over financial reporting. These disclosures were made in writing by management to Seller’s auditors and audit committee and a copy has previously been made available to Purchaser. As of the foregoing.
(d) The Companydate hereof, and except as Previously Disclosed, Seller knows of no reason related to Seller to believe that Seller’s auditor has at all times since outside auditors and its engagement by chief executive officer and chief financial officer will not be able to give the Company beencertifications and attestations required pursuant to Sections 302, to the Knowledge 404 and 906 of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification (except to extent expressly permitted by such rules and regulations); , when next due.
(iiiv) “independent” with respect Since December 31, 2006, (A) through the date hereof, neither Seller nor any of its Subsidiaries nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of it Subsidiaries or any of their respective officers, directors, employees or agents to the Company within the meaning Board of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) Directors of Section 10A Seller or any committee thereof or to any director or officer of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanySeller.
Appears in 1 contract
Sources: Merger Agreement (S&t Bancorp Inc)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Set forth on Section 3.10(a) of the Seller Disclosure Schedule is a copy of (i) the audited consolidated financial statementsstatements (balance sheets, including balance sheets statements of income, statements of cash flows and income statementsstatements of stockholders’ equity) of ISP, of its Subsidiaries and the Company Entities Excluded Subsidiaries for the calendar fiscal years ended December 31, 2017 2009 and 2010 (the “Company Audited ISP Financial Statements”), and (ii) copies the audited consolidated financial statements (balance sheets, statements of income, statements of cash flows and statements of member’s equity) of ISP Chemco LLC and its subsidiaries (collectively, “ISP Chemco”) for the fiscal years ended December 31, 2008, 2009 and 2010 (the “ISP Chemco Audited Financial Statements”) and (iii) the unaudited consolidated financial statementsstatements (balance sheet, including balance sheets statement of income and income statements, statement of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), cash flow of ISP Chemco) for the quarter three months ended on March 31April 3, 2018 2011 (collectively, the “Company Most Recent ISP Chemco Unaudited Financial Statements,” ”, and together with the Company ISP Chemco Audited Financial Statements, the “Company ISP Chemco Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company ISP Financial Statements (i) were have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, thereby and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the consolidated financial position condition and results of operations, changes in stockholders’ equity, comprehensive income (loss) and/or changes in cash flows of ISP, its Subsidiaries and the Company Excluded Subsidiaries as of the respective dates thereof or the periods then ended, as applicable. The ISP Chemco Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and fairly present, in all material respects, the consolidated financial condition and results of operations operations, changes in member’s equity, comprehensive income (loss) and changes in cash flows of ISP Chemco as of the Company for dates thereof or the periods covered therebythen ended, as applicable, subject in the case of the ISP Chemco Unaudited Financial Statements, to normal recurring year-end adjustments. ISP Chemco does not directly or indirectly own any of the capital stock of the Excluded Subsidiaries.
(cb) The Company maintains a Companies’ system of internal controls designed over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the in all material respects that transactions are recorded as necessary to permit preparation of financial statements for external purposes in accordance conformity with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingconsistently applied.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered made available to Parent GCAC in the Virtual Data Room true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended as of December 31, 2017 2019 and as of December 31, 2020, and the related statements of operations and cash flows of the Company for each of the years then ended (collectively, the “Company Audited Annual Financial Statements”), . Each of the Audited Annual Financial Statements (including the notes thereto) (i) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) copies fairly presents, in all material respects, the financial position, results of operations and cash flows of the unaudited consolidated Company and Subsidiaries as of and at the date thereof and for the period indicated therein, except as otherwise noted therein. Each of the PCAOB Audited Financials (as described in Section 7.01(a)) (including the notes thereto), when delivered in accordance with this Agreement (i) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) will fairly present, in all material respects, the financial statementsposition, including balance sheets results of operations and income statements, cash flows of the Company and its Subsidiaries (including as of and at the Company Foreign Subsidiaries), date thereof and for the quarter ended on March 31period indicated therein, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to except as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4otherwise noted therein.
(b) The Company has made available to GCAC in the Virtual Data Room true and complete copies of the unaudited balance sheet of the Company as of March 31, 2021 (the “Interim Financial Statements Date”), and the related unaudited statements of operations and cash flows of the Company for the three-month period then ended (icollectively, the “Interim Financial Statements”), which are attached as Section 4.07(b) of the Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered indicated (except (1) as may be indicated in such Company Financial Statements, for the omission of footnotes and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; ) and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the position, results of operations and cash flows of the Company and its Subsidiaries as of and at the date thereof and for the periods covered therebyperiod indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments.
(c) Except as and to the extent set forth on the Audited Annual Financial Statements or the Interim Financial Statements, or, when delivered, the PCAOB Audited Financials, the Company does not have any liability, debt or obligation of a nature (whether accrued, absolute, contingent or otherwise), required to be reflected on a consolidated balance sheet prepared in accordance with GAAP consistently applied and in accordance with past practice, except for: (i) liabilities that were incurred in the ordinary course of business since the Interim Financial Statements Date, (ii) liabilities or obligations disclosed in the Company Disclosure Schedule or (iii) such other liabilities and obligations which would not, individually or in the aggregate, reasonably expected to be material to the Company. None of the Company or any of its Subsidiaries is a party to, or has any commitment to become a party to, any contract or arrangement that would constitute an “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company on the Audited Annual Financial Statements or the Interim Financial Statements, or, when delivered, the PCAOB Audited Financials.
(d) Since the Formation Date, (i) none of the Company, any of its Subsidiaries or, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company or any of its Subsidiaries, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company, its Subsidiaries or their respective internal accounting controls, including any such complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company or any of its Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
(f) All accounts receivable of the Company or any of its Subsidiaries reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the Interim Financial Statements. To the knowledge of the Company, such accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practices. Since December 31, 2020, none of the Company or any of its Subsidiaries has modified or changed in any material respect its sales practices or methods, including such practices or methods in accordance with which the Company or any of its Subsidiaries sells goods, fills orders or record sales.
(g) All accounts payable of the Company or any of its Subsidiaries reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2020, none of the Company or any of its Subsidiaries has altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment.
(h) The Company maintains a system and its Subsidiaries maintain systems of internal controls designed control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To , including policies and procedures sufficient to provide reasonable assurance: (i) that the Knowledge Company and its Subsidiaries maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of the Company, since December 31, 2015, until the date hereof, neither ’s management and the Company nor Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on its financial statements. The Company has made available to GCAC a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company or any of its Subsidiaries to the Company’s or any of its Subsidiaries’ respective independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company or any of its Subsidiaries to record, process, summarize and report financial data. The Company has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company or any of its Subsidiaries. Since December 31, 2020, there have been no material changes in the Company’s or any of its Subsidiaries’ respective internal control over financial reporting.
(i) Neither the Company (including any employee thereof) nor the Company’s independent registered accountant auditors has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s or any of its Subsidiaries’ respective management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Sources: Business Combination Agreement (Growth Capital Acquisition Corp.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, statements of the Company and its Subsidiaries (including the Company Foreign consolidated Subsidiaries), for the quarter fiscal year ended on March December 31, 2018 2011 (collectively, the “Company Most Recent Financial Statements,” 2011 Audited Financials”) and together with each other relevant fiscal year included in the Company SEC Reports, and the unaudited consolidated financial statements for the periods subsequent to the 2011 Audited Financial StatementsFinancials (including in each case any notes thereto), included in the Company SEC Reports:
(i) complied in all material respects with applicable accounting requirements and the rules and regulations of the SEC;
(ii) were prepared in accordance with United States generally accepted accounting principles (“Company Financial StatementsGAAP”) applied on a consistent basis (such balance sheet being referred except as may be indicated in the notes to those financial statements) and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements as permitted by Form 10-Q of the “Company Latest Balance Sheet”). The Company represents that SEC; and
(iii) fairly presented (except as may be indicated in the notes thereto) in all material respects the consolidated financial position of the Company Notes Payable are set forth on Schedule 2.4and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended.
(b) The Section 4.11(b) of the Company Financial Statements Disclosure Letter contains (i) were the audited consolidated balance sheets of the Chehalis Joint Venture as of December 31, 2010 (the “Chehalis Audited Balance Sheet”), and the related audited statements of operations, shareholders’ equity and cash flows for the fiscal year then ended (together with the Chehalis Audited Balance Sheet, the “Chehalis Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Chehalis Joint Venture as of September 30, 2011 (the “Latest Balance Sheet”) and the related unaudited statement of operations, shareholders’ equity and cash flows for the period then ended (together with the Chehalis Audited Financial Statements and the Latest Balance Sheet, the “Chehalis Financial Statements”). Except (A) as may be indicated in the footnotes thereto and/or (B) in the case of unaudited Chehalis Financial Statements, for the absence of footnotes and for normal year-end adjustments, the Chehalis Financial Statements have been prepared from the books and records of the Chehalis Joint Venture in accordance with GAAP applied on a consistent basis throughout the periods covered (except (1) as may be indicated in such Company Financial Statements, the notes to those financial statements) and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presentpresented, in all material respects, the financial position of the Company as of the respective dates thereof condition and the results of operations and cash flows of the Company for entities or business to which they relate as of the dates thereof or the periods covered therebythen ended.
(c) The Company maintains a system of internal disclosure controls designed and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably effective to provide reasonable assurance regarding ensure that all material information relating to the reliability of financial reporting Company and the preparation of financial statements for external purposes its Subsidiaries required to be disclosed in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until ’s periodic reports under the date hereof, neither Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within the Company nor or any of its Subsidiaries nor Subsidiaries, and such disclosure controls and procedures are reasonably effective in timely alerting the Company’s independent registered accountant principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. The Company has identified or been made aware of: disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (Ai) any all significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal control controls over financial reporting utilized by which are reasonably likely to adversely affect the Company Entities; Company’s or any of its Subsidiary’s ability to record, process, summarize and report financial information in any material respect and (Bii) any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoinginternal controls.
(d) The Company’s auditor has at all times since its engagement by From January 1, 2009 to the date hereof, neither the Company beennor, to the Knowledge of the Company: , any Representative of the Company has received any material complaint, allegation, assertion or claim, regarding deficiencies in the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls.
(ie) a registered public accounting firm (as defined The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the Applicable Exchange. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding “extensions of credit” to directors or executive officers of the Company prohibited by Section 2(a)(12) 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); .
(iif) “independent” with respect to Section 4.11(f) of the Company within Disclosure Letter sets forth, and the meaning Company has delivered to Parent complete and correct copies of, the documents creating or governing all of the Company’s “off-balance sheet arrangements” (as defined in Item 303(a)(4) of Regulation S-X under K of the Exchange Act; and (iii) SEC), to the extent required to be reported in compliance with subsections the Company SEC Reports.
(g) through (l) of Section 10A The Company has obtained the Concord Amendment pursuant to which, subject to the satisfaction of the Exchange Act and conditions contained therein, it shall obtain an amendment to the rules and regulations promulgated Concord Mortgage Loan that consents to the transactions contemplated by this Agreement or waives any default or event of default that may arise in connection with this Agreement or the SEC and transactions contemplated hereby, extends the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 maturity of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied Concord Mortgage Loan and contains other terms, in each case, in the form set forth in Exhibit C. The Concord Amendment is in full force and effect, subject to the CompanyEnforceability Exceptions.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, sheet of the Company and its Subsidiaries (including as of December 31, 2023, and the related audited consolidated statements of operations, stockholders’ equity, and cash flows for the fiscal year ended December 31, 2023 and the consolidated balance sheet of the Company Foreign Subsidiaries)and its Subsidiaries as of September 30, 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the fiscal quarter ended on March 31September 30, 2018 2024 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) , were prepared in accordance with GAAP GAAP, applied on a consistent basis throughout for the periods covered involved (except (1) as may be indicated in such Company Financial Statementsotherwise expressly noted therein), and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company and its Subsidiaries as of the respective dates thereof and the results of their operations and cash flows for the periods then ended (except as otherwise expressly noted therein). Except as set forth on Schedule 3.12(a), there are no liabilities or obligations of the Company for or its Subsidiaries of the periods type required to be accrued on or reserved against in a consolidated balance sheet prepared in accordance with GAAP, other than (a) liabilities or obligations set forth on the face of the balance sheet as of September 30, 2024 included in the Financial Statements (such balance sheet, the “Most Recent Balance Sheet”), (b) liabilities or obligations which were incurred in the Ordinary Course of Business after the date of the Most Recent Balance Sheet (none of which are liabilities or obligations resulting from violations of Law or breaches of Contract), (c) liabilities or obligations incurred in connection with the transactions contemplated by the Definitive Documents, and (d) liabilities or obligations that, individually or in the aggregate, are not material to the Company Entities, taken as a whole. To the Knowledge of the Company, there have been no instances of fraud by any Company Entity that occurred during any period covered therebyby the Financial Statements that would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(cb) The As of the date hereof, the Company has established and maintains a system of internal controls control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) that complies with the requirements of the Exchange Act and will continue to maintain a system of internal control over financial reporting, in each case which has been designed to provide reasonable assurance assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. From the date hereof through the Plan Effective Date, the Company has continued to maintain a system of internal control over financial reporting, including (i) making and keeping accurate books and records and (ii) maintaining internal accounting controls that provide reasonable assurance that (A) transactions are executed in accordance with management’s authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management’s authorization, and (D) the reported accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(c) To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor does not have any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of their internal control over financial reporting utilized by reporting, other than any such material weaknesses with respect to which a plan for remediation has been established and other than as set forth in Schedule 3.12(b) or disclosed in the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingSEC Documents.
(d) The Company’s auditor has at all times since its engagement by As of the date hereof, the Company been, to the Knowledge of the Company: maintains disclosure controls and procedures (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act; ) that are designed to ensure that information required to be disclosed by the Company in the reports that they file and (iii) in compliance with subsections (g) through (l) of Section 10A of submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations promulgated forms, including that information required to be disclosed by the SEC Company in the reports that it files and submits under the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for Exchange Act is accumulated and communicated to management of the Company Entities that would be as appropriate to allow timely decisions regarding required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if disclosure, and such Act applied to the Companydisclosure controls and procedures are effective.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true audited statements of financial position, statements of comprehensive income, statements of changes in shareholders’ equity and complete copies statements of the (i) audited consolidated financial statements, including balance sheets and income statements, cash flows of the Company Entities for each of the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), 2019 and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March December 31, 2018 (collectively, the “Company Most Recent Audited Financial Statements,”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the Public Company Accounting Oversight Board and applicable Law as at the Balance Sheet Date, except as otherwise noted therein. Prior to the date hereof, true, complete and correct copies of the Audited Financial Statements, and the accompanying independent auditors’ reports, as applicable, have been made available to Acquiror.
(b) Prior to the date hereof the Company has made available to Acquiror true, complete and correct copies of the unaudited consolidated balance sheets and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company as of September 30, 2020 (the “Unaudited Financial Statements” and and, together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents Subject to notes and normal year-end audit adjustments that all of are not material in amount or effect, the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Unaudited Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statementsstandards, principles and (2) practices specified in the case of the Most Recent Audited Financial StatementsStatements and, such financial statements do not contain footnotes as may be required under GAAPsubject thereto, (3) in the case of the Most Recent Financial Statements, are subject to normal accordance with applicable Law and recurring year-end adjustments, none of which are expected to be material; show a true and (ii) fairly presentfair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the Company as of September 30, 2020 and (ii) the profits and losses and cash flow of the Company for the nine (9)-month period ended as of September 30, 2020.
(c) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company in the last three (3) years. The Financial Statements fairly present in all material respects the assets, liabilities, cash flow and financial condition and results of operations of the Company as of the respective dates thereof times and the results of operations and cash flows of the Company for the periods covered therebyreferred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP.
(cd) The Company maintains a system of accounting and internal controls designed to provide reasonable assurance assurances regarding the reliability of the financial reporting and the preparation of the financial statements for external purposes of the Company in accordance in all material respects with GAAP. To Within the Knowledge of the Companylast three (3) years, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor (including the Company’s personnel and independent registered accountant has accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) have not identified or nor been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; Company, (Bii) any illegal act or fraud, whether or not material, that involves management of the Company’s management Company or other employees; any personnel involved in financial reporting or (Ciii) any written claim or allegation regarding any of the foregoing.
(d) . The Company’s auditor has at all times since its engagement Audited Financial Statements and the Unaudited Financial Statements, when delivered by the Company beenfor inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.02, to will comply in all material respects with the Knowledge of the Company: (i) a registered public applicable accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” requirements and with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by of the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved Securities Act in accordance with Section 201 effect as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companydate.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Attached as Section 4.9(a) of the Company has delivered to Parent true Disclosure Letter are: true, complete and complete correct copies of the (i) the audited consolidated statement of financial statementspositions and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2022 and December 31, 2021 audited in accordance with the Singapore Financial Reporting Standards (including “SFRS”) issued by the Accounting Standards Council of Singapore (“ACS”), and the statements of profit or loss and other comprehensive income, changes in equity, and cash flows of the of the Company Foreign and its Subsidiaries), for together with the quarter ended on March 31, 2018 auditor’s reports thereon (collectively, the “Company Most Recent Audited Financial Statements,”) and (ii) no later than May 15, 2023, the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the three-month period ending March 31, 2023 (the “Q1 Financial Statements” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in accordance conformity with all applicable Laws and GAAP applied on a consistent basis throughout during the periods covered involved (except (1) as may be indicated in such Company the notes thereto and subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries and (2iv) in the case of the Most Recent Audited Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, Statements comply in all material respectsrespects with the applicable accounting requirements and with the rules and regulations of the SEC, the financial position of Exchange Act and the Company Securities Act applicable to a registrant, in effect as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebythereof.
(c) The Neither the Company maintains a system nor any director or officer of internal controls designed the Company or any of its Subsidiaries, nor to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge knowledge of the Company, since December 31, 2015, until the date hereof, neither any independent auditor of the Company nor any of or its Subsidiaries nor the Company’s independent registered accountant Subsidiaries, has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or any of its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing.
(d) The CompanyCompany maintains a system of internal accounting controls, policies and procedures (whether formal or informal) which is reasonably sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s auditor has at all times since its engagement by general or specific authorizations, (ii) that transactions are recorded, and records are maintained in reasonable detail as necessary to permit preparation of accurate financial statements in conformity with GAAP, which fairly reflect the transactions and disposition of assets of each of the Company beenand its Subsidiaries and to maintain asset accountability, (iii) that access to assets is permitted only in accordance with management’s general or specific authorization, (iv) that the Knowledge recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) that information required to be disclosed by each of the Company and its Subsidiaries is recorded and reported on a timely basis, and (vi) regarding prevention or timely detection of unauthorized acquisitions, misappropriation, use or disposition of the Company: ’s, or its Subsidiaries’ assets that could have a material effect on its financial statements (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” such materiality assessed with respect to a Company Material Adverse Effect).
(e) The books and records of the Company within the meaning of Regulation S-X under the Exchange Act; have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
(iiif) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor , and each of its Subsidiaries, do not have any outstanding loan capital and has not provided engaged in nor agreed to engage in any non-audit services for the Company Entities that financing or other transaction or act of a type which would not be required to be approved shown or reflected in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyFinancial Statements.
Appears in 1 contract
Sources: Business Combination Agreement (Aura Fat Projects Acquisition Corp)
Financial Statements; Internal Controls. (a) The Company has delivered made available to Parent Ackrell in the Virtual Data Room true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended as of December 31, 2017 (the “Company Audited Financial Statements”)2019 and as of December 31, 2020, and (ii) copies the related statements of the unaudited consolidated financial statements, including balance sheets operations and income statements, cash flows of the Company and its Subsidiaries (including for each of the Company Foreign Subsidiaries), for the quarter years then ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Annual Financial Statements”). Each of the Audited Annual Financial Statements (including the notes thereto) (such balance sheet being referred to i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the “Company Latest Balance Sheet”). The Company represents that notes thereto) and (ii) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Company Notes Payable are set forth as of and at the date thereof and for the period indicated therein, except as otherwise noted therein. Each of the PCAOB Audited Financials (as described in Section 10.01(b)) (including the notes thereto), when delivered in accordance with this Agreement (i) will be prepared in accordance with GAAP applied on Schedule 2.4a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of and at the date thereof and for the period indicated therein, except as otherwise noted therein.
(b) The Company has made available to Ackrell in the Virtual Data Room true and complete copies of the unaudited balance sheet of the Company as of June 30, 2021 (the “Interim Financial Statements Date”), and the related unaudited statements of operations and cash flows of the Company for the three-month period then ended (icollectively, the “Interim Financial Statements”), which are attached as Section 7.07(b) of the Company Disclosure Schedule. The Interim Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered indicated (except (1) as may be indicated in such Company Financial Statementsfor the omission of footnotes, certain non-GAAP measures set forth therein and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; ) and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the position, results of operations and cash flows of the Company as of and at the date thereof and for the periods covered therebyperiod indicated therein, except as otherwise noted therein and subject to normal and recurring year-end adjustments.
(c) Except as and to the extent set forth on the Audited Annual Financial Statements or the Interim Financial Statements, or, when delivered, the PCAOB Audited Financials, the Company does not have any liability, debt or obligation of a nature (whether accrued, absolute, contingent or otherwise), whether or not required to be reflected on a consolidated balance sheet prepared in accordance with GAAP consistently applied and in accordance with past practice, except for: (i) liabilities that were incurred in the ordinary course of business consistent with past practice since the Interim Financial Statements Date, (ii) liabilities or obligations disclosed in Section 7.07(c) of the Company Disclosure Schedule or (iii) such other liabilities and obligations which would not, individually or in the aggregate, reasonably be expected to be material to the Company. None of the Company is a party to, or has any commitment to become a party to, any contract or arrangement that would constitute an “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company on the Audited Annual Financial Statements or the Interim Financial Statements, or, when delivered, the PCAOB Audited Financials.
(d) Since December 31, 2018, (i) none of the Company or, to the Company’s knowledge, any director, officer, employee, auditor, accountant or Representative of the Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any such complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices and (ii) there have been no internal investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel, the Company Board or any committee thereof.
(e) To the knowledge of the Company, no employee of the Company has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law. None of the Company or, to the knowledge of the Company, any officer, employee, contractor, subcontractor or agent of the Company has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company in the terms and conditions of employment because of any act of such employee described in 18 U.S.C. sec. 1514A(a).
(f) All accounts receivable of the Company reflected on the Interim Financial Statements or arising thereafter have arisen from bona fide transactions in the ordinary course of business consistent with past practices and in accordance with GAAP and are collectible, subject to bad debts reserved in the Interim Financial Statements. To the knowledge of the Company, such accounts receivables are not subject to valid defenses, setoffs or counterclaims, other than routine credits granted for errors in ordering, shipping, pricing, discounts, rebates, returns in the ordinary course of business and other similar matters. The Company’s reserve for contractual allowances and doubtful accounts is adequate in all material respects and has been calculated in a manner consistent with past practices. Since December 31, 2020 the Company has not modified or changed in any material respect its sales practices or methods, including such practices or methods in accordance with which the Company sells goods, fills orders or record sales.
(g) All accounts payable of the Company reflected on the Interim Financial Statements or arising thereafter are the result of bona fide transactions in the ordinary course of business and have been paid or are not yet due or payable. Since December 31, 2020, none of the Company has altered in any material respects its practices for the payment of such accounts payable, including the timing of such payment.
(h) The Company maintains a system maintain systems of internal controls designed control over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To , including policies and procedures sufficient to provide reasonable assurance: (i) that the Knowledge Company maintains records that in reasonable detail accurately and fairly reflect, in all material respects, its transactions and dispositions of assets; (ii) that transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP; (iii) that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) regarding prevention or timely detection of unauthorized acquisition, since use or disposition of its assets that could have a material effect on its financial statements. The Company has made available to Ackrell a true and complete copy of any disclosure (or, if unwritten, a summary thereof) by any representative of the Company to the Company’s respective independent auditors relating to any material weaknesses in internal controls and any significant deficiencies in the design or operation of internal controls that would adversely affect the ability of the Company to record, process, summarize and report financial data. The Company has no knowledge of any fraud or whistle-blower allegations, whether or not material, that involve management or other employees or consultants who have or had a significant role in the internal control over financial reporting of the Company. Since December 31, 20152020, until there have been no material changes in the date hereof, neither Company’s respective internal control over financial reporting.
(i) Neither the Company nor (including any of its Subsidiaries employee thereof) nor the Company’s independent registered accountant auditors has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; Company, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s respective management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (Ciii) any claim or allegation regarding any of the foregoing.
(dj) The Company’s auditor has at all times since its engagement by Company does not have any Indebtedness other than the Indebtedness set forth on Schedule7.07(j), which schedule sets for the amounts (including principal and any accrued but unpaid interest or other obligations) with respect to such Indebtedness. Except as disclosed on Schedule7.07(j), no Indebtedness of the Company been, to the Knowledge of the Company: contains any restriction upon (i) a registered public accounting firm (as defined in Section 2(a)(12) the prepayment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); any of such Indebtedness, (ii) “independent” with respect to the Company within incurrence of Indebtedness by the meaning of Regulation S-X under the Exchange Act; and Company, or (iii) in compliance with subsections (g) through (l) of Section 10A the ability of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided to grant any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyLien on its properties or assets.
Appears in 1 contract
Sources: Business Combination Agreement (ACKRELL SPAC Partners I Co.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the (i) Buyer’s audited consolidated financial statements, including balance sheets and income statements, of the Company Entities statements included in Buyer’s Form 10-K for the calendar years year ended December 31, 2017 (the “Company Audited Financial Statements”), 2019 and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), statements included in Buyer’s quarterly reports on Form 10-Q for the quarter quarters ended on March 31, 2018 2020 and June 30, 2020, filed in the SEC Filings (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in accordance with GAAP generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered except (1“GAAP”) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal PCAOB standards and recurring year-end adjustments, none of which are expected to be material; and (ii) present fairly present, in all material respects, respects the financial condition and position of Buyer, taken as a whole and including all consolidation adjustments and other GAAP adjustments, as at the Company as of the respective dates thereof and the results of operations and cash flows changes in financial position of the Company Buyer for the periods covered therebyby such financial statements subject to, in the case of the interim financial statements, normal and recurring year-end adjustments that will not, individually or in the aggregate, be material, and are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies. There has been no material change in the accounting policies of Buyer since the date of the last Financial Statement.
(b) The books of account and other financial records of Buyer: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with local tax and accounting (excluding any purchase price allocation entries and other GAAP adjustments) regulations and GAAP applied on a consistent basis in accordance with the past practices of Buyer; and (ii) have been maintained in accordance with good business practices, GAAP and PCAOB requirements.
(c) The Company Buyer maintains a system systems of internal accounting controls designed sufficient to provide reasonable assurance regarding the reliability of financial reporting and the that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of consolidated financial statements for external purposes the group of entities in conformity with GAAP; and (iii) access to assets is permitted only in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Companymanagement’s independent registered accountant has identified general or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingspecific authorization.
(d) The Company’s auditor has at all times since its engagement Each SEC Filing containing financial statements was accompanied by the Company been, certifications required to be filed or submitted by Buyer’s chief executive officer and chief financial officer pursuant to the Knowledge S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇“S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”); (ii) “independent” at the time of filing or submission of each such certification, such certification was true and accurate and complied with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if and the rules and regulations promulgated thereunder; such Act applied certifications contain no qualifications or exceptions to the Companymatters certified therein and have not been modified or withdrawn; and neither Buyer nor any of its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification.
(e) Save and except as disclosed in the Financial Statements, Buyer and each of its Affiliates does not have any loans, notes or other indebtedness outstanding to any of its shareholders, officers, directors or employees, past or present, or any Person not dealing at “arm’s length” (as such term is used in the Income Tax Act (Canada)).
(f) The auditors of Buyer are independent public accountants as required by applicable securities legislation, including Article 2 of Regulation S-X, and there has not been any “reportable event” (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) or required disclosure under Item 4.01 of Form 8-K, that has not otherwise been reported, with the present or former auditor of Buyer and the auditor of Buyer has not provided any material comments or recommendations to Buyer regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by Buyer.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Bullfrog Gold Corp.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent Buyers true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended as of December 31, 2017 2011, 2012, and 2013 (including the notes thereto) and the related statements of income and cash flow and for the period then ended, together with the report thereon of Ernst & Young, certified public accountants (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March . The Company's December 31, 2018 (collectively2013 balance sheet being hereinafter referred as, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Year-End Balance Sheet.”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case has delivered to Buyers copies of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position unaudited consolidated balance sheet of the Company as of September 30, 2014 and related statements of income and cash flow for the respective dates thereof nine (9) month period then ended (collectively, the “Interim Financial Statements”). The Interim Financial Statements are subject to normal recurring year-end adjustments and the absence of notes.
(c) The financial statements referred to in Section 3.4(a) and (b) are sometimes collectively referred to in this Agreement as the “Financial Statements.” The Financial Statements fairly present in all material respects the financial condition and the results of operations and cash flows flow of the Company Acquired Companies, on a consolidated basis, as of the respective dates of and for the periods covered therebyreferred to in such financial statements, all in conformity with GAAP, subject in the case of Interim Financial Statements, to normal recurring year-end adjustments (which would not, individually or in the aggregate, be material) and the absence of notes. The Financial Statements reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. Schedule 3.4(c) contains the complete and accurate Financial Statements.
(cd) The Company maintains Except as set forth in Schedule 3.4, the Acquired Companies have in place a system of internal accounting controls designed with respect to the business conducted thereby which is sufficient to provide reasonable assurance regarding the reliability of financial reporting and that (i) all 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 for external purposes in accordance conformity with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; GAAP and (iii) in compliance recorded accountability for items is compared with subsections (g) through (l) of Section 10A of the Exchange Act actual levels at reasonable intervals and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided appropriate action is taken with respect to any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companydifference.
Appears in 1 contract
Sources: Interest Purchase Agreement (Nci Building Systems Inc)
Financial Statements; Internal Controls. (a) The Company has delivered Attached to Parent true and complete copies Section 4.5(a) of the (i) Seller Disclosure Schedule are the audited consolidated financial statements, including combined balance sheets and income statements, of the Company Entities for Business (without giving effect to the calendar years ended December 31Reorganization) as of June 30, 2017 (the “Company Audited Financial Statements”)2004 and June 30, 2005 and (ii) copies audited statements of the unaudited consolidated financial statementscombined earnings, including balance sheets group equity and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries)cash flows, for the quarter fiscal years ended on March 31June 30, 2018 2003, June 30, 2004 and June 30, 2005 (in each case, without giving effect to the Reorganization), together with all related notes and schedules thereto, accompanied by the audit report of Deloitte & Touche LLP (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that Financial Statements fairly present in all material respects the combined financial position of the Company Notes Payable are set forth on Schedule 2.4Business (without giving effect to the Reorganization) as of the respective dates thereof, and the combined results of the operations of the Business (without giving effect to the Reorganization) for the respective fiscal periods covered thereby, in each case in accordance with GAAP consistently applied during the periods involved, except as indicated in any notes thereto.
(b) Attached to Section 4.5(b) of the Seller Disclosure Schedule is the unaudited combined balance sheet of the Business (without giving effect to the Reorganization) as of December 31, 2005 and unaudited statements of combined earnings, group equity and cash flows, for the quarterly period ended December 31, 2005 (without giving effect to the Reorganization) (collectively, the “Unaudited Financial Statements”). The Company Unaudited Financial Statements fairly present in all material respects the combined financial position of the Business (iwithout giving effect to the Reorganization) were as of the date thereof, and the combined results of the operations of the Business (without giving effect to the Reorganization) for the fiscal period covered thereby, and have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout during the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presentinvolved, in all material respectsa manner consistent with Parent’s accounting policies and procedures described in Parent’s Annual Report on Form 10-K, filed August 31, 2005, by Parent with the financial position of Securities and Exchange Commission and its Quarterly Report on Form 10-Q, filed November 7, 2005, by Parent with the Company as of the respective dates thereof Securities and the results of operations and cash flows of the Company for the periods covered therebyExchange Commission (“Parent’s Accounting Policies”).
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the CompanyParent, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any no significant deficiency deficiencies or material weakness weaknesses exist in the design or operation of (i) disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Companies, including the Subsidiaries, is made known to the management of the Companies by others within those entities, or (ii) internal control controls over financial reporting utilized by (as defined in Rule 13a-15(f) of the Company Entities; (B) any illegal act or fraud, whether or not materialExchange Act), that involves would materially adversely affect the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingCompanies’ ability to record, process, summarize and report financial data.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge As of the Company: date hereof, none of the Companies or Subsidiaries has any outstanding Indebtedness, other than Indebtedness that will be discharged, terminated or cancelled pursuant to Section 6.12.
(ie) a registered public accounting firm The Companies and Subsidiaries have not made, and as of the Closing Date will not have made, any dividends or distributions that reduce the distributable reserves (as defined in Section 2(a)(12or equivalent items under local applicable Law) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect any Company or Subsidiary to the Company within the meaning a negative amount or in violation of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companyapplicable Law.
Appears in 1 contract
Financial Statements; Internal Controls. (ai) The Company Seller has previously delivered to Parent true and complete copies of (A) its balance sheets as of December 31, 2009 and 2010 and the (i) audited consolidated related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; (B) an unaudited consolidated balance sheet and related statements of operations, including balance sheets stockholders’ equity and income statements, of the Company Entities cash flows for the calendar years fiscal year ended December 31, 2017 (the “Company Audited Financial Statements”), 2011; and (iiC) copies of the unaudited consolidated its interim monthly financial statements, including balance sheets reports and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), financial statements for the quarter period beginning after December 31, 2011 and ended on March 31February 29, 2018 2012. The documents described in clauses (A)—(C) above (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Seller Financial Statements”):
1) (such balance sheet being referred to are true, complete and correct in all material respects;
2) are in accordance with the books and records of Seller in all material respects;
3) present fairly and accurately the assets, liabilities, revenues, expenses and financial condition of Seller as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.dates thereof, and the results of operations for the periods then ended;
(b) The Company Financial Statements (i4) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1involved; and
5) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes have been prepared in accordance with GAAP. To .
(ii) Neither Seller nor any of its Subsidiaries has any material liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected on or reserved against the Knowledge unaudited consolidated balance sheet of Seller for the Companyfiscal quarter and year ended December 31, 2011 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 20152011 or in connection with this Agreement and the transactions contemplated hereby.
(iii) The records, until systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 5.02(g)(iii).
(iv) Since December 31, 2011, (A) through the date hereof, neither the Company Seller nor any of its Subsidiaries nor nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Company’s independent registered accountant accounting or auditing practices, procedures, methodologies or methods of Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has identified engaged in questionable accounting or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; auditing practices, and (B) no attorney representing Seller or any illegal act or fraudof its Subsidiaries, whether or not material, that involves the Company’s management employed by Seller or other employees; or (C) any claim or allegation regarding any of the foregoingits Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of its Subsidiaries or any of their respective officers, directors, employees or agents to Seller’s Board of Directors of Seller or any committee thereof or to any Seller director or officer with a title of not less than vice president.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Sources: Merger Agreement (S&t Bancorp Inc)
Financial Statements; Internal Controls. (ai) The Company Seller has previously delivered to Parent Purchaser true and complete copies of the (iA) audited consolidated financial statements, including its balance sheets and income statements, as of the Company Entities for the calendar years ended December 31, 2017 (2004, 2005 and 2006 and the “Company Audited Financial Statements”)related statements of operations, stockholders' equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (iiB) copies of the unaudited consolidated its interim monthly financial statements, including balance sheets reports and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), financial statements for the quarter period beginning after December 31, 2006 and ended on March 31September 30, 2018 2007. The documents described in clauses (A) and (B) above (collectively, the “Company Most Recent "Seller Financial Statements,” "):
1) are true, complete and together correct;
2) are in accordance with the Company Audited Financial Statementsbooks and records of Seller;
3) present fairly and accurately the assets liabilities, the “Company Financial Statements”) (such balance sheet being referred to revenues, expenses and financial condition of Seller as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.dates thereof, and the results of operations for the periods then ended;
(b) The Company Financial Statements (i4) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1involved; and
5) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes have been prepared in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company .
(ii) Neither Seller nor any of its Subsidiaries nor has any material liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the Company’s independent registered accountant has identified consolidated balance sheet of Seller included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2007 or been made aware of: in connection with this Agreement and the transactions contemplated hereby.
(iii) The records, systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described below in this Section 5.02(g)(iii). Seller (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Seller, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Seller by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Seller's outside auditors and the audit committee of Seller's Board of Directors (y) any significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal control controls over financial reporting utilized by (as defined in Rule 13a-15 promulgated under the Company Entities; Exchange Act) that are reasonably likely to adversely affect Seller's ability to record, process, summarize and report financial information and (Bz) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any employees who have a significant role in Seller's internal controls over financial reporting. These disclosures were made in writing by management to Seller's auditors and audit committee and a copy has previously been made available to Purchaser. As of the foregoing.
(d) The Company’s auditor has at all times since date hereof, and except as Previously Disclosed, Seller knows of no reason related to Seller to believe that Seller's outside auditors and its engagement by chief executive officer and chief financial officer will not be able to give the Company beencertifications and attestations required pursuant to Sections 302, to the Knowledge 404 and 906 of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act, witho▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Action (except to extent expressly permitted by such rules and regulations); , when next due.
(iiiv) “independent” with respect Since December 31, 2006, (A) through the date hereof, neither Seller nor any of its Subsidiaries nor, to Seller's knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of it Subsidiaries or any of their respective officers, directors, employees or agents to the Company within the meaning Board of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) Directors of Section 10A Seller or any committee thereof or to any director or officer of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanySeller.
Appears in 1 contract
Sources: Merger Agreement (Ibt Bancorp Inc)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies following financial statements are attached as Section 2.3 of the Company Disclosure Schedule: (i) the audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, statements of the Company and its Subsidiaries (as of December 31, 2010 and 2009, including the balance sheet and the related statements of operations, statements of changes in stockholders’ equity and statements of cash flows of the Company Foreign Subsidiaries), and its Subsidiaries as of and for the quarter fiscal years then ended, including in each case the notes thereto, together with the report of the independent certified public accounting firm set forth therein (the “Audited Financial Statements”); and (ii) the unaudited financial statements of the Company and the Subsidiaries as of June 30, 2011, including the balance sheet and the related statement of operations, statement of changes in stockholders’ equity and statement of cash flows of the Company and its Subsidiaries as of and for the six (6) month period then ended on March 31(such financial statements, 2018 the “Unaudited Financial Statements”; the balance sheet of the Company and its Subsidiaries as of June 30, 2011, the “Reference Balance Sheet”; the date of the Reference Balance Sheet, the “Reference Balance Sheet Date”); (the Audited Financial Statements and the Unaudited Financial Statements, collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were have been prepared in accordance with GAAP GAAP, consistently applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statementsexcept, and (2) in the case of the Most Recent Unaudited Financial Statements, such financial statements do for the absence of footnotes (that, if presented, would not contain footnotes as may be required under GAAP, (3) differ materially from those included in the case of the Most Recent Audited Financial Statements, are subject to ) and normal and recurring year-year end adjustments, none of which are expected to be material; and (ii) ). The Financial Statements fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and its Subsidiaries and the results of operations and changes in cash flows as of the dates and for the periods specified. The Financial Statements have been prepared in accordance with the books and records of the Company for and its Subsidiaries. The Company and its Subsidiaries have made and kept (and given Parent access to their) books and records and accounts, in accordance with applicable Legal Requirements, which accurately and fairly reflect, in all material respects, the periods covered therebyactivities of Company and its Subsidiaries.
(cb) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of Neither the Company, since December 31any Acquired Entity or any Center Entity, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company beennor, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) , any director, officer, employee, auditor, accountant or representative of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany or any Acquired Entity or any Center Entity, has within the last three (3) years received or has otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim (other than discussions among accounting professionals in the ordinary course which were resolved in the ordinary course); (ii) “independent” with respect to , whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A or any Acquired Entity or any Center Entity or internal control over financial reporting of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided or any non-audit services for Acquired Entity or any Center Entity, including knowledge of any material complaint, allegation, assertion or claim that the Company Entities that would be required to be approved or any Acquired Entity or any Center Entity has engaged in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companyquestionable or improper accounting practices.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the Attached as Schedule 4.4 are (i) audited consolidated financial statements, including balance sheets for each Manager at December 31, 2001, 2002 and income statements2003 (provided such entities were in existence as of such date) and audited statements of income, of the Company Entities changes in owners' equity and cash flow for the calendar fiscal years ended December 31, 2017 2001, 2002 and 2003 (the “Company Audited Financial Statements”), and or such shorter periods as such entities have been in existence) (ii) copies of the unaudited consolidated such financial statements, including the footnotes contained therein, the "Manager Audited Financial Statements"), (ii) unaudited balance sheets for each Manager at June 30, 2004 and unaudited statements of income for the six months ending on June 30, 2004 (the "Manager Unaudited Financial Statements"), (iii) an audited balance sheet for the Advisor at December 31, 2003 and audited statements of income, changes in owners' equity and cash flow for the fiscal year ended December 31, 2003 (such financial statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectivelyfootnotes contained therein, the “Company Most Recent "Advisor Audited Financial Statements,” and "; and, together with the Company Manager Audited Financial Statements, the “Company "Audited Financial Statements”"), and (iv) (such an unaudited balance sheet being referred to as for the “Company Latest Balance Sheet”Advisor at June 30, 2004 and unaudited statements of income and changes in owners' equity for the six months ended June 30, 2004 (the "Advisor Unaudited Financial Statements"; and together with the Manager Unaudited Financial Statements, the "Unaudited Financial Statements"). The Company represents that all of Audited Financial Statements and Unaudited Financial Statements are collectively referred to herein as the Company Notes Payable are set forth on Schedule 2.4"Service Provider Financial Statements.
(b) " The Company Service Provider Financial Statements and the Supplemental Financial Statements (iincluding, in each case, any notes thereto if required by GAAP) were have been prepared or (when delivered) will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position condition of the Company such Service Provider as of the respective dates thereof and the results of operations and cash flows of the Company such Service Provider for the respective periods covered therebythen ended, as applicable, subject, in the case of unaudited statements, to normal or recurring year-end adjustments.
(cb) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of Based on its Subsidiaries nor the Company’s independent registered accountant most recent evaluation (i) no Service Provider has identified or been made aware of: (A) any significant deficiency or material weakness deficiencies in the design or operation of its internal control over controls which could have a material adverse effect on REIT's ability to record, process, summarize and report financial reporting utilized by the Company Entities; data with respect to such Service Provider and (Bii) no Service Provider has identified any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees of such Service Provider who have a significant role in such Service Provider's internal controls. There have been no significant changes in the internal controls of any Service Provider or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” other factors with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance any Service Provider's operations that could significantly affect internal controls with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required respect to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied Service Provider subsequent to the Companydate of its most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Appears in 1 contract
Sources: Merger Agreement (Inland Retail Real Estate Trust Inc)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Set forth in Section 4.07 of the Company Disclosure Letter are the following financial statements (collectively, the "Company Financial Statements"): (i) audited the audited, consolidated financial statements, including balance sheets and income statements, sheet of the Company Entities for the calendar years ended and its Subsidiaries as of December 31, 2017 2009 and December 31, 2010, and the related audited, consolidated statement of income and cash flows of the Company and its Subsidiaries for the fiscal years then ended (the “Company "Audited Financial Statements”"), and (ii) copies of the unaudited unaudited, consolidated financial statements, including balance sheets and income statements, sheet of the Company and its Subsidiaries as of September 30, 2011 (including the "Latest Balance Sheet"), and the related unaudited, consolidated statements of income and cash flows of the Company Foreign Subsidiaries), and its Subsidiaries for the quarter nine (9) month period then ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”, the "Interim Financial Statements"). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (ia) were prepared are derived from the underlying books and records of the Company and its Subsidiaries, and (b) present fairly in all material respects in accordance with GAAP applied on a consistent basis throughout the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis as of the times and for the periods covered except referred to therein (1) as may be indicated in such Company Financial Statementssubject, and (2) in the case of the Most Recent Interim Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustmentsaudit adjustments and the absence of footnotes and other presentation items). There were no changes in the method or application of the Company's or its Subsidiaries' accounting policies or changes in the method of applying the Company's or its Subsidiaries' use of estimates in the preparation of the Interim Financial Statements as compared with the Audited Financial Statements.
(b) The books, none records, and accounts of the Company and each of its Subsidiaries, all of which have been made available to the Buyer to the extent requested by it, are expected to be material; correct and (ii) fairly presentcomplete in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices in all material respects, the financial position . The Company's and each of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains a its Subsidiaries' system of internal controls designed over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the (i) that transactions are recorded as necessary to permit preparation of financial statements for external purposes in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with GAAP. To the Knowledge authorization of management, and (iii) regarding prevention or timely detection of the Companyunauthorized acquisition, since use, or disposition of the assets of the Company or its Subsidiaries. Since December 31, 20152010, until the date hereofno officer, neither director, or employee of the Company nor or any of its Subsidiaries nor the Company’s independent registered accountant has identified refused to execute any certification of any nature whatsoever required by Law or been made aware of: (A) requested by any significant deficiency accounting, banking, financial, or material weakness in the design legal firm or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingentity.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true Attached as Section 4.8(a) of the AARK Schedules are: true, correct and complete copies of the (i) audited the reviewed consolidated statement of financial statementspositions and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, cash flows of the Company Entities and its Subsidiaries, with the absence of year-end audit adjustments and footnotes, as of and for the calendar years ended December March, 31, 2017 2022 and March 31, 2021, (together with the PCAOB Company Financial Statements, when delivered pursuant to Section 6.3, the “Audited Company Audited Financial Statements”), ) and (ii) copies of the unaudited consolidated statement of financial statementspositions and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, cash flows of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), as of and for the quarter ended on March 31six-month period ending September 30, 2018 2022 (collectively, the “Interim Company Most Recent Financial Statements,” and together with the Audited Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Except as set forth on Section 4.8(b) of the AARK Schedules, at the Closing, the Company Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Company Financial Statements, to normal year-end adjustment (none of which would be material individually or in the aggregate) and the absence of footnotes ), (ii) were prepared in accordance conformity with GAAP applied the Generally Accepted Accounting Principles in India (“Indian GAAP”) on a consistent basis throughout during the periods covered involved (except (1) as may be indicated in such the notes thereto and subject, in the case of the Company Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its Subsidiaries and (2iv) in the case of the Most Recent Updated Company Financial Statements when delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.3, will comply in all material respects with the applicable accounting requirements (including the standards of PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as of the respective dates thereof.
(c) The Pro Forma Company Financial Statements will, when provided, present fairly in all material respects the information shown therein and will have been compiled on a basis consistent with that of the Company Financial Statements. The assumptions, information and data used in the preparation of such Pro Forma Company Financial Statements are reasonably believed by the Company to be reasonable in light of current conditions and facts known to the Company, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma Company Financial Statements.
(d) Attached as Section 4.8(d) of the AARK Schedules are: true, correct and complete copies of (i) the reviewed consolidated carve-out statement of financial positions and consolidated carve-out statements of comprehensive income and cash flows of the AARK Business as of and for the years ended March 31, 2022 and March 31, 2021 (together with the PCAOB AARK Financial Statements, such when delivered pursuant to Section 6.3, the “Audited AARK Financial Statements”) and (ii) the unaudited consolidated carve-out statement of financial positions and consolidated carve-out statements do not contain of comprehensive income and cash flows of the AARK Business as of and for the six-month period ending September 30, 2022 (the “Interim AARK Financial Statements” and together with the Audited Company Financial Statements, the “AARK Financial Statements”).
(e) Except as set forth on Section 4.8(e) of the AARK Schedules, at the Closing, the AARK Financial Statements (i) fairly present in all material respects the consolidated financial position of the AARK Business, as at the respective dates thereof, and the consolidated results of the operations, consolidated incomes and consolidated cash flows of the AARK Business for the respective periods then ended (subject, in the case of the AARK Financial Statements, to normal year-end adjustment (none of which would be material individually or in the aggregate) and the absence of footnotes ), (ii) were prepared in conformity with GAAP on a consistent basis during the periods involved (except as may be required under GAAPindicated in the notes thereto and subject, in the case of the AARK Financial Statements, to normal year-end adjustment and the absence of footnotes), (3iii) were prepared from, and are in accordance in all material respects with, the books and records of AARK and (iv) in the case of the Most Recent Updated AARK Financial StatementsStatements when delivered by AARK for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 6.3, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, will comply in all material respectsrespects with the applicable accounting requirements (including the standards of PCAOB) and with the rules and regulations of the SEC, the financial position of Exchange Act and the Company Securities Act applicable to a registrant, in effect as of the respective dates thereof thereof. The AARK Financial Statements are presented on a carve-out basis to include the historical financial position and the results of operations applicable to the AARK Business. The allocation of costs and cash flows expenses included in the AARK Financial Statements represent only a reasonable allocation methodology and are not necessarily indicative of the Company for costs and expenses that would have resulted if the periods covered therebyAARK Business had been operating as a separate entity or on a standalone basis.
(cf) The Company maintains Pro Forma AARK Financial Statements will, when provided, present fairly in all material respects the information shown therein and will have been compiled on a system basis consistent with that of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting AARK Financial Statements. The assumptions, information and data used in the preparation of financial statements for external purposes such Pro Forma AARK Financial Statements are reasonably believed by AARK to be reasonable in accordance with GAAP. To light of current conditions and facts known to AARK, the Knowledge pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma AARK Financial Statements.
(g) No Group Company, nor any director or officer of a Group Company, nor, to the knowledge of the Company, since December 31any independent auditor of a Group Company, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; each Group Company, (Bii) any illegal act or fraud, whether or not material, that involves the a Group Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by each Group Company or (Ciii) any claim or allegation regarding any of the foregoing.
(dh) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge books of account and other financial records of the Company: Group Companies have been kept accurately in all material respects in the ordinary course of business, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of the Group Companies have been properly recorded therein in all material respects. Except as set forth on Section 4.8(h) of the AARK Schedules, there has been no change in the accounting methods or practices of any Group Company since the Most Recent Balance Sheet Date. The Group Companies have established and maintain a system of internal accounting controls which are reasonably sufficient to provide reasonable assurance that (i) a registered public accounting firm (as defined in Section 2(a)(12) transactions, receipts and expenditures of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); Group Companies are executed in accordance with management’s general or specific authorizations and in accordance with applicable Laws, (ii) “independent” transactions are recorded as necessary to permit preparation of financial statements in conformity with Indian GAAP, as applicable, and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (v) that accounts, notes and other receivables and inventory are recorded accurately. The books and records of the Company within Group Companies have been, and are being, maintained in all material respects in accordance with Indian GAAP, as applicable, and any other applicable legal and accounting requirements.
(i) All accounts receivable of the meaning Group Companies (i) are bona fide and valid receivables arising from sales actually made or services actually performed and arising in the ordinary course of Regulation S-X under business, (ii) are properly reflected on the Exchange Act; books and records of the Group Companies and (iii) are not subject to any setoffs, counterclaims, credits or other offsets which are not reflected on the balance sheet of such Group Company as of the Most Recent Balance Sheet Date. No Person has any Lien on any accounts receivable or any part thereof, and no agreement for deduction, free goods or services, discount or other deferred price or quantity adjustment has been made by the Group Companies with respect to any accounts receivable other than in compliance with subsections the ordinary course of business. No accounts receivable of the Group Companies, nor any part thereof, are related to the pre-billing of any customers.
(gj) through All accounts payable of the Group Companies, whether reflected on the Financial Statements or subsequently created, are valid payables that have arisen from bona fide transactions in the ordinary course of business of the Group Companies. Since the Most Recent Balance Sheet Date, the Group Companies have paid their accounts payable in the ordinary course of business.
(lk) Section 4.8(k) of Section 10A the AARK Schedules sets forth a true, correct and complete list all of the Exchange Act Indebtedness of the Group Companies, including the identity of any obligor and/or guarantor, the aggregate principal and interest owed in respect thereof and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 maturity of each such instrument, as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied date that is one day prior to the Companydate of this Agreement.
Appears in 1 contract
Sources: Business Combination Agreement (Worldwide Webb Acquisition Corp.)
Financial Statements; Internal Controls. (a) The Company Seller has delivered made available to Parent true and complete each Purchaser copies of the of:
(i) the audited consolidated financial statements, including balance sheets statements and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated interim financial statementsstatements of Seller included in the Seller SEC Documents and such statements are complete and correct in all material respects, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered consistently applied, and fairly present (except (1) as may be indicated in such Company Financial Statements, and (2the notes thereto) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the consolidated financial position of the Company Seller and its consolidated Subsidiaries as of the respective dates thereof and the their consolidated results of operations and cash flows of the Company for the periods covered therebythen ended (except with respect to the unaudited interim financial statements for normal recurring year-end adjustments that, individually or in the aggregate, would not be material);
(ii) the Seller Financial Statements and the Indian Subsidiary Financial Statements and such statements are complete and correct in all material respects, have been prepared in accordance with GAAP consistently applied (or with respect to the Indian Subsidiary for the audited balance sheet and statement of income of the Indian Subsidiary and the footnotes thereto for the fiscal year ended March 31, 2008, in accordance with India statutory audit requirements and generally accepted accounting principles in India), and fairly present (except as may be indicated in the notes thereto) the consolidated financial position of the Sale Business as of the dates thereof and the consolidated results of operations for the periods then ended (except with respect to the unaudited interim financial statements for normal recurring year-end adjustments that, individually or in the aggregate, would not be material);
(iii) the Seller Balance Sheet, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the notes thereto) the consolidated financial position of the Sale Business as of the date thereof; and
(iv) the Seller Income Statement, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the notes thereto) the consolidated results of operation of the Sale Business for the period then ended (with a good faith estimate and allocation of the costs and expenses of Seller related to the Sale Business during such period).
(b) Seller and its Subsidiaries make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of their respective assets. The Seller’s system of internal controls over financial reporting is sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (ii) that receipts and expenditures are executed in accordance with the authorization of management, (iii) that access to assets is permitted only in accordance with management’s general or specific authorization and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Seller or any Subsidiary that would materially affect Seller’s financial statements. No significant deficiency or material weakness was identified in management’s assessment of internal controls as of March 31, 2008 or in any such assessment conducted since March 31, 2008.
(c) The Company maintains financial projections and business plan provided by Seller to each Purchaser prior to the date hereof was reasonably prepared on a system of internal controls designed basis reflecting the management’s best estimates, assumptions and judgments, at the time provided to provide reasonable assurance regarding such Purchaser, as to the reliability of future financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge performance of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingSale Business.
(d) The CompanySeller’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the ▇▇▇▇ ▇▇▇) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by Seller in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to Seller’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Seller required under the 1934 Act with respect to such reports.
(e) The audit committee of the Seller Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K.
(f) The Seller has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Seller has promptly disclosed any change in or waiver of Seller’s code of ethics with respect to any such persons, as required by Section 2(a)(12406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to . To the Company within the meaning Knowledge of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) Seller, there have been no violations of Section 10A provisions of the Exchange Act and the rules and regulations promulgated Seller’s code of ethics by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companypersons.
Appears in 1 contract
Sources: Asset Purchase Agreement (Universal Electronics Inc)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Attached hereto as Schedule 4.5(a) of the Disclosure Schedules are the following financial statements: (i) audited consolidated financial statements, including balance sheets the unaudited statement of assets and income statements, liabilities of the Company Entities as of September 30, 2019 and the related statement of revenues and expenses of the Company for the calendar years ended nine months then ended, (ii) the unaudited statements of assets and liabilities of the Company as of December 31, 2017 2018 (the “Company’s Reference Balance Sheet”) and as of December 31, 2017, and the related statement of revenues and expenses of the Company Audited for the fiscal years then ended, (iii) the unaudited statements of revenues and expenses of K Skin as of September 30, 2019 and the related statement of revenues and expenses of K Skin for the nine months then ended (which, together with the Company unaudited balance sheet as of September 30, 2019 and the related statement of revenues and expenses for the nine months then ended, the “Interim Financial Statements”) and (iv) the unaudited statement of revenues and expenses of K Skin as of December 31, 2018 (the “K Skin’s Reference Balance Sheet” together with the Company’s Reference Balance Sheet, the “Business Group Companies Reference Balance Sheets”), and the related statement of revenues and expenses of K Skin for the fiscal year then ended (the financial statements referred to in (i), (ii), (iii), (iv), collectively, the “Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered Accounting Principles consistently applied, except (1) as may be indicated in such Company for the Interim Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, which are subject to normal and recurring normal, year-end adjustmentsadjustments to record operating expense on an accrual basis, none of which are expected to be not in the aggregate material; . The Financial Statements are consistent with the books of account and (ii) other financial records of the Business Group Companies and are accurate and complete in all material respects and fairly present, in all material respects, the financial position of the Company Business Group Companies as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebyreferenced therein.
(cb) The Company maintains a system of Business Group Companies maintain, (i) books and records reflecting its assets and liabilities that are accurate in all material respects and (ii) adequate and effective internal accounting controls designed to which provide reasonable assurance regarding that (A) the reliability control objectives have minimized the risk of material financial reporting and misstatement, (B) all material information concerning the Business Group Companies is made known on a timely basis to the individuals responsible for the preparation of financial statements for external purposes the Financial Statements, (C) access to the properties and assets of the Business Group Companies is permitted only in accordance with GAAP. To management’s authorization and (D) all transactions are executed with management’s authorization and accurately recorded in the Knowledge correct period as necessary to permit the preparation of the Financial Statements and disclosures in conformity with the Accounting Principles. During the past two (2) years, no director or officer of any Business Group Company or non-officer employee, external auditor, external accountant or similar authorized Representative of any Business Group Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified received or otherwise been made aware of: (A) of any significant deficiency material complaint, allegation or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraudclaim, whether written or not materialoral, that involves regarding the accounting or auditing practices, procedures, methodologies or methods of any Business Group Company or any Business Group Company’s management internal accounting controls, including any material complaint, allegation or other employees; claim that any Business Group Company has engaged in questionable accounting or (C) any claim or allegation regarding any of the foregoingauditing practices.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Sources: Purchase Agreement (Coty Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true Purchaser true, correct and complete copies of the (i) its audited consolidated financial statements, including balance sheets of PCS Intermediate Holdings, LLC, a Delaware limited liability company and wholly-owned direct Subsidiary of the Company (“PCS Intermediate Holdings”), and its subsidiaries (all of which are wholly-owned indirect Subsidiaries of the Company) and related income statements, statements of the Company Entities cash flow and statements of stockholders’ equity (or equivalent thereof) as of and for the calendar years ended December 31, 2017 2021, December 31, 2022 and its unaudited consolidated balance sheets and related income statements, statements of cash flow and statements of stockholders’ equity (or equivalent thereof) as of the eight month period ended August 31, 2023 (the unaudited balance sheet as of August 31, 2023, the “Company Audited Latest Balance Sheet”, and such financial statements collectively, the “Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (iincluding any related notes and schedules) were are accurate and complete as presented in all material respects, are based upon the books and records of PCS Intermediate Holdings, and have been prepared from and in accordance with the books of account and financial records of PCS Intermediate Holdings and the Subsidiaries and in accordance with GAAP applied on a consistent basis throughout the periods covered indicated, except (1as set forth on Schedule 3.11(a) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Disclosure Schedules and that the August 31, 2023 Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, Statements are subject to normal and recurring year-end adjustments, audit adjustments (none of which are would reasonably be expected to be material; , individually or in the aggregate). The Financial Statements fairly present the consolidated financial condition, cash flows and operating results of PCS Intermediate Holdings and its Subsidiaries (iitaken as whole) fairly presentas of the dates, and for the periods, indicated therein. Except (a) as set forth on the face of the Latest Balance Sheet or (b) as set forth on Schedule 3.11(a) of the Disclosure Schedules, PCS Intermediate Holdings and the Subsidiaries have no liabilities or obligations, contingent or otherwise, liquidated or unliquidated, known or unknown other than liabilities incurred in the ordinary course of business since the date of the Latest Balance Sheet (none of which relates to or arises from any violation of Law, breach of Contract, tort, infringement, or misappropriation), which, in all such cases, individually and in the aggregate are not material respectsto the consolidated financial condition and operating results of PCS Intermediate Holdings and the Subsidiaries. Except as set forth on Schedule 3.11(a) of the Disclosure Schedules, the financial position Company, PCS Intermediate Holdings and the Subsidiaries (taken as whole) maintain and will continue to maintain a standard system of accounting established and administered to permit preparation of the Company as of the respective dates thereof financial statements in accordance with GAAP. The Company, PCS Intermediate Holdings and the results of operations Subsidiaries have established and cash flows of the Company for the periods covered thereby.
(c) The Company maintains maintain a system of internal accounting controls designed that are in all material respects sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPGAAP consistently applied. To Neither the Company nor, to the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s or its Subsidiaries’ directors, officers, auditors or independent registered accountant accountants has identified or been made aware of: of (A) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting utilized by the Company Entitiesand its Subsidiaries that has not been subsequently remediated; or (B) any illegal act or fraud, whether or not material, fraud that involves the Company’s or its Subsidiaries’ management or other employees; employees who have a role in the preparation of financial statements or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement internal control over financial reporting utilized by the Company beenand its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract relating to any transaction or relationship between or among the Knowledge Company and/or any of its Subsidiaries, on the Company: (i) a registered public accounting firm one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, or any “off-balance sheet arrangement” (as defined in Section 2(a)(12Item 303(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations K promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanySEC).
Appears in 1 contract
Sources: Unit Purchase Agreement (Instructure Holdings, Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true the Investors (i) complete and complete correct copies of the (i) audited consolidated financial statements, including balance sheets and income statements, sheet of the Company Entities for the calendar years ended and its consolidated subsidiaries as of December 31, 2017 (2016, and the “Company Audited Financial Statements”)related consolidated statements of income and shareholders’ equity and statements of cash flows for the fiscal year then ended, including the footnotes thereto, certified by independent certified public accountants, and (ii) copies of the unaudited consolidated financial statementsbalance sheet of the Company and its consolidated Subsidiaries as of September 30, including 2017, and the related unaudited consolidated statements of income and shareholders’ equity and statements of cash flows for the nine month period then ended (the documents in clauses (i) and (ii) collectively the “Financial Statements”).
(b) Each of the consolidated balance sheets contained in the Financial Statements fairly presents in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income statementsand shareholders’ equity and statements of cash flows included in the Financial Statements fairly presents in all material respects the consolidated results of operations, shareholders’ equity or cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods to which they relate (including subject, in the Company Foreign Subsidiariescase of any unaudited interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in each case in accordance with GAAP applied on a consistent basis throughout during the periods covered involved, except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebynoted therein.
(c) The Since the date of the latest financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (the “Company Form 10-Q”) and except as disclosed therein, neither the Company nor any of its Subsidiaries has (i) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or action or Order from any applicable Governmental Authority, (ii) issued or granted any securities (other than pursuant to (x) employee benefit plans, qualified stock option plans, other employee compensation plans or non-employee director compensation programs in existence on the date hereof and described in the Company Form 10-Q or (y) options, warrants or rights outstanding on the date hereof), (iii) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (iv) entered into any transaction not in the ordinary course of business (other than as described in the Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)), or (v) declared or paid any dividend on its Capital Stock, and, since such date, there has not been any change in the Equity Interests or long-term debt of the Company or any of its Subsidiaries (other than as described in the Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)) or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Company and its Subsidiaries, taken as a whole, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(d) Except as set forth in Section 3.5(d) of the Disclosure Schedule, the Company maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To Except as set forth in Section 3.5(d) of the Knowledge Disclosure Schedule, the Company maintains internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by EKS&H LLP and the audit committee of the board of directors of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor there were no material weaknesses in the Company’s independent registered accountant internal controls.
(e) Except as set forth in Section 3.5(e) of the Disclosure Schedule, since the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by EKS&H LLP and the audit committee of the board of directors of the Company, (i) the Company has identified not been advised of or been made become aware of: of (Ax) any significant deficiency or material weakness deficiencies in the design or operation of internal control over financial reporting utilized by controls, that could adversely affect the ability of the Company Entities; or any of its Subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (By) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any employees who have a significant role in the internal controls of the foregoing.
(d) The Company’s auditor has at all times since Company and each of its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act)Subsidiaries; and (ii) “independent” there have been no significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with respect regard to the Company within the meaning of Regulation S-X under the Exchange Act; significant deficiencies and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companymaterial weaknesses.
Appears in 1 contract
Sources: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true Attached as Section 5.8(a) of the SIM Disclosure Letter are true, correct and complete copies of the (i) the audited consolidated financial statements, including balance sheets and income statements, of the Company Entities SIM Group as of December 31, 2017 and December 31, 2016 and the audited consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit) and cash flows of the SIM Group for the calendar years ended December 31, 2017 2017, December 31, 2016 and December 31, 2015 (collectively, the “Company SIM Audited Financial Statements”), and (ii) copies of the draft unaudited consolidated financial statements, including balance sheets and income statementsstatements of operations and comprehensive loss, stockholders’ equity and cash flows of the Company SIM Group as of and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31June 30, 2018 (collectively, the “Company Most Recent SIM Unaudited Financial Statements,” and and, together with the Company SIM Audited Financial Statements, the “Company SIM Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Except as set forth in Section 5.8(b) of the SIM Disclosure Letter, the SIM Financial Statements (i) fairly present in all material respects the consolidated financial position of the SIM Group, as at the respective dates thereof, and the consolidated results of operations, income, changes in stockholders’ equity (deficit) and cash flows for the respective periods then ended (subject, in the case of the SIM Unaudited Financial Statements, to the absence of normal year-end audit adjustments (none of which is expected to be material) and the absence of footnotes), (ii) were prepared in accordance conformity with GAAP IFRS applied on a consistent basis throughout during the periods covered except involved (1) except, in the case of the SIM Audited Financial Statements, as may be indicated in such Company the notes thereto and subject, in the case of the SIM Unaudited Financial Statements, to the absence of footnotes and normal year-end audit adjustments (2none of which is expected to be material)), (iii) in the case of the Most Recent SIM Audited Financial Statements, such financial statements do not contain footnotes as may be required under GAAPwere audited in accordance with IFRS, (3iv) were prepared from, and are in accordance with, the Books and Records of the SIM Group and (v) when delivered by SIM for inclusion in the case Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.7, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the Most Recent SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof.
(c) The SIM Group maintains and, for all periods covered by the SIM Financial Statements, are subject to normal has maintained (i) Books and recurring year-end adjustments, none Records of which are expected to be material; the SIM Group in the ordinary course of business that accurately and fairly reflect the transactions and dispositions of the assets of the SIM Group in all material respects and (ii) fairly presenta system of internal accounting controls sufficient to provide, in all material respects, the financial position reasonable assurances (w) that transactions, receipts and expenditures of the Company SIM Group are being executed and made only in accordance with appropriate authorizations of management of SIM, (x) that transactions are recorded as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains a system of internal controls designed necessary to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of financial statements in conformity with IFRS and to maintain accountability for external purposes in accordance with GAAP. To the Knowledge assets, (y) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companyassets of the SIM Group and (z) that accounts, since December 31notes and other receivables and Inventory are recorded accurately. Since January 1, 2015, until no member of the date hereof, neither the Company nor SIM Group has received from its independent auditors any written notification of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: any (Ax) any “significant deficiency or material weakness deficiency” in the design or operation of internal control controls over financial reporting utilized by of the Company Entities; SIM Group, (By) any illegal act “material weakness” in the internal controls over financial reporting of the SIM Group or (z) fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any employees of the foregoingSIM Group who have a significant role in the internal controls over financial reporting of the SIM Group.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge Except as set forth in Section 5.8(d) of the Company: (i) SIM Disclosure Letter, no member of the SIM Group is a registered public accounting firm party to any “off-balance sheet arrangement” (as defined in Section 2(a)(12Item 303(a) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations K promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanySEC).
Appears in 1 contract
Sources: Business Combination Agreement (Saban Capital Acquisition Corp.)
Financial Statements; Internal Controls. (a) The Company SPX has delivered to Parent true and complete copies GE the unaudited combined balance sheets of the (i) audited consolidated financial statementsEST Business as at December 31, including balance sheets 2002 and 2003 and September 30, 2004, and the unaudited combined statement of income statements, of the Company Entities EST Business for the calendar fiscal years ended December 31, 2017 2002 and 2003 and the nine-month period ended September 30, 2004 (collectively, the “Company Audited Financial Statements”), and (ii) copies a copy of each of which is included in the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”)Disclosure Schedule. The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared from and in accordance with GAAP applied on a consistent basis throughout the books and records of the EST Companies and present fairly in all material respects the combined financial position and combined results of operations of the EST Business as at the respective dates indicated and for the respective periods covered then ended in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied, except (1) as may be indicated set forth in such Company Financial StatementsExhibit 3.9(a), and (2) in except that the case of the Most Recent Financial Statements, such financial interim statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-year end adjustments, adjustments (none of which are expected will be, individually or in the aggregate, material to be material; the EST Business, taken as a whole). The combined statements of cash flows for the fiscal years ended December 31, 2002 and (ii) fairly present2003 and the nine-month period ended September 30, 2004 included in the Disclosure Schedule have been prepared from and in accordance with the books and records of the EST Companies and from the Financial Statements for internal purposes. The books and records of the EST Companies, in all material respects, (i) accurately reflect the transactions and accounts of the EST Business and (ii) have been and are being maintained in accordance with good business practices and all applicable Laws and accounting requirements. When delivered to GE in accordance with Section 5.13, the Audited Financial Statements will have been prepared in accordance with the procedures set forth in Exhibit 5.13, and will present fairly in all material respects the combined financial position of the Company EST Business as of the respective dates thereof at September 30, 2004 and the combined results of operations and cash flows flow of the Company EST Business for the twelve months ended September 30, 2004 on the basis set forth on Exhibit 5.13.
(b) SPX has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) and internal control over financial reporting (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) in the EST Business that are designed, in all material respects, to ensure that information material to SPX relating to the EST Business required to be disclosed by SPX in the reports that it files or submits under the Exchange Act is accumulated and communicated to SPX to allow timely decisions regarding required disclosure; and such disclosure controls and procedures are effective, in all material respects, to ensure that information material to SPX relating to the EST Business required to be disclosed by SPX in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods covered therebyspecified in Securities and Exchange Commission rules and forms.
(c) The Company maintains EST Companies, in all material respects, (i) keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the EST Business and (ii) maintain a system of internal accounting controls designed sufficient to provide reasonable assurance regarding the reliability of financial reporting and the assurances that (w) transactions are executed in accordance with management’s general or specific authorization; (x) transactions are recorded as necessary (1) to permit preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: GAAP and (A2) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entitiesto maintain accountability for assets; (By) access to assets is permitted only in accordance with management’s general or specific authorization; and (z) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingmaterial differences.
(d) The Company’s auditor has at all times since its engagement by Since December 31, 2003, none of the Company beenEST Companies nor, to the Knowledge SPX’s knowledge, any director, officer, agent, employee or other Person acting on behalf of any of the Company: EST Companies, has (i) a registered public accounting firm (as defined used any corporate or other funds for contributions, payments, gifts or entertainment, or made any expenditures, which, in Section 2(a)(12) the case of any of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect foregoing, would be unlawful, relating to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) political activity to government officials or others or established or maintained any unlawful or unrecorded funds in compliance with subsections (g) through (l) violation of Section 10A 30A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided or (ii) accepted or received any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 unlawful contributions, payments, gifts or entertainment expenditures.
(e) Since December 31, 2003, none of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied EST Companies nor, to SPX’s knowledge, any director, officer, employee, auditor, accountant or representative of any of them, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of any of the EST Companies or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that any of the EST Companies has engaged in questionable accounting or auditing practices, and (ii) no attorney representing SPX or any of the other EST Companies, whether or not employed by SPX or any of the other EST Companies, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by any of the EST Companies or any of their respective officers, directors, employees or agents to the Board of Directors of SPX or any other EST Company or any committee thereof or to any director or officer of SPX or any other EST Company.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Copies of the (i) Company’s audited consolidated financial statements, including balance sheets and income statements, statements consisting of the Company Entities consolidated balance sheet of the Acquired Companies as at December 31 in each of the years 2012, 2013 and 2014, and the related statements of income and retained earnings, shareholders’ equity and cash flow for the calendar years then ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, statements consisting of the Company and its Subsidiaries (including consolidated balance sheet of the Company Foreign Subsidiaries), for the quarter ended on Acquired Companies as at March 31, 2018 2015 (collectivelythe “Balance Sheet” and the date of such Balance Sheet, the “Company Most Recent Balance Sheet Date”) and the related statements of income and retained earnings, shareholders’ equity and cash flow for the three-month period then ended (together with the Balance Sheet, the “Interim Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred have been delivered or made available to as Buyer in the “Company Latest Balance Sheet”)Data Room. The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statementsinvolved, and (2) subject, in the case of the Most Recent Interim Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustmentsadjustments and the absence of notes. The Financial Statements are true, none of which are expected to be material; accurate and (ii) fairly present, complete in all material respects, respects and fairly present in all material respects the consolidated financial position condition of the Company Acquired Companies as of the respective dates thereof they were prepared and the consolidated results of the operations and cash flows of the Company Acquired Companies for the periods covered thereby.
(c) indicated. The Company maintains Acquired Companies maintain a system of internal accounting controls designed sufficient to provide reasonable assurance regarding assurances that (a) transactions engaged in by the reliability Acquired Companies are executed in compliance with the general policies of financial reporting and the preparation Acquired Companies and/or the general or specific authorizations of financial statements for external purposes management of the Acquired Companies, (b) access to assets of the Acquired Companies is permitted only in accordance with GAAP. To the Knowledge general policies of the CompanyAcquired Companies, since December 31and (c) all intercompany transactions, 2015charges and expenses among or between the Acquired Companies and/or their respective Affiliates are accurately reflected at fair arms’ length value on the books and records of the Acquired Companies. The Leases listed in Section 3.10 of the Disclosure Schedules have been amended as set forth therein (the “Lease Amendments”). Such Lease Amendments did not require any amendments to the Financial Statements and Buyer, until the date hereof, neither the Company nor any and the Sellers agree no restatement of its Subsidiaries nor the Financial Statements is required solely as a result of either the Company’s independent registered accountant has identified historical accounting treatment of its Leases or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingLease Amendments.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Sources: Stock Purchase Agreement (Amc Entertainment Holdings, Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Section 3.5(a) of the Company Disclosure Letter sets forth or will, upon delivery in accordance with Section 5.5(a), set forth (i) the audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries as of December 31, 2019 and the audited consolidated statement of operations, statements of comprehensive income (including loss), statements of stockholders’ equity and statements of cash flows of the Company Foreign Subsidiaries), and its Subsidiaries for the quarter ended on March 31same period, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the auditor’s reports thereon (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries as of September 30, 2020 and the unaudited consolidated statement of operations and statement of cash flows of the Company and its Subsidiaries as of September 30, 2020 (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (iincluding any related notes and schedules thereto) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company as of the respective dates thereof and the position, results of operations operations, income (loss), changes in equity and cash flows of the Company and its Subsidiaries as of the dates and for the periods covered therebyindicated in such Financial Statements (except, in the case of the Unaudited Financial Statements, for the absence of footnotes (which if presented would not differ materially from those presented in the most recent year-end financial statements) and other presentation items and normal year-end adjustments), in each case, in conformity with GAAP, consistently applied during the periods involved, and were derived from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries.
(b) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all accounts receivable reflected in the Financial Statements, and all accounts receivable arising since September 30, 2020, to the extent still outstanding, represent arm’s length sales in the ordinary course of business, constitute valid claims of the Company or one of its Subsidiaries, as applicable, free and clear of all Liens other than Permitted Liens, and are not subject to any dispute, claim, set-off or other defense or counterclaims other than returns in the ordinary course of business. Since September 30, 2020, (i) there have not been any write-offs as uncollectible of such accounts receivable, except for write-offs in the ordinary course of business consistent with past practice, and (ii) there has not been a material change in the aggregate amount of such accounts receivable and amounts owing to the Company or any of its subsidiaries or the aging thereof.
(c) Section 3.5(c) of the Company Disclosure Letter sets forth the Company’s aggregate Bookings and anticipated deliveries from such Bookings, in each case, as of December 31, 2020 (the “Bookings Information”). The Bookings Information was derived from the books and records of the Company and its Subsidiaries, represents reasonably anticipated future revenues based on definitive agreements or letters of intent entered into by the Company and a third party, and is true and correct in all material respects.
(d) The Company maintains a system of internal accounting controls designed to provide reasonable assurance regarding the reliability of financial reporting and the that: (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements for external purposes in conformity with GAAP and to maintain asset accountability; (c) access to property is permitted only in accordance with GAAP. To management’s general or specific authorization; and (d) the Knowledge of recorded accountability for assets is compared with the Company, since existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
(e) Since December 31, 2015, until 2017 (the date hereof“Applicable Date”), neither the Company nor any of its Subsidiaries (including any employee thereof) nor the Company’s independent registered accountant auditors has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or (C) the internal accounting controls utilized by the Company, nor has any written complaint, allegation, assertion or claim that the Company or allegation regarding any of the foregoing.
(d) The Company’s auditor its Subsidiaries has at all times since its engagement engaged in questionable accounting or auditing practices been received by the Company beenor any of its Subsidiaries. Since the Applicable Date, to no attorney representing the Knowledge Company or any of its Subsidiaries, whether or not employed by the Company: (i) Company or any of its Subsidiaries, has reported evidence of a registered public accounting firm (as defined in Section 2(a)(12) material violation of securities Laws, breach of fiduciary duty or similar violation by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect Company or any of its Subsidiaries or any of their respective Representatives to the Company within Board or the meaning board of Regulation S-X under the Exchange Act; and directors (iii) in compliance with subsections (g) through (lor similar governing body) of Section 10A any of its Subsidiaries or any committee thereof or to any director or officer of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided or any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companyits Subsidiaries.
Appears in 1 contract
Sources: Merger Agreement (TS Innovation Acquisitions Corp.)
Financial Statements; Internal Controls. (ai) The Company Seller has previously delivered to Parent Purchaser true and complete copies of the (iA) audited consolidated financial statements, including its balance sheets and income statements, as of the Company Entities for the calendar years ended December 31, 2017 (2011, 2012 and 2013 and the “Company Audited Financial Statements”)related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (iiB) copies of the its interim unaudited consolidated monthly financial statements, including balance sheets reports and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), financial statements for the quarter period beginning after December 31, 2013 and ended on March 31June 30, 2018 2014. The documents described in clauses (A) and (B) above (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Seller Financial Statements”):
1) (such balance sheet being referred to are true, complete and correct;
2) are in accordance with the books and records of Seller;
3) present fairly and accurately in all material respects the assets, liabilities, revenues, expenses and financial condition of Seller as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.dates thereof, and the results of operations for the periods then ended;
(b) The Company Financial Statements (i4) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered involved (except (1) as may be noted therein and except as indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial unaudited statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof audit adjustments and the results absence of operations and cash flows of the Company for the periods covered thereby.footnotes); and
(c5) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes have been prepared in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company .
(ii) Neither Seller nor any of its Subsidiaries nor has any material liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected on or reserved against the Company’s independent registered accountant has identified consolidated balance sheet of Seller for the fiscal quarter ended June 30, 2014 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2014 or been made aware of: in connection with this Agreement and the transactions contemplated hereby.
(iii) The records, systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described below in this Section 5.02(g)(iii). Seller (A) has implemented and maintains disclosure controls and procedures to ensure that material information relating to Seller, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Seller by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Seller’s outside auditors and the audit committee of Seller’s Board of Directors (y) any significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal control controls over financial reporting utilized by the Company Entities; that are reasonably likely to adversely affect Seller’s ability to record, process, summarize and report financial information and (Bz) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingemployees who have a significant role in Seller’s internal controls over financial reporting. These disclosures were made in writing by management to Seller’s auditors and audit committee and a copy has previously been made available to Purchaser.
(div) The Company’s auditor has at all times since Since December 31, 2013, (A) through the date hereof, neither Seller nor any of its engagement by the Company beenSubsidiaries nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Knowledge accounting or auditing practices, procedures, methodologies or methods of the Company: Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (iB) no attorney representing Seller or any of its Subsidiaries, whether or not employed by Seller or any of its Subsidiaries, has reported evidence of a registered public accounting firm (as defined in Section 2(a)(12) material violation of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect securities laws, breach of fiduciary duty or similar violation by Seller or any of its Subsidiaries or any of their respective officers, directors, employees or agents to the Company within the meaning Board of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) Directors of Section 10A Seller or any committee thereof or to any director or officer of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanySeller.
Appears in 1 contract
Sources: Merger Agreement (S&t Bancorp Inc)
Financial Statements; Internal Controls. (a) The Attached as Section 5.9(a) of the Company has delivered to Parent Disclosure Letter are: true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated statement of financial statementspositions and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, cash flows of the Company and its Subsidiaries as of and for the period November 18, 2022 through July 31, 2023 (including the “Audited Financial Statements”) and (ii) the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company Foreign Subsidiaries), and its Subsidiaries as of and for the quarter ended on March seven-month period ending July 31, 2018 2023 (collectively, the “Company Most Recent Q1 Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in accordance conformity with all applicable Laws and GAAP applied on a consistent basis throughout during the periods covered involved (except (1) as may be indicated in such Company the notes thereto and subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries and (2iv) in the case of the Most Recent Audited Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, Statements comply in all material respectsrespects with the applicable accounting requirements and with the rules and regulations of the SEC, the financial position of Exchange Act and the Company Securities Act applicable to a registrant, in effect as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebythereof.
(c) The Neither the Company maintains a system nor any director or officer of internal controls designed the Company or any of its Subsidiaries, nor to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge knowledge of the Company, since December 31, 2015, until the date hereof, neither any independent auditor of the Company nor any of or its Subsidiaries nor the Company’s independent registered accountant Subsidiaries, has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or any of its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing.
(d) The CompanyCompany maintains a system of internal accounting controls, policies and procedures (whether formal or informal) which is reasonably sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s auditor has at all times since its engagement by general or specific authorizations, (ii) that transactions are recorded, and records are maintained in reasonable detail as necessary to permit preparation of accurate financial statements in conformity with GAAP, which fairly reflect the transactions and disposition of assets of each of the Company beenand its Subsidiaries and to maintain asset accountability, (iii) that access to assets is permitted only in accordance with management’s general or specific authorization, (iv) that the Knowledge recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) that information required to be disclosed by each of the Company and its Subsidiaries is recorded and reported on a timely basis, and (vi) regarding prevention or timely detection of unauthorized acquisitions, misappropriation, use or disposition of the Company: ’s, or its Subsidiaries’, assets that could have a material effect on its financial statements (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” such materiality assessed with respect to a Company Material Adverse Effect).
(e) The books and records of the Company within the meaning of Regulation S-X under the Exchange Act; have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
(iiif) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor , and each of its Subsidiaries, do not have any outstanding loan capital and has not provided engaged in nor agreed to engage in any non-audit services for the Company Entities that financing or other transaction or act of a type which would not be required to be approved shown or reflected in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyFinancial Statements.
Appears in 1 contract
Sources: Business Combination Agreement (DUET Acquisition Corp.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Attached as Schedule 2.7(a) is a copy of the (i) audited consolidated financial statements, statements (including balance sheets and income statements, any related notes thereto) of the Company Entities for the calendar fiscal years ended December 31, 2017 2006, December 31, 2005 and December 31, 2004 (the “Company Audited Financial Statements”). The Company Audited Financial Statements were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated.
(iib) copies Attached as Schedule 2.7(b) is a copy of the unaudited consolidated financial statements, statements (including balance sheets and income statements, any related notes thereto) of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter three and six month periods ended on March 31June 30, 2018 2007 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Recent Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered involved (except (1) as may be indicated in such Company Financial Statementsthe notes thereto), and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, present in all material respects, respects the financial position of the Company as of at the respective dates date thereof and the results of its operations and cash flows of the Company for the periods covered therebyindicated, except that such statements do not reflect certain period-end adjustments customarily omitted in unaudited financial statements that are not expected to be material.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting Audited Financial Statements and the preparation of Company Recent Financial Statements are referred to herein collectively as the “Company Financial Statements.” No financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither any Person other than the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by and the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding Subsidiaries are required by GAAP to be included in any of the foregoingCompany Financial Statements.
(d) The Company’s auditor has at all times since its engagement by Except as otherwise noted in the Company beenRecent Financial Statements, to or as set forth in Schedule 2.7(d), the Knowledge accounts and notes receivable of the CompanyCompany reflected on the balance sheet included in the Company Recent Financial Statements: (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, except to the extent a registered public accounting firm (as defined in Section 2(a)(12) of reserve therefor is reflected on the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act)Company Recent Financial Statements; (ii) “independent” are legal, valid and binding obligations of the respective debtors enforceable in accordance with respect their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally and by general equitable principles; (iii) are not subject to any valid set-off or counterclaim for which the Company has received written notice except to the Company within the meaning of Regulation S-X under the Exchange Actextent set forth in such balance sheet contained therein; and (iiiiv) in compliance with subsections (g) through (l) are not the subject of Section 10A any actions or proceedings brought by or on behalf of the Exchange Act Company.
(e) Since July 1, 2003, the books of account, ledgers and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for other financial records of the Company Entities have been maintained in accordance with good business practice, are complete and correct in all material respects and there have been no material transactions that would be are required to be approved set forth therein and which are not so set forth.
(f) Except as set forth in Schedule 2.7(f), the Company maintains accurate books and records reflecting its assets and liabilities and maintains adequate internal accounting controls which provide reasonable assurance that: (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit the preparation of the consolidated financial statements of the Company in accordance with Section 201 of GAAP and to maintain accountability for the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied Company’s consolidated assets; (iii) access to the Company’s assets is permitted only in accordance with management’s authorization; and (iv) the reporting of the Company’s assets is compared with existing assets at regular intervals.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the Attached as Schedule 4.4 are (i) audited consolidated financial statements, including balance sheets for each Manager at December 31, 2005 and income statements2006 (provided such entities were in existence as of such date) and audited statements of income, of the Company Entities changes in owners’ equity and cash flow for the calendar fiscal years ended December 31, 2017 2005 and 2006 (or such shorter periods as such entities have been in existence) (such financial statements, including the footnotes contained therein, the “Manager Audited Financial Statements”), (ii) unaudited balance sheets for each Manager at June 30, 2007 and unaudited statements of income for the six months ending on June 30, 2007 (the “Company Manager Unaudited Financial Statements”), (iii) an audited balance sheet for the Advisor at December 31, 2005 and 2006 and audited statements of income, changes in owners’ equity and cash flow for the fiscal years ended December 31, 2005 and 2006 (such financial statements, including the footnotes contained therein, the “Advisor Audited Financial Statements”; and, together with the Manager Audited Financial Statements, the “Audited Financial Statements”), and (iiiv) copies of the an unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), sheet for the quarter Advisor at June 30, 2007 and unaudited statements of income and changes in owners’ equity and cash flow for the six months ended on March 31June 30, 2018 2007 (collectively, the “Company Most Recent Advisor Unaudited Financial Statements,” ”; and together with the Company Audited Manager Unaudited Financial Statements, the “Company Unaudited Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Audited Financial Statements and Unaudited Financial Statements are collectively referred to herein as the “Service Provider Financial Statements.” The Service Provider Financial Statements of each Service Provider (iincluding, in each case, any notes thereto if required by GAAP) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position condition of the Company such Service Provider as of the respective dates thereof and the results of operations and cash flows of the Company such Service Provider for the respective periods covered therebythen ended, as applicable, subject, in the case of unaudited statements, to normal or recurring year-end immaterial adjustments.
(cb) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant No Service Provider has identified or been made aware of: (A) any significant deficiency or material weakness deficiencies in the design or operation of its internal control over controls which could adversely affect its ability to record, process, summarize and report financial reporting utilized by the Company Entities; data with respect to such Service Provider and (Bii) no Service Provider has identified any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees of such Service Provider who have a significant role in such Service Provider’s internal controls. There have been no significant changes in the internal controls of any Service Provider or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” other factors with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance any Service Provider’s operations that could significantly affect internal controls with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required respect to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied Service Provider subsequent to the Companydate of its most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Appears in 1 contract
Sources: Merger Agreement (Inland Western Retail Real Estate Trust Inc)
Financial Statements; Internal Controls. (ai) The Company Main Street has previously delivered to Parent BB&T true and complete copies of the (iA) audited consolidated financial statements, including its balance sheets and income statements, as of the Company Entities for the calendar years ended December 31, 2017 2002, 2003 and 2004 and the related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (B) its interim unaudited quarterly financial statements for the quarters beginning after December 31, 2004 and ending on September 30, 2005 (as to each, the “Company Audited Financial StatementsLast Report Date”), . The documents described in clauses (A) and (iiB) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 above (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Main Street Financial Statements”):
1) (such balance sheet being referred to are true, complete and correct;
2) are in accordance with the books and records of Main Street;
3) fairly and accurately presents the financial condition of Main Street as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable dates thereof, and the results of operations for the periods then ended, as applicable (except in each case as may be noted therein and subject, in the case of unaudited interim financial statements, to the absence of notes and to normal year-end adjustments that are set forth on Schedule 2.4.not material in amount or in effect);
(b) The Company Financial Statements (i4) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered involved; and
5) have been prepared in accordance with GAAP (except (1) in each case as may be indicated in such Company Financial Statementsnoted therein and subject, and (2) in the case of unaudited interim financial statements, to the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case absence of the Most Recent Financial Statements, are subject notes and to normal and recurring year-end adjustments, none of which audit adjustments that are expected to be material; and not material in amount or effect).
(ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company Neither Main Street nor any of its Subsidiaries nor has any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the Companyconsolidated balance sheet of Main Street included in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2005 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since December 31, 2002 or in connection with this Agreement and the transactions contemplated hereby.
(iii) The records, systems, controls, data and information of Main Street and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Main Street or its Subsidiaries or Main Street’s independent registered accountant has identified or been made aware of: accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described below in this Section 5.03(g)(iii). Main Street (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) to ensure that material information relating to Main Street, including its consolidated Subsidiaries, is made known to the management of Main Street by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to Main Street’s outside auditors and the audit committee of Main Street’s Board of Directors (y) any significant deficiency or deficiencies and material weakness weaknesses in the design or operation of internal control over financial reporting utilized by (as defined in Rule 13a-15 promulgated under the Company Entities; Exchange Act) that are reasonably likely to adversely affect Main Street’s ability to record, process, summarize and report financial information and (Bz) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any employees who have a significant role in Main Street’s internal control over financial reporting. These disclosures were made in writing by management to Main Street’s auditors and audit committee and a copy has previously been made available to BB&T. As of the foregoing.
(d) The Companydate hereof and except as Previously Disclosed, there is no reason to believe that Main Street’s auditor has at all times since outside auditors and its engagement by chief executive officer and chief financial officer will not be able to give the Company been, certifications and attestations required pursuant to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) rules and regulations adopted pursuant to Sections 302, 404 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); , without qualification (ii) “independent” with respect except to the Company within extent expressly permitted by such rules and regulations), when next due.
(iv) Since December 31, 2004, (A) through the meaning date hereof, neither Main Street nor any of Regulation S-X under its Subsidiaries nor, to Main Street’s knowledge, any director, officer, employee, auditor, accountant or representative of Main Street or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Exchange Act; accounting or auditing practices, procedures, methodologies or methods of Main Street or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Main Street or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (iiiB) in compliance with subsections (g) through (l) no attorney representing Main Street or any of Section 10A its Subsidiaries, whether or not employed by Main Street or any of the Exchange Act and the rules and regulations promulgated its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided Main Street or any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied it Subsidiaries or any of their respective officers, directors, employees or agents to the CompanyBoard of Directors of Main Street or any committee thereof or to any director or officer of Main Street.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete Complete copies of the (i) Company’s audited consolidated financial statements, including balance sheets and income statements, statements consisting of the statement of financial condition of the Company Entities as at December 31 in each of the years 2011, 2012 and 2013 and the related statements of income, cash flows, partners equity and changes in liabilities subordinated to claims of general creditors for the calendar years then ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies unaudited financial statements consisting of the unaudited consolidated statement of financial statements, including balance sheets and income statements, condition of the Company as at August 31, 2014 and its Subsidiaries (including the Company Foreign Subsidiaries), related statements of income for the quarter eight-month period then ended on March 31, 2018 (collectively, the “Company Most Recent Interim Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred have been made available to as the “Company Latest Balance Sheet”)LP Buyer. The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) present fairly in all material respects the financial position of the Company as of the dates designated therein and the results of operations and cash flows for the periods designated therein and, in the case of the Audited Financial Statements only, the cash flows, partners equity and changes in liabilities subordinated to claims of general creditors, and (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered indicated, except (1) as may be indicated disclosed in such Company Financial Statementsthe notes thereto, and (2) subject, in the case of the Most Recent Interim Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected by the Company to be material; , and (ii) fairly present, in all material respects, the financial position absence of notes. The audited balance sheet of the Company as of December 31, 2013 is referred to herein as the respective dates thereof “Balance Sheet” and the results of operations date thereof as the “Balance Sheet Date” and cash flows the balance sheet of the Company for as of August 31, 2014 is referred to herein as the periods covered thereby.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting “Interim Balance Sheet” and the preparation of financial statements for external purposes in accordance with GAAP. To date thereof as the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing“Interim Balance Sheet Date”.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Sources: Partnership Interest Purchase Agreement (Intl Fcstone Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true audited statements of financial position, statements of comprehensive income, statements of changes in shareholders’ equity and complete copies statements of the (i) audited consolidated financial statements, including balance sheets and income statements, cash flows of the Company Entities for each of the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), 2019 and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March December 31, 2018 (collectively, the “Company Most Recent Audited Financial Statements,”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the Public Company Accounting Oversight Board and applicable Law as at the Balance Sheet Date, except as otherwise noted therein. Prior to the date hereof, true, complete and correct copies of the Audited Financial Statements, and the accompanying independent auditors’ reports, as applicable, have been made available to Acquiror.
(b) Prior to the date hereof the Company has made available to Acquiror true, complete and correct copies of the unaudited consolidated balance sheets and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company as of September 30, 2020 and September 30, 2019 (the “Unaudited Financial Statements” and and, together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents Subject to notes and normal year-end audit adjustments that all of are not material in amount or effect, the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Unaudited Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statementsstandards, principles and (2) practices specified in the case of the Most Recent Audited Financial StatementsStatements and, such financial statements do not contain footnotes as may be required under GAAPsubject thereto, (3) in the case of the Most Recent Financial Statements, are subject to normal accordance with applicable Law and recurring year-end adjustments, none of which are expected to be material; show a true and (ii) fairly presentfair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the Company as of September 30, 2020 and September 30, 2019 and (ii) the profits and losses and cash flow of the Company for the nine (9)-month period ended as of September 30, 2020 and September 30, 2019, respectively.
(c) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company in the last three (3) years. The Financial Statements fairly present in all material respects the assets, liabilities, cash flow and financial condition and results of operations of the Company as of the respective dates thereof times and the results of operations and cash flows of the Company for the periods covered therebyreferred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP.
(cd) The Company maintains a system of accounting and internal controls designed to provide reasonable assurance assurances regarding the reliability of the financial reporting and the preparation of the financial statements for external purposes of the Company in accordance in all material respects with GAAP. To Within the Knowledge of the Companylast three (3) years, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor (including the Company’s personnel and independent registered accountant has accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) have not identified or nor been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; Company, (Bii) any illegal act or fraud, whether or not material, that involves management of the Company’s management Company or other employees; any personnel involved in financial reporting or (Ciii) any written claim or allegation regarding any of the foregoing.
(d) . The Company’s auditor has at all times since its engagement Audited Financial Statements and the Unaudited Financial Statements, when delivered by the Company beenfor inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.02, to will comply in all material respects with the Knowledge of the Company: (i) a registered public applicable accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” requirements and with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by of the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved Securities Act in accordance with Section 201 effect as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companydate.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company Seller has previously delivered to Parent true Buyer true, correct and complete copies of the (i) audited consolidated statements of financial statementscondition of N.I.S. as of December 31, including balance sheets 2016 and income statementsDecember 31, 2017 (together with all material supporting documents of the Company Entities N.I.S. in connection therewith); (ii) audited statements of income, changes in stockholder's equity and cash flows for the calendar years ended December 31, 2017 2016 and December 31, 2017; (iii) an unaudited balance sheet of N.I.S. as of June 30, 2018 (the “Company Audited Financial StatementsN.I.S. Reference Balance Sheet”), ; and (iiiv) copies of the unaudited consolidated financial statementsstatements of income, including balance sheets changes in stockholder's equity and income statements, cash flows of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), N.I.S. for the quarter three months ended on March 31June 30, 2018 (collectively, the “Company Most Recent Financial Statements,” foregoing financial statements, and together with the Company Audited Subsequent GAAP Financial Statements, the “Company GAAP Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of Subject to the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company notes thereto, the GAAP Financial Statements (iA) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statementsor, and (2) in the case of the Most Recent Subsequent GAAP Financial Statements, such financial statements do not contain footnotes as may will be required under GAAPderived from the Books and Records of N.I.S., (3B) were or, in the case of the Most Recent Subsequent GAAP Financial Statements, are subject to normal and recurring year-end adjustmentswill be prepared in accordance with GAAP, none of which are expected to be material; consistently applied throughout all such periods, and (iiC) fairly present or, in the case of the Subsequent GAAP Financial Statements, will fairly present, in all material respects, the financial position position, results of the Company operations, cash flows and changes in stockholder's equity of N.I.S. as of the respective dates thereof and for the respective periods referred to in the GAAP Financial Statements subject to, with respect to the unaudited GAAP Financial Statements, normal year-end adjustments, none of which, individually or in the aggregate, are or, in the case of the Subsequent GAAP Financial Statements, will be material, and the absence of footnotes.
(b) Seller has previously delivered to Buyer true, correct and complete copies of (i) the audited annual statutory financial statements of Ozark as of and for the years ended December 31, 2016 and December 31, 2017 (together with all material supporting documents in connection therewith) and (ii) the unaudited quarterly statutory financial statement of Ozark as of June 30, 2018 (the balance sheet contained in such unaudited quarterly statutory financial statement for the period ending June 30, 2018, the “Ozark Reference Balance Sheet”) (collectively, and together with the Subsequent SAP Financial Statements, the “Statutory Statements”). No Governmental Entity has requested the refiling or amending of any Statutory Statement. Subject to the notes thereto, the Statutory Statements (A) were derived from, prepared using, and in all material respects are consistent with or, in the case of the Subsequent SAP Financial Statements, will be derived from, will be prepared using, and in all material respects will be consistent with, the Books and Records of Ozark; (B) were or, in the case of the Subsequent SAP Financial Statements, will be prepared in accordance with SAP, consistently applied throughout all such periods, and (C) fairly present or, in the case of the Subsequent SAP Financial Statements, will fairly present, in all material respects, the statutory financial position, admitted assets, liabilities and capital and surplus of Ozark at their respective dates and the results of operations operations, changes in surplus and cash flows of the Company Ozark at and for the respective periods covered therebyindicated and the results of operations, cash flows and changes in stockholder's equity of Ozark as of the respective dates and for the respective periods referred to in the Statutory Statements subject to, with respect to the unaudited Statutory Statements, normal year-end adjustments, none of which, individually or in the aggregate, are or, in the case of the Subsequent SAP Financial Statements, will be material. No material weakness or significant deficiency has been asserted by any Governmental Entity, or been determined to exist by Ozark management or the Ozark's independent registered public accounting firm, with respect to any of the Statutory Statements previously delivered to Buyer and there are no permitted accounting practices granted by any Insurance Regulator that were utilized in the preparation of such Statutory Statements.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: N.I.S. Estimated Balance Sheet will be (i) a registered public accounting firm (as defined derived from, prepared using, and in Section 2(a)(12) all material respects consistent with, the Books and Records of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act)N.I.S.; (ii) “independent” determined in accordance with respect GAAP applied on a consistent basis with the periods presented in the GAAP Financial Statements previously delivered to Buyer (except to the Company within extent of any adjustments to GAAP or the meaning of Regulation S-X under application thereof expressly embodied in the Exchange ActN.I.S. Accounting Principles); and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved prepared in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to N.I.S. Accounting Principles and using the Company.same accounting and actuarial methodologies and assumptions, and in each case the application thereof, Seller used in preparing the N.I.S.
Appears in 1 contract
Sources: Stock Purchase Agreement (National Western Life Group, Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered Attached to Parent true and complete copies this Agreement as Section 5.6(a) of the Disclosure Schedule are (i) the Company’s audited consolidated financial statementsbalance sheet, including statement of operation, statement of comprehensive income, statement of changes of stockholders’ equity, statement of cash flows and notes as of December 31, 2006 and for the fiscal year then ended, (ii) the Company’s audited consolidated balance sheets sheet, statement of operation, statement of comprehensive loss, statement of changes of stockholders’ equity, statement of cash flows and income statementsnotes as of January 1, 2006 and for the fifteen (15) months then ended, and (iii) the Company’s audited consolidated balance sheet, statement of operation, statement of comprehensive loss, statement of changes of stockholders’ equity, statement of cash flows and notes as of September 26, 2004 and for the fiscal year then ended, together in each case with the opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc., auditors of the Company Entities for the calendar years ended December 31(collectively, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company . The Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and the cash flows of the Company for the periods covered therebyand have been prepared in accordance with GAAP applied on a consistent basis. The Financial Statements have been certified without qualification by the independent certified public accountants of the Company.
(b) Attached to this Agreement as Section 5.6(b) of the Disclosure Schedule is the unaudited balance sheet of the Company as of June 30, 2007 (the “Latest Balance Sheet”), and the related unaudited statement of income for the six-month period then-ended and any other information included therein, in each case prepared by the Company (the “Interim Financial Statements”). The Interim Financial Statements were prepared in accordance with GAAP and fairly present, in all material respects, the financial position of the Company as of the date thereof and the results of operations of the Company for the period ending June 30, 2007, except for the absence of footnotes and normal year-end adjustments, which are not reasonably expected to be material. The Audited Financial Statements and the Interim Financial Statements are sometimes collectively referred to as the “Financial Statements.”
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge knowledge of the Company, since December 31, 2015, until the date hereof, neither (i) the Company nor has not received any allegations of its Subsidiaries nor fraud or suspected fraud affecting the Company’s independent registered accountant has identified Company in communications from employees, former employees, analysts, regulators, short sellers, or been made aware of: others, and (Aii) any there are no significant deficiency or deficiencies, including material weakness weaknesses, in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, controls that involves could adversely affect the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingability to record, process, summarize, and report financial data.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Sources: Merger Agreement (Aar Corp)
Financial Statements; Internal Controls. (a) The Company has delivered provided to Parent true and GGAC a complete copies copy of the (i) audited consolidated financial statements, statements (including balance sheets and income statements, any related notes thereto) of the Company Entities for the calendar fiscal years ended December 31June 30, 2017 2013 and 2012 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company . The Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in accordance with GAAP generally accepted accounting principles of Switzerland (“Swiss GAAP”) applied on a consistent basis throughout the periods covered involved (except (1) as may be indicated in such Company Financial Statementsthe notes thereto), and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) each fairly present, presents in all material respects, respects the financial position of the Company as of at the respective dates thereof and the results of its operations and cash flows for the periods indicated.
(b) The books of account and other similar books and records of the Company for the periods covered therebyare complete and correct in all material respects and there have been no material transactions that are required to be set forth therein and which have not been so set forth.
(c) The Except as otherwise noted in the Audited Financial Statements, the accounts and notes receivable of the Company maintains a system reflected on the balance sheets included in the Audited Financial Statements: (i) arose from bona fide sales transactions in the ordinary course of internal controls designed business and are payable on ordinary trade terms, (ii) are, to provide reasonable assurance regarding the reliability Company’s knowledge, legal, valid and binding obligations of financial reporting and the preparation of financial statements for external purposes respective debtors enforceable in accordance with GAAP. To their terms, except as such may be limited by bankruptcy, insolvency, reorganization, or other similar laws affecting creditors’ rights generally, and by general equitable principles, (iii) are not subject to any material and valid set-off or counterclaim except to the Knowledge extent set forth in such balance sheet contained therein other than possible back charges which to the Company’s knowledge do not exist at this time, which back charges, to the Company’s knowledge, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect upon the Company and its Subsidiaries taken as a whole, (iv) are collectible in the ordinary course of business consistent with past practice in amounts materially consistent with the aggregate recorded amounts thereof, net of any applicable reserve reflected in such balance sheet referenced above, and (v) are not the subject of any actions or proceedings brought by or on behalf of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The To the knowledge of the Company, the Company’s auditor has at all required times since its engagement by the Company been, to the Knowledge date of enactment of the Company▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board (“PCAOB”) thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Sources: Share Purchase Agreement (Garnero Group Acquisition Co)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true the Lenders complete and complete correct copies of the of: (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities Company’s Annual Report on Form 10-K for the calendar years year ended December 31, 2017 2019 (the “Company Audited Form 10-K”), which contains the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2019, and the related consolidated statements of income and shareholders’ equity and statements of cash flows for the fiscal year then ended, including the footnotes thereto, certified by independent certified public accountants; and (ii) the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (the “Company Form 10-Q”), which contains the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of June 30, 2020, and the related unaudited consolidated statements of income and stockholders’ equity and statements of cash flows for the three month period then ended (the financial statements in clauses (i) and (ii) collectively the “Financial Statements”), and .
(iib) copies Each of the unaudited consolidated balance sheets contained in the Financial Statements fairly presents in all material respects the consolidated financial statementsposition of the Company and its consolidated Subsidiaries as of its date and each of the consolidated statements of income and shareholders’ equity and statements of cash flows included in the Financial Statements fairly presents in all material respects the consolidated results of operations, including balance sheets and income statementsstockholders’ equity or cash flows, as the case may be, of the Company and its consolidated Subsidiaries for the periods to which they relate (including subject, in the Company Foreign Subsidiariescase of any unaudited interim financial statements, to normal year-end adjustments and the absence of footnote disclosures), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in each case in accordance with GAAP applied on a consistent basis throughout during the periods covered involved, except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebynoted therein.
(c) The Since the date of the latest financial statements included in the Company Form 10-Q and except as disclosed therein, neither the Company nor any of its Subsidiaries has (i) sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or action or Order from any applicable Governmental Authority, (ii) issued or granted any securities (other than pursuant to (x) employee benefit plans, stock option or stock incentive plans, other employee compensation plans or non-employee director compensation programs in existence on the date hereof and described in the Company Form 10-K or Company Form 10-Q or (y) options, warrants or rights outstanding on the date hereof or the date on which the Rights Offering is fully subscribed), (iii) incurred any liability or obligation, direct or contingent, other than liabilities and obligations that were incurred in the ordinary course of business, (iv) entered into any transaction not in the ordinary course of business (other than as contemplated hereunder or as described in the Company Form 10-K or Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)), or (v) declared or paid any dividend on its Capital Stock, and, since such date, there has not been any change in the terms of the Equity Interests or long-term debt of the Company or any of its Subsidiaries (other than as described in the Company Form 10-K or Company Form 10-Q (without giving effect to any supplements or amendments thereto after the execution and delivery of this Agreement)) or any adverse change, or any development involving a prospective adverse change, in or affecting the condition (financial or otherwise), results of operations, stockholders’ equity, properties, management, business or prospects of the Company and its Subsidiaries, taken as a whole, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(d) Except as set forth in Section 3.5(d) of the Disclosure Schedule, the Company maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies in all material respects with the requirements of the Exchange Act and that has been designed by, or under the supervision of, the Company’s principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To Except as set forth in Section 3.5(d) of the Knowledge Disclosure Schedule, the Company maintains internal accounting controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements in conformity with GAAP and to maintain accountability for its assets, (iii) access to the Company’s assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for the Company’s assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. As of the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by P▇▇▇▇▇ & M▇▇▇▇, PLLC and the audit committee of the board of directors of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor there were no material weaknesses in the Company’s independent registered accountant internal controls.
(e) Except as set forth in Section 3.5(e) of the Disclosure Schedule, since the date of the most recent balance sheet of the Company and its consolidated Subsidiaries reviewed or audited by P▇▇▇▇▇ & M▇▇▇▇, PLLC and the audit committee of the board of directors of the Company, (i) the Company has identified not been advised of or been made become aware of: of (Ax) any significant deficiency or material weakness deficiencies in the design or operation of internal control over financial reporting utilized by controls, that could adversely affect the ability of the Company Entities; or any of its Subsidiaries to record, process, summarize and report financial data, or any material weaknesses in internal controls, and (By) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any employees who have a significant role in the internal controls of the foregoing.
(d) The Company’s auditor has at all times since Company and each of its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act)Subsidiaries; and (ii) “independent” there have been no significant changes in internal controls or in other factors that could significantly adversely affect internal controls, including any corrective actions with respect regard to the Company within the meaning of Regulation S-X under the Exchange Act; significant deficiencies and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companymaterial weaknesses.
Appears in 1 contract
Sources: Restructuring and Exchange Agreement (Xtant Medical Holdings, Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Section 2.5 of the Disclosure Schedule contains (i) the audited consolidated financial statements, including balance sheets of Seller and the Companies as of December 31, 2006 and 2005, and the audited consolidated statements of income statements, and cash flows of Seller and the Company Entities Companies for the calendar years ended December 31, 2017 2006 and 2005, together with the notes to such financial statements (such balance sheet as of December 31, 2006, is referred to herein as the “Company Audited Balance Sheet”, and December 31, 2006 is referred to herein as the “Balance Sheet Date”, and the financial statements described in this clause (i) are collectively referred to herein as the “Historical Financial Statements”), and (ii) copies of the unaudited consolidated financial statementsbalance sheet of Seller and the Companies as of September 30, including balance sheets 2007, and the unaudited consolidated statements of income statements, and cash flows of the Seller and each Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter three (3) quarters ended on March 31September 30, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) 2007 (such balance sheet being as of September 30, 2007 is referred to herein as the “Company Latest Interim Balance Sheet”). The Company represents that , September 30, 2007 is referred to herein as the “Interim Balance Sheet Date”, the financial statements described in this clause (ii) are collectively referred to herein as the “Interim Financial Statements”, and all of the Company Notes Payable financial statements described in this sentence are set forth on Schedule 2.4.
collectively referred to herein as the “Financial Statements”). Each balance sheet (bincluding any related notes) The Company included in the Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) presents fairly present, in all material respects, respects the financial position of the Company Companies as of the respective dates thereof date thereof, and each income statement (including any related notes) and cash flow statement included in the Financial Statements presents fairly in all material respects the results of operations and cash flows flow, respectively, of Companies for the period set forth therein, subject, in the case of the Interim Financial Statements, to normal year-end adjustments (which adjustments will not be, individually or in the aggregate, material) and the lack of footnotes and other presentation items. Each of the Financial Statements has been prepared in accordance with the Historical Policies. Each of the Historical Financial Statements has been audited by the Companies’ independent public accountants. The books, records and accounts of each Company for the periods covered therebyare correct and complete in all material respects, represent actual, bona fide transactions and have been maintained in accordance with sound business and accounting practices.
(cb) The Each Company maintains a system of internal accounting controls designed sufficient to provide reasonable assurance regarding the reliability of financial reporting and the that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Actassets; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required access to be approved assets is permitted only in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companymanagement’s general or specific authorization.
Appears in 1 contract
Sources: Stock Purchase Agreement (Aar Corp)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent Schedule 3.7(a) contains true and complete copies of the (i) audited consolidated financial statements, including the unaudited combined balance sheets and income statements, of the Company Entities for the calendar years ended Acquired Companies as of December 31, 2017 and as of September 30, 2018 (the “Company Audited Financial StatementsMost Recent Balance Sheet” and such date, the “Balance Sheet Date”), ) and (ii) copies the related statements of the unaudited consolidated financial statements, including balance sheets income and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), cash flows for the quarter ended on March 31twelve-month period and nine-month period then ended, 2018 respectively (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Each of the Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presentpresents fairly, in all material respects, the financial position of the Company as of Acquired Companies at the respective dates thereof and the results of operations and cash flows of the Company Acquired Companies for the periods covered therebythen ended, as applicable, in accordance with GAAP, consistently applied during the applicable period, except (i) as may be stated in the notes thereto, (ii) that the unaudited Financial Statements at and for the nine month period ended on the Balance Sheet Date are subject to year-end adjustments, (iii) that the unaudited Financial Statements lack the footnote disclosure otherwise required by GAAP and (iv) as set forth on Schedule 3.7(b).
(c) The Company Each of the Acquired Companies maintains a system of internal accounting controls designed sufficient to provide reasonable assurance regarding the reliability assurances that books and records are maintained and transactions and dispositions of financial reporting and the preparation of assets are recorded, in each case as reasonably necessary to prepare financial statements for external purposes that present fairly, in accordance with GAAP. To all material respects, the Knowledge financial position of the Company, since December 31, 2015, until Acquired Companies at the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness dates thereof except as noted in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingSection 3.7(b).
(d) The Company’s auditor has at all times since its engagement by the Company beenExcept as set forth on Schedule 3.7(d), to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X other than any Indebtedness outstanding under the Exchange Act; and (iii) Existing Debt Agreements, no Acquired Company is liable in compliance with subsections (g) through (l) respect of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyIndebtedness.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has Sellers have delivered to Parent the Buyer true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, statements of the Company Entities at and for the calendar years periods ended December 31, 2017 2003, December 31, 2004 and December 31, 2005, respectively, together with the report of the Company's independent auditors thereon (the “Company "Audited Financial Statements”"), and (ii) copies of the unaudited consolidated interim financial statements, including balance sheets and income statements, statements of the Company (the "Unaudited Financial Statements") at and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter period ended on March 31, 2018 2006 (collectivelythe "Balance Sheet Date"), including in each of clauses (i) and (ii) a balance sheet and statements of income or operations and retained earnings or shareholders' equity and, in the “Company Most Recent Financial Statements,” and together with case of the Company Audited Financial Statements, a statement of cash flows (the “Company Audited Financial Statements and the Unaudited Financial Statements”) (such balance sheet being referred to as , collectively, the “Company Latest Balance Sheet”"Financial Statements"). The Company represents that all Except as set forth in Section 2.5 of the Company Notes Payable are set forth on Schedule 2.4.
Sellers' Disclosure Letter, (bA) The Company the Audited Financial Statements (i) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except (1) as may be indicated in such Company Financial Statements, the notes thereto) and (2B) the Unaudited Financial Statements have been prepared in a manner consistent with the Company's historical accounting principles, practices and methodologies, which, except as set forth in Section 2.5 of the Sellers' Disclosure Letter, are consistent with GAAP. Except as set forth in Section 2.5 of the Sellers' Disclosure Letter, the Financial Statements present fairly the financial position, results of operations and, in the case of the Most Recent Audited Financial Statements, such financial statements do not contain footnotes as may be required under GAAPcash flows of the Company at and for the respective periods indicated (subject, (3) in the case of the Most Recent Unaudited Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected audit adjustments that will not be material to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebyCompany).
(cb) The To the Knowledge of the Sellers, the Company maintains has devised and maintained a system of internal controls designed over financial reporting with respect to the Business sufficient to provide reasonable assurance regarding the reliability of financial reporting and assurances that (i) all transactions are executed in accordance with management's general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain proper accountability for external purposes items, (iii) access to assets is permitted only in accordance with GAAP. To management's general or specific authorization and (iv) the Knowledge of recorded accountability for items is compared with the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has actual levels at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” reasonable intervals and appropriate action is taken with respect to the Company within the meaning of Regulation Sany differences. There are no material off-X under the Exchange Act; and balance sheet transactions, arrangements, obligations (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companyincluding contingent obligations).
Appears in 1 contract
Sources: Stock Purchase Agreement (Edo Corp)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the (i) audited consolidated Attached hereto as Exhibit A are the following financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 statements (collectively the “Company Audited Financial Statements”), and ): (iii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries Subsidiaries’ consolidated audited balance sheet and statements of income, stockholders’ equity and cash flows as of and for the year ended June 30, 2008, (including ii) the Company Foreign and its Subsidiaries)’ consolidated audited balance sheet and statements of income, for the quarter ended on March 31, 2018 stockholders’ equity and cash flows (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Fiscal Year Financial Statements”) as of and for the year ended June 30, 2009 (such the “Most Recent Fiscal Year End”) and (iii) the Company and its Subsidiaries’ consolidated unaudited balance sheet being referred to and statements of income and cash flows as of and for the “Company Latest Balance Sheet”)11-month period ended May 31, 2010. The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were are correct and complete in all material respects, have been prepared in accordance with the Irish Companies Acts and GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, thereby and (2) in the case present a true and fair view of the Most Recent Financial Statementsassets, liabilities (including all reserves) and financial condition of the Company and its Subsidiaries as of such dates and the results of operations, changes in cash flows and, with respect to the audited financial statements, stockholders’ equity of the Company and its Subsidiaries for such periods; provided that the unaudited financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal year end adjustments and recurring year-end adjustments, none of which are expected to be material; lack footnotes and other presentation items.
(ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains a and its Subsidiaries’ system of internal controls designed over financial reporting is sufficient to provide reasonable assurance regarding the reliability of financial reporting and the (A) that transactions are recorded as necessary to permit preparation of financial statements for external purposes in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with GAAP. To the Knowledge authorization of management and (C) regarding the prevention or timely detection of the Companyunauthorized acquisition, since December 31, 2015, until use or disposition of the date hereof, neither assets of the Company nor or any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation Subsidiaries. Table of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.Contents
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statementsrelated statements of financial position, audited statements of the Company Entities for the calendar years ended December 31comprehensive income, 2017 (the “Company Audited Financial Statements”), statements of changes in shareholders’ equity and (ii) copies statements of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebyperiod ended March 31, 2023 (collectively, the “Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the Public Company Accounting Oversight Board and applicable Law. Prior to the date hereof, true, complete and correct copies of the Audited Financial Statements, and the accompanying independent auditors’ report, as applicable, have been made available to Acquiror.
(b) Prior to the date hereof the Company has made available to Acquiror true, complete and correct copies of the unaudited consolidated balance sheets and related unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company as of the Balance Sheet Date (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). Subject to notes and normal year-end audit adjustments that are not material in amount or effect, the Unaudited Financial Statements were prepared in accordance with the standards, principles and practices specified in the Audited Financial Statements and, subject thereto, in accordance with applicable Law and show a true and fair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the Company as of the Balance Sheet Date and (ii) the profits and losses and cash flow of the Company for the nine (9)-month period ended as of the Balance Sheet Date.
(c) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company since the Company’s inception. The Financial Statements fairly present in all material respects the assets, liabilities, cash flow and financial condition and results of operations of the Company as of the times and for the periods referred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP.
(d) The Company maintains a system of accounting and internal controls designed to provide reasonable assurance assurances regarding the reliability of the financial reporting and the preparation of the financial statements for external purposes of the Company in accordance in all material respects with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor Since the Company’s inception, the Company (including the Company’s personnel and independent registered accountant accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) has not identified or nor been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; Company, (Bii) any illegal act or fraud, whether or not material, that involves management of the Company’s management Company or other employees; any personnel involved in financial reporting or (Ciii) any written claim or allegation regarding any of the foregoing.
(d) . The Company’s auditor has at all times since its engagement Financial Statements, when delivered by the Company beenfor inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.02, to will comply in all material respects with the Knowledge of the Company: (i) a registered public applicable accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” requirements and with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by of the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved Securities Act in accordance with Section 201 effect as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companydate.
Appears in 1 contract
Sources: Business Combination Agreement (Global Partner Acquisition Corp II)
Financial Statements; Internal Controls. (a) The Attached hereto as Section 4.05 of the Company has delivered to Parent Disclosure Schedule are true and complete copies of the following financial statements (i) audited consolidated financial statements, including balance sheets such statements and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statementsnotes related thereto, the “Company Financial Statements”) (such balance sheet being referred to as ): the “Company Latest Balance Sheet”). The Company represents that all audited consolidated financial statements of the Company, which comprise the Group (being the Company Notes Payable are set forth on Schedule 2.4and its Subsidiaries and their interests in associates and joint ventures) income statement, Group statement of comprehensive income, Group statement of financial position, Group statement of changes in equity, Group statement of cash flows, and related notes, for the fiscal years ended, March 31, 2010, March 31, 2011, March 31, 2012, including the directors’ responsibilities statements and unqualified statutory auditor’s reports related thereto.
(b) The Since March 31, 2009, the Company Financial Statements (i) were have been prepared from and for the periods covered thereby are in accordance in all material respects with the books and records of the Company and its consolidated Subsidiaries, (ii) have been prepared in accordance with GAAP IFRS applied on a consistent basis throughout the periods covered thereby (except (1) as may be expressly indicated in such Company Financial Statements, the notes thereto) and (2iii) in the case give a true and fair view of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the their consolidated results of operations and the cash flows of the Company for the periods covered therebythen ended in accordance with IFRS.
(c) The Company maintains a system Since March 31, 2009, the books of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting account, minute books and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge other records of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or and each other employees; or (C) any claim or allegation regarding any member of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company beenAB Group and, to the Knowledge of the Company: , each AB Principal JV, are complete and correct in all material respects in accordance with Applicable Law, and have recorded therein the results of operations and the assets and liabilities of the Company and each other member of the AB Group and, to the Knowledge of the Company, each AB Principal JV, as applicable, required to be reflected in accordance with IFRS in all material respects. Since March 31, 2009, each of the Company and the other members of the AB Group and, to the Knowledge of the Company, each AB Principal JV, has maintained a system of accounting and internal controls effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of the Company and its consolidated Subsidiaries in accordance with IFRS in all material respects.
(id) Since March 31, 2009, neither the Company nor any other member of the AB Group nor, to the Knowledge of the Company, any AB Principal JV, has received any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any other member of the AB Group or any AB Principal JV, or their respective internal accounting controls, relating to periods after March 31, 2009, except for any complaints, allegations, assertions or claims that have not had, and would not reasonably be expected to have, individually or in the aggregate, a registered public accounting firm Company Material Adverse Effect.
(e) Except as defined in set forth on Section 2(a)(124.05(e) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to Company Disclosure Schedule, neither the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A nor any other member of the Exchange Act and AB Group is a party to, or has any commitment to become a party to, any material off-balance sheet partnership or arrangements, or any similar Contract where the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided result, purpose or effect of such Contract is to avoid disclosure of any non-audit services for material transaction involving, or material liabilities of, the Company Entities that would be required to be approved in accordance with Section 201 or any other member of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to AB Group, as applicable, in their respective financial statements (including the CompanyCompany Financial Statements).
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Section 3.5(a) of the Company Disclosure Letter sets forth (i) the audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries as of September 26, 2020 and September 28, 2019 and the audited consolidated statement of operations, statements of comprehensive income (including loss), statements of changes in redeemable preferred and common units and members’ deficit and statements of cash flows of the Company Foreign Subsidiaries), and its Subsidiaries for the quarter ended on March 31fiscal years then ended, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the auditor’s reports thereon (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 25, 2021 and the unaudited consolidated statement of operations and statement of cash flows of the Company and its Subsidiaries for the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (iincluding, for the avoidance of doubt, any related notes and schedules thereto) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1A) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company as of the respective dates thereof and the position, results of operations operations, income (loss), changes in redeemable preferred and common units and members’ deficit and cash flows of the Company and its Subsidiaries as of the dates and for the periods covered therebyindicated in such Financial Statements (except, in the case of the Unaudited Financial Statements, for the absence of footnotes and other presentation items and normal year-end adjustments that will not be material in amount and effect), and (B) in each case were prepared in accordance with GAAP, consistently applied during the periods involved, and were derived from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries.
(cb) The Company maintains a system of internal accounting controls designed that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the that: (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements for external purposes in conformity with GAAP and to maintain asset accountability; (c) access to property is permitted only in accordance with GAAP. To management’s general or specific authorization; and (d) the Knowledge of recorded accountability for assets is compared with the Companyexisting assets at reasonable intervals and appropriate action is taken with respect to any differences.
(c) Since September 25, since December 31, 2015, until 2021 (the date hereof“Applicable Date”), neither the Company nor any of its Subsidiaries (including any director, officer or employee thereof) nor the Company’s independent registered accountant auditors has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or (C) the internal accounting controls utilized by the Company, nor has any written complaint, allegation, assertion or claim or allegation regarding any of the foregoingforegoing or that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices been received by the Company or any of its Subsidiaries.
(d) The Company’s auditor has at all times since its engagement There are no outstanding loans or other extensions of credit made by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 2(a)(12) 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the Schedule 4.7(a) sets forth (i) the audited consolidated financial statements, including balance sheets and income statements, sheet as of the Company Entities for the calendar years ended December 31, 2017 2004 (the “Company Audited Financial StatementsBalance Sheet Date”)) of the Target Companies and the related consolidated statements of income and cash flows for the twelve-month period then ended, and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, sheet of the Company Target Companies (the “Balance Sheet”) as of May 31, 2005 and its Subsidiaries (including the Company Foreign Subsidiaries), related consolidated statements of income and cash flows for the quarter three-month period then ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are Except as set forth on in Schedule 2.4.
(b) The Company 4.7(a), the Financial Statements (i) were have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statementssubject to normal year-end adjustments and, and (2) in the case of the Most Recent any unaudited Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3the lack of footnotes) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presenton that basis present fairly, in all material respects, the consolidated financial position condition and consolidated results of the Company operations as of the respective dates date thereof and for the results of operations and cash flows period indicated of the Company for the periods covered therebyTarget Companies.
(cb) The Company maintains a system Financial Statements were prepared from the books and records of internal controls designed the Target Companies, which have been maintained in accordance with sound business practices and all applicable legal requirements and reflect all financial transactions of the Target Companies which are required to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes be reflected in accordance with GAAP. To the Knowledge The Target Companies maintain accurate books and records reflecting their assets and liabilities and maintain a system of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of proper and adequate internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, accounting controls sufficient to provide assurance that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined transactions are executed in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); accordance with management’s general or specific authorizations, (ii) “independent” transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Target Companies in conformity with respect GAAP and to maintain accountability for the Company within consolidated assets of the meaning of Regulation S-X under the Exchange Act; and Target Companies, (iii) in compliance with subsections (g) through (l) of Section 10A access to the assets of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved Target Companies is permitted only in accordance with Section 201 management’s general or specific authorization; (iv) the reporting of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied assets of the Target Companies is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the Companycollection thereof on a current and timely basis.
Appears in 1 contract
Sources: Merger Agreement (Omnicare Inc)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter six months ended on March 31June 30, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Precision Therapeutics Inc.)
Financial Statements; Internal Controls. (a) The Company has delivered previously provided to Parent Acquiror true and complete copies of the (i) the audited consolidated statement of financial statementsposition and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, cash flows of the Company Entities and its Subsidiaries as of and for the calendar years ended December 31, 2017 2023 and December 31, 2022, together with the auditor’s reports thereon (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated statement of financial statementsposition and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, cash flows of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), as of and for the quarter six months ended on March 31June 30, 2018 2024 (collectively, the “Company Most Recent 2024 H1 Financial Statements,” and ”, together with the Company Audited Financial Statements, the 2024 Financial Statements to be delivered pursuant to this Agreement, the “Company Financial Statements”) ), which comply in all material respects with the applicable accounting requirements (such balance sheet being referred to as including the “Company Latest Balance Sheet”). The Company represents that all standards of the Company Notes Payable are set forth on Schedule 2.4PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant.
(b) The Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended , (ii) were prepared in accordance conformity with GAAP applied on a consistent basis throughout during the periods covered except involved (1) as may be indicated subject, in such Company the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (2iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries, (iv) in the case of the Most Recent Audited Financial Statements, such financial statements do not contain footnotes were prepared in compliance in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as may be required under GAAPof the respective dates thereof, and (3v) in the case of the Most Recent 2024 Financial Statements, are subject to normal and recurring year-end adjustmentswhen delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.3, none of which are expected to be material; and (ii) fairly present, will comply in all material respectsrespects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the financial position of Exchange Act and the Company Securities Act applicable to a registrant, in effect as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebythereof.
(c) The Neither the Company maintains a system nor any director or officer of internal controls designed the Company or any of its Subsidiaries nor, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge knowledge of the Company, since December 31, 2015, until the date hereof, neither any independent auditor of the Company nor any of or its Subsidiaries nor the Company’s independent registered accountant Subsidiaries, has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or any of its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing.
(d) The CompanyCompany maintains a system of internal accounting controls which the Company reasonably believes is sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s auditor has general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books and records of the Company have been, and are being, maintained in all times since its engagement material respects in accordance with GAAP and any other applicable legal and accounting requirements.
(e) Except as set forth on Section 4.8(e) of the Company Disclosure Letter, there are no outstanding loans or other extensions of credit made by the Company been, or its Subsidiaries to the Knowledge any of the Company: (i) a registered public accounting firm their respective executive officers (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X Rule 3b-7 under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A or any director of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companyor its Subsidiaries.
Appears in 1 contract
Sources: Business Combination Agreement (Horizon Space Acquisition II Corp.)
Financial Statements; Internal Controls. (a) The Attached as Section 5.9(a) of the Company has delivered to Parent Disclosure Letter are: true and complete copies of the (i) audited consolidated financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated statement of financial statementspositions and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, cash flows of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), as of and for the quarter years ended on March 31September 30, 2018 2024, September 30, 2023, and September 30, 2022 (collectively, the “Company Most Recent Unaudited Financial Statements,” and together with the Company Audited PCAOB Financial Statements, when delivered pursuant to Section 8.3, the “Company Audited and Unaudited Financial Statements” or “Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Except as set forth on Section 5.9(b) of the Company Disclosure Letter, the Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q3 Financial Statements and any PCAOB Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in accordance conformity with GAAP applied on a consistent basis throughout during the periods covered involved (except (1) as may be indicated in such Company the notes thereto and subject, in the case of the Q3 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries and (2iv) in the case of the Most Recent PCAOB Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) Statements when delivered by the Company for inclusion in the case Proxy/Registration Statement for filing with the SEC following the date of the Most Recent Financial Statementsthis Agreement in accordance with Section 8.3, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, will comply in all material respectsrespects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the financial position of Exchange Act and the Company Securities Act applicable to a registrant, in effect as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebythereof.
(c) The Company maintains Pro Forma Financial Statements will, when provided, present fairly in all material respects the information shown therein and will have been compiled on a system basis consistent with that of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting Financial Statements. The assumptions, information and data used in the preparation of financial statements for external purposes such Pro Forma Financial Statements are reasonably believed by the Company to be reasonable in accordance with GAAP. To light of current conditions and facts known to the Knowledge Company, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma Financial Statements.
(d) Neither the Company nor any director or officer of the Company nor or any of its Subsidiaries, to the knowledge of the Company, since December 31, 2015, until the date hereof, neither any independent auditor of the Company nor any of or its Subsidiaries nor the Company’s independent registered accountant Subsidiaries, has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or any of its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing.
(de) The Company’s auditor has at all times since its engagement by the Company been, maintains a system of internal accounting controls which is reasonably sufficient to the Knowledge of the Company: provide reasonable assurance that (i) a registered public accounting firm (as defined transactions are executed in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); accordance with management’s general or specific authorizations, (ii) “independent” transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books and records of the Company within the meaning of Regulation S-X under the Exchange Act; have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.
(iiif) in compliance with subsections (g) through (l) of Section 10A The Company Board would, as of the Exchange Act date hereof, be able to give a solvency statement in relation to each of the Company and the rules and regulations promulgated by the SEC and the Public Amalgamation Surviving Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 215I and Section 215J of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if Singapore Companies Act, respectively, to effect the Amalgamation, and the Company is not aware of any fact, matter or circumstance that has occurred or is reasonably expected to occur which would render the Company Board unable to give such Act applied solvency statement when required to do so in connection with the CompanyAmalgamation.
Appears in 1 contract
Sources: Business Combination Agreement (RF Acquisition Corp II)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Section 2.04 of the (i) audited consolidated financial statements, including balance sheets and income statements, I▇▇ Financial Disclosure Letter includes a complete copy of the Company Entities unaudited balance sheet, income statement and statement of cash flows of each of I▇▇ Trust and IRAFG as of and for the calendar nine (9) month period ended September 30, 2018 and the unaudited balance sheet, income statement and statement of cash flows of each of I▇▇ Trust and IRAFG for the years ended December 31, 2017 (the “Company Audited Financial Statements”), 2016 and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March December 31, 2018 2017 (collectively, the “Company Most Recent I▇▇ Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all I▇▇ Financial Statements have been prepared on a cash basis in accordance with the books and records of each of I▇▇ Trust and IRAFG throughout the periods indicated. Subject to the foregoing, the I▇▇ Financial Statements present fairly the financial condition and operating results of each of I▇▇ Trust and IRAFG as of the Company Notes Payable dates, and for the periods, indicated therein, subject to year-end adjustments (none of which, individually or in the aggregate, is material). The balance sheets as of September 30, 2018 for I▇▇ Trust and IRAFG are set forth on Schedule 2.4referred to collectively as the “I▇▇ Balance Sheet.”
(b) The Company Financial Statements (i) were prepared books and records of I▇▇ Trust and IRAFG have been maintained in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, sound business practices of companies of comparable size and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presenttype and, in all material respects, the with all applicable Legal Requirements and reflect all material financial position transactions of the Company as I▇▇ Trust and IRAFG. Each of the respective dates thereof I▇▇ Trust and the results of operations IRAFG maintains books and cash flows of the Company for the periods covered thereby.
(c) The Company records accurately reflecting, in all material respects, its assets and liabilities and maintains a system of internal accounting controls designed to that provide reasonable assurance regarding the reliability of financial reporting and the that (1) transactions are executed with management’s authorization; (2) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any each of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entitiesassets; (B3) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any reporting of the foregoing.
(d) The Company’s auditor has its assets is compared with existing assets at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Actregular intervals; and (iii4) in compliance with subsections (g) through (l) of Section 10A of accounts, notes and other receivables and inventory are recorded accurately, and procedures are implemented to effect the Exchange Act collection thereof on a current and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companytimely basis.
Appears in 1 contract
Sources: Equity Exchange Agreement (Non Invasive Monitoring Systems Inc /Fl/)
Financial Statements; Internal Controls. (a) The Company Seller has delivered made available to Parent true and complete each Purchaser copies of of: the (i) audited consolidated financial statements, including balance sheets statements and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated interim financial statementsstatements of Seller included in the Seller SEC Documents and such statements are complete and correct in all material respects, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered consistently applied, and fairly present (except (1) as may be indicated in such Company Financial Statements, and (2the notes thereto) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the consolidated financial position of the Company Seller and its consolidated Subsidiaries as of the respective dates thereof and the their consolidated results of operations and cash flows of the Company for the periods covered thereby.
then ended (cexcept with respect to the unaudited interim financial statements for normal recurring year-end adjustments that, individually or in the aggregate, would not be material); the Seller Financial Statements and the Indian Subsidiary Financial Statements and such statements are complete and correct in all material respects, have been prepared in accordance with GAAP consistently applied (or with respect to the Indian Subsidiary for the audited balance sheet and statement of income of the Indian Subsidiary and the footnotes thereto for the fiscal year ended March 31, 2008, in accordance with India statutory audit requirements and generally accepted accounting principles in India), and fairly present (except as may be indicated in the notes thereto) the consolidated financial position of the Sale Business as of the dates thereof and the consolidated results of operations for the periods then ended (except with respect to the unaudited interim financial statements for normal recurring year-end adjustments that, individually or in the aggregate, would not be material); the Seller Balance Sheet, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the notes thereto) the consolidated financial position of the Sale Business as of the date thereof; and the Seller Income Statement, which is complete and correct in all material respects, has been prepared in good faith and fairly presents (except as may be indicated in the notes thereto) the consolidated results of operation of the Sale Business for the period then ended (with a good faith estimate and allocation of the costs and expenses of Seller related to the Sale Business during such period). Seller and its Subsidiaries make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of their respective assets. The Company maintains a Seller's system of internal controls designed over financial reporting is sufficient in all material respects to provide reasonable assurance regarding the reliability of financial reporting and the (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for external purposes assets, (ii) that receipts and expenditures are executed in accordance with GAAP. To the Knowledge authorization of management, (iii) that access to assets is permitted only in accordance with management's general or specific authorization and (iv) regarding prevention or timely detection of the Companyunauthorized acquisition, since December 31, 2015, until use or disposition of the date hereof, neither the Company nor assets of Seller or any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any Subsidiary that would materially affect Seller's financial statements. No significant deficiency or material weakness was identified in the design or operation management's assessment of internal control over controls as of March 31, 2008 or in any such assessment conducted since March 31, 2008. The financial reporting utilized projections and business plan provided by Seller to each Purchaser prior to the Company Entities; (B) any illegal act or frauddate hereof was reasonably prepared on a basis reflecting the management's best estimates, whether or not materialassumptions and judgments, that involves at the Company’s management or other employees; or (C) any claim or allegation regarding any time provided to such Purchaser, as to the future financial performance of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm Sale Business. Seller's "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the ▇▇▇▇ ▇▇▇) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by Seller in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to Seller's management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Seller required under the 1934 Act with respect to such reports. The audit committee of the Seller Board includes an Audit Committee Financial Expert, as defined by Item 401(h)(2) of Regulation S-K. The Seller has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, comptroller or principal accounting officer, or persons performing similar functions. The Seller has promptly disclosed any change in or waiver of Seller's code of ethics with respect to any such persons, as required by Section 2(a)(12406(b) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to . To the Company within the meaning Knowledge of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) Seller, there have been no violations of Section 10A provisions of the Exchange Act and the rules and regulations promulgated Seller's code of ethics by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companypersons.
Appears in 1 contract
Sources: Asset Purchase Agreement (Zilog Inc)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Copies of the (i) audited consolidated financial statements, including balance sheets and income statementsconsolidated statements of income, stockholders’ equity and cash flows of the Company Entities Target Companies as of and for the calendar years ended December 31, 2017 2011 and 2010 (the “Company Audited Financial Statements”), and (ii) copies are contained in Section 3.7 of the unaudited Disclosure Letter. Copies of the consolidated balance sheet and consolidated statements of income, stockholders’ equity and cash flows of the Target Companies as of and for the five-month period ended on May 31, 2012 (such financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Interim Financial Statements”) (such balance sheet being referred to as ), are also contained in Section 3.7 of the “Company Latest Balance Sheet”)Disclosure Letter. The Company represents that all Financial Statements and the Interim Financial Statements were derived from the books and records of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, Target Companies and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly presentpresent fairly, in all material respects, the consolidated financial position of the Company Target Companies as of the respective dates thereof and the consolidated results of operations and operations, changes in cash flows and stockholders’ equity of the Company Target Companies for the periods covered by such statements, and have been prepared in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Financial Statements, except for: (i) normal and customary year-end adjustments and (ii) the omission of footnote disclosures required by GAAP.
(cb) The Company maintains a Target Companies’ system of internal controls designed to provide reasonable assurance regarding the reliability of over financial reporting and is sufficient (i) to permit, in all material respects, the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the Company, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor the Company’s independent registered accountant has identified or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” to ensure that material transactions are executed with respect to the Company within the meaning of Regulation S-X under the Exchange Act; management oversight and authorization, as applicable and (iii) in compliance with subsections (g) through (l) of Section 10A to prevent or timely detect the unauthorized acquisition, use or disposition of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 material assets of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyTarget Companies.
Appears in 1 contract
Sources: Stock Purchase Agreement (Olin Corp)
Financial Statements; Internal Controls. (a) The Attached as Section 5.9(a) of the Company has delivered to Parent true Disclosure Letter are: true, fair and complete copies of the (i) audited unaudited consolidated balance sheets of the Group Companies, and the related statements of operations and statements of cash flows, as of and for the years ended June 30, 2023 and June 30, 2022(such financial statements, including balance sheets and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and together with any Interim Financial Statements (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiariesas defined below), for the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were prepared from the books and records of the Group Companies; (ii) were prepared on an accrual basis in accordance with GAAP; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition on a consolidated basis as of date of the respective period then ended (such date, the “Statements Date”) including for all warranty, maintenance, services and indemnification obligations; and (iv) contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the Company with respect to the applicable Statements Date. The Financial Statements truly and fairly reflect in all material respects the outstanding Indebtedness of the Company as of the applicable Statement Date, subject to any adjustment in the Financial Statements. The Financial Statements when delivered (i) shall give a true and fair view of the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended, (ii) shall have been prepared in conformity with GAAP applied on a consistent basis throughout during the periods covered involved (except (1) as may be indicated in such the notes thereto), (iii) shall have been prepared from, and shall have been in accordance in all material respects with, the books and records of the Company Financial Statementsand its consolidated Subsidiaries, (iv) shall contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial position on a consolidated basis as of their dates including for all warranty, maintenance, service and indemnification obligations, (v) shall contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the Group Companies with respect to the periods then ended, and (2vi) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) Statements when delivered by the Company for inclusion in the case Proxy/Registration Statement for filing with the SEC following the date of the Most Recent Financial Statementsthis Agreement in accordance with Section 7.3, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, will comply in all material respectsrespects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the financial position of Exchange Act and the Company Securities Act applicable to a registrant, in effect as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebythereof.
(c) The Neither the Company maintains a system nor any director or officer of internal controls designed the Company nor or any of its Subsidiaries, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge knowledge of the Company, since December 31, 2015, until the date hereof, neither any independent auditor of the Company nor any of or its Subsidiaries nor the Company’s independent registered accountant has Subsidiaries, has, since July 1, 2021, identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or any of its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor has at all times since its engagement by Since July 1, 2021, the Company been, has maintained a system of internal accounting controls which is reasonably sufficient to the Knowledge of the Company: provide reasonable assurance that (i) a registered public accounting firm (as defined transactions are executed in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); accordance with management’s general or specific authorizations, (ii) “independent” transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books and records of the Company within the meaning of Regulation S-X under the Exchange Act; have been, and (iii) are being, maintained in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved all material respects in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyGAAP and any other applicable legal and accounting requirements.
Appears in 1 contract
Sources: Business Combination Agreement (Acri Capital Acquisition Corp)
Financial Statements; Internal Controls. (ai) The Company Seller has previously delivered to Parent Purchaser true and complete copies of the (iA) audited consolidated financial statements, including its balance sheets and income statements, as of the Company Entities for the calendar years ended December 31, 2017 (2008, 2009 and 2010 and the “Company Audited Financial Statements”)related statements of operations, stockholders’ equity and cash flows for the fiscal years then ended, including the footnotes thereto, if any, additional or supplemental information supplied therewith and the report prepared in connection therewith by the independent certified public accountants auditing such financial statements; and (iiB) copies of the unaudited consolidated its interim monthly financial statements, including balance sheets reports and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), financial statements for the quarter period beginning after December 31, 2010 and ended on March 31June 30, 2018 2011. The documents described in clauses (A) and (B) above (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Seller Financial Statements”):
1) (such balance sheet being referred to are true, complete and correct;
2) are in accordance with the books and records of Seller;
3) present fairly and accurately the assets, liabilities, revenues, expenses and financial condition of Seller as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.dates thereof, and the results of operations for the periods then ended;
(b) The Company Financial Statements (i4) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1involved; and
5) as may be indicated in such Company Financial Statements, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes have been prepared in accordance with GAAP. To .
(ii) Neither Seller nor any of its Subsidiaries has any material liability (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected on or reserved against the Knowledge consolidated balance sheet of Seller for the Companyfiscal quarter ended June 30, 2011 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 2011 or in connection with this Agreement and the transactions contemplated hereby.
(iii) The records, systems, controls, data and information of Seller and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Seller or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described below in this Section 5.02(g)(iii).
(iv) Since December 31, 20152010, until (A) through the date hereof, neither the Company Seller nor any of its Subsidiaries nor nor, to Seller’s knowledge, any director, officer, employee, auditor, accountant or representative of Seller or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Company’s independent registered accountant accounting or auditing practices, procedures, methodologies or methods of Seller or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller or any of its Subsidiaries has identified engaged in questionable accounting or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; auditing practices, and (B) no attorney representing Seller or any illegal act or fraudof its Subsidiaries, whether or not material, that involves the Company’s management employed by Seller or other employees; or (C) any claim or allegation regarding any of the foregoing.
(d) The Company’s auditor its Subsidiaries, has at all times since reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Seller or any of its engagement by the Company beenSubsidiaries or any of their respective officers, directors, employees or agents to the Knowledge Board of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) Directors of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect Seller or any committee thereof or to the Company within the meaning any director or officer of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanySeller.
Appears in 1 contract
Sources: Merger Agreement (S&t Bancorp Inc)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true audited statements of total assets, total liabilities and complete copies of the (i) audited consolidated financial statements, including balance sheets shareholders’ equity and total comprehensive income statements, of the Company Entities for the calendar fiscal years ended December 31, 2017 2022 and 2021 (collectively, the “Company Audited Financial Statements”), were prepared and audited in accordance with the standards, principles and practices specified therein and, subject thereto, in accordance with GAAP, the standards of the American Institute of Certified Public Accountants and applicable Law as at the Balance Sheet Date, except as otherwise noted therein. Prior to the date hereof, true, complete and correct copies of the Audited Financial Statements and the accompanying independent auditors’ reports, as applicable, have been made available to Acquiror.
(iib) Prior to the date hereof the Company has made available to Acquiror true, complete and correct copies of the unaudited consolidated financial statements, including balance sheets and income statementsrelated unaudited consolidated statements of income, shareholders’ equity and cash flows of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), for the quarter ended on as of March 31, 2018 2022 and March 31, 2023 (collectively, the “Company Most Recent Unaudited Financial Statements,” and and, together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents Subject to notes and normal year-end audit adjustments that all of are not material in amount or effect, the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Unaudited Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statementsstandards, principles and (2) practices specified in the case of the Most Recent Audited Financial StatementsStatements and, such financial statements do not contain footnotes as may be required under GAAPsubject thereto, (3) in the case of the Most Recent Financial Statements, are subject to normal accordance with applicable Law and recurring year-end adjustments, none of which are expected to be material; show a true and (ii) fairly presentfair view, in all material respects, of the: (i) assets, liabilities, the financial position and state of affairs of the Company as of March 31, 2022 and March 31, 2023 and (ii) the profits and losses and cash flow of the Company for the three-month period ended as of March 31, 2022 and March 31, 2023, respectively.
(c) The Financial Statements were derived from the books and records of the Company and prepared in accordance with GAAP, except as may be indicated in the notes thereto and using in all material respects the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied in the preparation of the consolidated financial statements of the Company in the last two (2) years. The Financial Statements fairly present in all material respects the assets, liabilities, cash flow and financial condition and results of operations of the Company as of the respective dates thereof times and the results of operations and cash flows of the Company for the periods covered therebyreferred to therein. Since the Balance Sheet Date, the Company has not made any material change in the accounting practices or policies applied in the preparation of the Financial Statements, except as required by applicable Law or GAAP.
(cd) The Company maintains a system of accounting and internal controls designed to provide reasonable assurance assurances regarding the reliability of the financial reporting and the preparation of the financial statements for external purposes of the Company in accordance in all material respects with GAAP. To the Knowledge of the CompanySince its inception, since December 31, 2015, until the date hereof, neither the Company nor any of its Subsidiaries nor (including the Company’s personnel and independent registered accountant has accountants who participated in the preparation or review of financial statements or the internal accounting controls employed by the Company) have not identified or nor been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; Company, (Bii) any illegal act or fraudFraud, whether or not material, that involves management of the Company’s management Company or other employees; any personnel involved in financial reporting or (Ciii) any written claim or allegation regarding any of the foregoing.
(d) . The Company’s auditor has at all times since its engagement Financial Statements, when delivered by the Company beenfor inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 8.02, to will comply in all material respects with the Knowledge of the Company: (i) a registered public applicable accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” requirements and with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by of the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved Securities Act in accordance with Section 201 effect as of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companydate.
Appears in 1 contract
Sources: Merger Agreement (10X Capital Venture Acquisition Corp. III)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Section 3.06(a) of the Seller Disclosure Schedules sets forth (i) the Company’s audited consolidated financial statements, including statements consisting of the balance sheets and income statements, of the Company Entities as of March 31, 2020 and March 31, 2021 and the related statement of operations, statement of changes in stockholders’ equity and statement of cash flows for the calendar fiscal years then ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the Company’s unaudited consolidated financial statements, including statements consisting of the balance sheets and income statements, sheet of the Company as of June 30, 2021 and its Subsidiaries (including the Company Foreign Subsidiaries), statement of profits and losses for the quarter three-month period then ended on March 31, 2018 (collectively, the “Company Most Recent Unaudited Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (iincluding the related notes and schedules thereto) were (x) have been prepared from the books and records of the Company, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered period involved (except (1) as may be indicated in such Company Financial Statementsnoted therein), and (2) subject, in the case of the Most Recent Unaudited Financial Statements, such to normal and recurring year-end adjustments, none of which shall be material, individually or in the aggregate, and the absence of notes and (z) fairly present in all material respects the financial statements do not contain footnotes condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2021 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”.
(b) Section 3.06(b) of the Seller Disclosure Schedules sets forth the unaudited management accounts of the Company, extracted from the reporting system of the Company, as of August 31, 2021 and for the five-month period then ended (the “Management Accounts”). The Management Accounts (i) have been prepared from the books and records of the Company, (ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (except as may be required under GAAPnoted therein), (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to shall be material; , individually or in the aggregate, and the absence of notes, and (iiiii) fairly presenthaving regard for the purpose for which such financial information was prepared, in all material respects, do not (A) materially overstate the financial position value of the assets nor materially understate the liabilities of the Company as of at the respective dates thereof and to which they were prepared, or (B) materially overstate the results of operations and cash flows profits or materially understate the losses of the Company for in respect of the periods covered therebyto which the relate.
(c) The Company maintains has a system of internal controls designed over financial reporting that is sufficient to comply in all material respects with all legal and accounting requirements applicable to the business of the Company and provide reasonable assurance regarding the reliability of financial reporting and the (i) that transactions are recorded as necessary to permit preparation of financial statements for external purposes in accordance with GAAP. To GAAP consistently applied and (ii) of the Knowledge prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of the Company, since December 31, 2015, until the date hereof, neither the . The Company nor any of its Subsidiaries nor the Company’s independent registered accountant has not identified or been made aware of: (Ax) any significant deficiency deficiencies or material weakness weaknesses in the design or operation of internal control controls over financial reporting utilized by the Company Entities; and (By) any illegal act or fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s management preparation of financial statements or other employees; or (C) any claim or allegation regarding any of the foregoinginternal controls over financial reporting.
(d) The Company’s auditor has at all times since its engagement by Since January 1, 2019, the Company beenhas not received any material complaint, allegation, assertion or written claim regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12loan loss reserves, write-downs, charge-offs and accruals) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to Company or its internal accounting controls, including any material complaint, allegation, assertion or written claim that the Company within has engaged in questionable accounting or auditing practices.
(e) The Company is not a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract or arrangement, where the meaning result, purpose or intended effect of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) such Contract or arrangement is to avoid disclosure of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for material transaction involving, or material liabilities of, the Company Entities that would be required to be approved in accordance with Section 201 of its financial statements, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyFinancial Statements.
Appears in 1 contract
Sources: Stock Purchase Agreement (American Eagle Outfitters Inc)
Financial Statements; Internal Controls. (a) The Attached as Section 5.9(a) of the Company has delivered to Parent Disclosure Letter are: true and complete copies of the (i) the audited consolidated statement of financial statementspositions and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, cash flows of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), as of and for the quarter years ended on March December 31, 2018 2021 and December 31, 2020, together with the auditor’s reports thereon (collectively, the “Company Most Recent Audited Financial Statements,”) and (ii) the unaudited consolidated statement of financial positions and consolidated statements of comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of and for the three-month period ending March 31, 2022 (the “Q1 Financial Statements” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in accordance conformity with GAAP all applicable Laws and IFRS applied on a consistent basis throughout during the periods covered involved (except (1) as may be indicated in such Company the notes thereto and subject, in the case of the Q1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries and (2iv) in the case of the Most Recent Audited Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, Statements comply in all material respectsrespects with the applicable accounting requirements and with the rules and regulations of the SEC, the financial position of Exchange Act and the Company Securities Act applicable to a registrant, in effect as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebythereof.
(c) The Neither the Company maintains a system nor any director or officer of internal controls designed the Company or any of its Subsidiaries, nor to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge knowledge of the Company, since December 31, 2015, until the date hereof, neither any independent auditor of the Company nor any of or its Subsidiaries nor the Company’s independent registered accountant Subsidiaries, has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or any of its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing.
(d) The CompanyCompany maintains a system of internal accounting controls, policies and procedures (whether formal or informal) which is reasonably sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s auditor has at all times since its engagement by general or specific authorizations, (ii) that transactions are recorded, and records are maintained in reasonable detail as necessary to permit preparation of accurate financial statements in conformity with IFRS, which fairly reflect the transactions and disposition of assets of each of the Company beenand its Subsidiaries and to maintain asset accountability, (iii) that access to assets is permitted only in accordance with management’s general or specific authorization, (iv) that the Knowledge recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, (v) that information required to be disclosed by each of the Company and its Subsidiaries is recorded and reported on a timely basis, and (vi) regarding prevention or timely detection of unauthorized acquisitions, misappropriation, use or disposition of the Company: ’s, or its Subsidiaries’, assets that could have a material effect on its financial statements (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” such materiality assessed with respect to a Company Material Adverse Effect).
(e) The books and records of the Company within the meaning of Regulation S-X under the Exchange Act; have been, and are being, maintained in all material respects in accordance with IFRS and any other applicable legal and accounting requirements.
(iiif) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor , and each of its Subsidiaries, do not have any outstanding loan capital and has not provided engaged in nor agreed to engage in any non-audit services for the Company Entities that financing or other transaction or act of a type which would not be required to be approved shown or reflected in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the CompanyFinancial Statements.
Appears in 1 contract
Sources: Business Combination Agreement (Fat Projects Acquisition Corp)
Financial Statements; Internal Controls. (a) The Company has delivered to Parent true and complete copies Attached as Section 2.7 of the Company Disclosure Schedule are (i) the audited consolidated financial statementsbalance sheets, including balance sheets statements of income and income statements, stockholders’ equity and statements of cash flows of the Company Entities as of and for the calendar fiscal years ended December 31, 2017 2013 and December 31, 2012 and (ii)(1) the unaudited balance sheet of Company (the “Company Audited Financial StatementsBalance Sheet”)) as of May 31, 2014 (the “Company Balance Sheet Date”) and (ii2) copies of the unaudited consolidated financial statementsstatements of income, including balance sheets stockholders’ equity and income statements, of the Company and its Subsidiaries (including the Company Foreign Subsidiaries), cash flows for the quarter five-month period ended on March May 31, 2018 2014, in the case of (collectivelyi) above, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statementsnotes to such financial statements (collectively, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Company Financial Statements (i) were are consistent with the books and records of the Company; (ii) have been prepared in accordance with GAAP (except that the unaudited Company Financial Statements do not contain footnotes and are subject to normal year-end adjustments) applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statements, covered; and (2iii) fairly present in all material respects the financial position, results of income, stockholders’ equity and cash flows of the Company and the Company Subsidiaries on a consolidated basis as of the dates indicated therein or for the periods indicated therein, subject to normal year-end adjustments and the absence of footnotes in the case of the Most Recent unaudited Company Financial Statements, such financial . The statements of income included in the Company Financial Statements do not contain footnotes as may any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be required under disclosed separately in accordance with GAAP, (3) except as expressly specified in the case applicable statement of operations or notes thereto. The books of account of the Most Recent Company accurately reflect the Company’s items of income and expense and all assets and liabilities and accruals that properly should have been reflected therein in accordance with GAAP consistently applied throughout the periods covered thereby except as disclosed in the Company Financial Statements. The Company has provided or made available to Parent copies of all material correspondence with its independent certified accountants since January 1, 2011.
(b) The Company and the Company Subsidiaries maintain a system of internal controls over financial reporting that provides reasonable assurance that (i) records are subject to normal maintained in reasonable detail and recurring year-end adjustments, none of which are expected to be material; accurately and (ii) fairly presentreflect, in all material respects, the financial position transactions and dispositions of the assets of the Company as of the respective dates thereof and the results Company Subsidiaries; (ii) receipts and expenditures and other transactions are executed in accordance with the authorization of operations and cash flows of the Company for the periods covered thereby.
management; (ciii) The Company maintains a system of internal controls designed transactions are recorded as necessary to provide reasonable assurance regarding the reliability of financial reporting and the permit preparation of financial statements in conformity with GAAP and to maintain accountability for external purposes in accordance with GAAP. To the Knowledge assets and liabilities of the Company, since December 31, 2015, until the date hereof, neither Company and the Company nor any Subsidiaries; and (iv) there is prevention or timely detection of its the unauthorized acquisition, use, or disposition of assets of the Company and the Company Subsidiaries nor that would have a material effect on the Company’s independent registered accountant has identified or been made aware of: (A) any financial statements. No significant deficiency or material weakness was identified in the design or operation management’s assessment of internal control over financial reporting utilized by the Company Entities; (B) controls as of May 31, 2014, nor has any illegal act such deficiency or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoingweakness since been identified.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract
Sources: Merger Agreement (Techne Corp /Mn/)
Financial Statements; Internal Controls. (a) The Company has delivered previously provided to Parent Acquiror true and complete copies of the (i) audited consolidated statement of financial statementsposition and consolidated statements of comprehensive income, including balance sheets changes in equity and income statements, of the Company Entities for the calendar years ended December 31, 2017 (the “Company Audited Financial Statements”), and (ii) copies of the unaudited consolidated financial statements, including balance sheets and income statements, cash flows of the Company and its Subsidiaries as of and for the years ended December 31, 2023 and December 31, 2022, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements (including the Company Foreign Subsidiaries)standards of the PCAOB) and with the rules and regulations of the SEC, for the quarter ended on March 31, 2018 Exchange Act and the Securities Act applicable to a registrant (collectivelythe “Audited Financial Statements” and the Audited Financial Statements together with the H1 Financial Statements to be delivered pursuant to this Agreement, the “Company Most Recent Financial Statements,” and together with the Company Audited Financial Statements, the “Company Financial Statements”) (such balance sheet being referred to as the “Company Latest Balance Sheet”). The Company represents that all of the Company Notes Payable are set forth on Schedule 2.4.
(b) The Except as set forth on Section 4.8(b) of the Company Disclosure Letter, the Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended (except as may be indicated in the notes thereto and subject, in the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (ii) were prepared in accordance conformity with GAAP IFRS applied on a consistent basis throughout during the periods covered except involved (1) as may be indicated subject, in such Company the case of the H1 Financial Statements, to normal year-end adjustment and the absence of footnotes), (2iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated Subsidiaries, (iv) in the case of the Most Recent Audited Financial Statements, such financial statements do not contain footnotes were prepared in compliance in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as may be required under GAAPof the respective dates thereof, and (3v) in the case of the Most Recent H1 Financial Statements, are subject to normal and recurring year-end adjustmentswhen delivered by the Company for inclusion in the Proxy/Registration Statement for filing with the SEC following the date of this Agreement in accordance with Section 7.3, none of which are expected to be material; and (ii) fairly present, will comply in all material respectsrespects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the financial position of Exchange Act and the Company Securities Act applicable to a registrant, in effect as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered therebythereof.
(c) The Company maintains Pro Forma Financial Statements will, when provided, present fairly in all material respects the information shown therein, comply in all material respects with the applicable accounting requirements (including the standards of the PCAOB) and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable thereto, in effect as of the respective dates thereof, and will have been compiled on a system basis consistent with that of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting Audited Financial Statements. The assumptions, information and data used in the preparation of financial statements for external purposes such Pro Forma Financial Statements are reasonably believed by the Company to be reasonable in accordance with GAAP. To light of current conditions and facts known to the Knowledge Company, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Pro Forma Financial Statements.
(d) Neither the Company nor any director or officer of the Company or any of its Subsidiaries nor, to the knowledge of the Company, since December 31, 2015, until the date hereof, neither any independent auditor of the Company nor any of or its Subsidiaries nor the Company’s independent registered accountant Subsidiaries, has identified or been made aware of: of (Ai) any significant deficiency or material weakness in the design or operation system of internal control over financial reporting accounting controls utilized by the Company Entities; or any of its Subsidiaries, (Bii) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any of its Subsidiaries or (Ciii) any claim or allegation regarding any of the foregoing.
(de) The CompanyCompany maintains a system of internal accounting controls which the Company reasonably believes is sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s auditor has general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books and records of the Company have been, and are being, maintained in all times since its engagement material respects in accordance with IFRS and any other applicable legal and accounting requirements.
(f) Except as set forth on Section 4.8(f) of the Company Disclosure Letter, there are no outstanding loans or other extensions of credit made by the Company been, or its Subsidiaries to the Knowledge any of the Company: (i) a registered public accounting firm their respective executive officers (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X Rule 3b-7 under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A or any director of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Companyor its Subsidiaries.
Appears in 1 contract
Sources: Business Combination Agreement (Bukit Jalil Global Acquisition 1 Ltd.)
Financial Statements; Internal Controls. (a) The Company has delivered Made Available to Parent true Buyer true, accurate and complete copies of the Company’s (i) audited audited, combined and consolidated financial statements, including balance sheets as of December 31, 2004, 2005 and income statements2006 and the related audited statements of income, of the Company Entities cash flows and shareholders’ equity for the calendar fiscal years ended December 31, 2017 2004, 2005 and 2006 (including the related notes and independent auditors reports thereon) (the “Company Audited Annual Financial Statements”), ) and (ii) copies of the unaudited consolidated balance sheet as of June 30, 2007 and the related unaudited consolidated statements of income, cash flows and shareholders’ equity for the six months ended June 30, 2007 (the “Unaudited Financial Statements”; and, together with the Annual Financial Statements, the “Financial Statements”; the balance sheet included in the Unaudited Financial Statements referred to herein as the “Company Balance Sheet”, and the date of such balance sheet, the “Company Balance Sheet Date”). Each of the foregoing financial statementsstatements (including in all cases the notes thereto, including balance sheets if any) is accurate and income statementscomplete, is consistent with the books and records of the Company (which, in turn, are accurate and complete), fairly presents the financial condition and operating results of the Company and its Subsidiaries and has been prepared in accordance with Dutch GAAP consistently applied throughout the periods covered thereby (including or, with respect to the Company Foreign Subsidiaries), Annual Financial Statements for 2007 and the quarter ended on March 31, 2018 (collectively, the “Company Most Recent Financial Statements,” and together with the Company Audited Unaudited Financial Statements, IFRS consistently applied throughout the “Company Financial Statements”) (such balance sheet being referred to as periods covered thereby), subject in the “Company Latest Balance Sheet”). The Company represents that all case of the Company Notes Payable Unaudited Financial Statements to the absence of footnotes and normal year-end adjustments, which are set forth on Schedule 2.4not expected to be material.
(b) The To the knowledge of the Company, the Company Financial Statements and its Subsidiaries maintain proper and adequate internal accounting controls that provide assurance that (i) were prepared in accordance transactions are executed with GAAP applied on a consistent basis throughout the periods covered except (1) as may be indicated in such Company Financial Statementsmanagement’s authorization, and (2) in the case of the Most Recent Financial Statements, such financial statements do not contain footnotes as may be required under GAAP, (3) in the case of the Most Recent Financial Statements, are subject to normal and recurring year-end adjustments, none of which are expected to be material; and (ii) fairly present, in all material respects, the transactions are recorded as necessary to permit preparation of their financial position of the Company as of the respective dates thereof statements and the results of operations and cash flows of the Company to maintain accountability for the periods covered therebytheir assets.
(c) The Company maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. To the Knowledge of the CompanyAs at September 30, since December 312007, 2015, until the date hereof, neither the Company nor any of and its consolidated Subsidiaries nor had cash on the Company’s independent registered accountant has identified balance sheet in an amount equal to or been made aware of: (A) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by the Company Entities; (B) any illegal act or fraud, whether or not material, that involves the Company’s management or other employees; or (C) any claim or allegation regarding any of the foregoinggreater than €6,800,000.
(d) The Company’s auditor has at all times since its engagement by the Company been, to the Knowledge of the Company: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act; and (iii) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. The Company’s auditor has not provided any non-audit services for the Company Entities that would be required to be approved in accordance with Section 201 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act if such Act applied to the Company.
Appears in 1 contract