Financial Statements; Undisclosed Liabilities Sample Clauses
The 'Financial Statements; Undisclosed Liabilities' clause requires a party, typically the seller in a transaction, to confirm that the financial statements provided are accurate and that there are no hidden or unreported liabilities. This clause often obligates the seller to disclose all debts, obligations, or financial commitments not reflected in the provided financial documents, such as pending lawsuits or off-balance-sheet arrangements. Its core function is to ensure transparency and protect the buyer from unexpected financial risks by holding the seller accountable for any undisclosed liabilities that could affect the value or stability of the business.
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Financial Statements; Undisclosed Liabilities. (a) BP has made available to Mountain a true and complete copy of unaudited income statements of the Business for fiscal years 2019 through 2022 (the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the results of operations of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein.
(b) The audited consolidated balance sheets of the Business as of June 30, 2022 and June 30, 2023 and the related audited consolidated statements of income and cash flows of the Business for each of the years then ended (the “Closing Company Audited Financial Statements”), when delivered following the date of this Agreement in accordance with Section 6.14, (i) will be prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (ii) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, (iii) will have been audited in accordance with the standards of the PCAOB and (iv) will contain an unqualified report of FCB’s auditors.
(c) Except (i) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of its covenants and agreements in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, (ii) as set forth in the Financial Statement for fiscal year 2022 of the Business, (iii) incurred in the ordinary course of business following the end of the fiscal year 2022 of the Business (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law) or (iv) for Liabilities that are not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, no Group Company has any Liabilities.
(d) FCB and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements of the Group Companies in accordance with IFRS.
(e) Since January 1, 2018, no RemainCo Entity or Group Company has received any written material complaint, al...
Financial Statements; Undisclosed Liabilities. (a) The Financial Statements and the Interim Financial Statements (true, complete and accurate copies of which have been previously delivered to Purchaser) have been prepared from the books and records of the Company on a consistent basis (and, in the case of the Financial Statements, in accordance with GAAP applied on a consistent basis) throughout the periods covered thereby and fairly present in all material respects the financial condition of the Company as at their respective dates and the results of operations (and, in the case of the Financial Statements, the cash flows) of the Company for the periods covered thereby.
(b) As of the date of the Balance Sheet, other than those set forth in Section 4.6(b) of the Disclosure Schedule, the Company had no material liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise and, in the case of any such liabilities, debts, or obligations in respect of any Taxes, as determined on the basis of Tax Law as in effect as of the date of the Balance Sheet), except for liabilities, debts, or obligations reflected or reserved against in the Balance Sheet or the Financial Statements (including the footnotes thereto). Since the date of the Balance Sheet, the Company has conducted its businesses in the ordinary course consistent with past practice and has not incurred any liabilities, debts, or obligations of the type required to be reported on a balance sheet (including the footnotes thereto) prepared in accordance with GAAP (whether absolute, accrued, contingent or otherwise), except for liabilities incurred in the ordinary course of business and not reasonably likely to have a Material Adverse Effect. Since the date of the Balance Sheet, there has been no material adverse change in the business, operations, assets, condition (financial or otherwise), liabilities or results of operations of the Company (other than general economic or industry conditions), and, to the actual knowledge of the General Partners and the Sellers, no event has occurred or facts or circumstances exist which would be reasonably likely to result in a Material Adverse Effect.
Financial Statements; Undisclosed Liabilities. (a) The Company has made available to HighCape a true and complete copy of (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2019, and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended, (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2020, and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for the twelve (12)-month period then ended, and (iii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2019 and December 31, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended (clauses (i), (ii), and (iii) are collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Financial Statements (including the notes thereto) (A) was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Group Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (C) in the case of the Financial Statements included in clause (iii) only, were prepared in accordance with the standards of the PCAOB, and comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).
(b) The audited consolidated balance sheets of the Group Companies as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the periods then ended (the “Closing Company Audited Financial Statements”), when delivered followin...
Financial Statements; Undisclosed Liabilities. (a) RRMS’s Annual Report on Form 10-K filed with the SEC on February 26, 2016 (the “RRMS 10-K”) sets forth a true and complete copy of the consolidated audited statements of income, changes in equity and cash flows for each of the three years in the period ended December 31, 2015 and consolidated balance sheets as of December 31, 2015 and 2014 for RRMS, including the notes thereto, and RRMS’s Quarterly Report on Form 10-Q filed with the SEC on May 6, 2016 (the “RRMS 10-Q”) sets forth a true and complete copy of the unaudited condensed consolidated statements of income and cash flows for each of the three month periods ending March 31, 2016 and March 31, 2015 and unaudited condensed consolidated balance sheet as of March 31, 2016 for RRMS, including the notes thereto (the referenced financial statements set forth in the RRMS 10-K and in the RRMS 10-Q are collectively referred to as the “RRMS Financial Statements”). The RRMS Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of RRMS as of such dates and the consolidated statements of income and cash flows of RRMS for such periods, except as otherwise noted therein. Except as set forth in the RRMS Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a RRMS Material Adverse Effect. RRMS has not had any disagreement with its independent public accounting firm that required disclosure in the RRMS SEC Reports.
(b) There are no liabilities or obligations of RRMS, RRMS General Partner or the RRMS Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations disclosed, reflected or reserved against in the RRMS Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2015, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether k...
Financial Statements; Undisclosed Liabilities. (a) Copies of the audited consolidated balance sheets, consolidated statements of income, consolidated statements of members’ equity, and consolidated statements of cash flows and notes to consolidated financial statements (together with any supplementary information thereto) of the Target Companies as of and for the years ended December 31, 2020 and 2021 (the “Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The Company Financial Statements are based on the books and records of the Target Companies, which books and records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of the Target Companies as of the dates thereof and the consolidated results of operations and cash flows of the Target Companies for the periods covered by such statements, in accordance with GAAP consistently applied through the periods covered thereby, except as disclosed therein, and, in the case of the Interim Company Financial Statements, except for year-end adjustments, tax accruals, and the omission of footnote disclosures required by GAAP.
(b) The Company maintains a system of internal accounting controls and procedures appropriate for its size and the industry in which it operates that are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of their financial statements in accordance with GAAP. The Company has not identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the management of the Company or any personnel who have a role in the preparation of the Company Financial Statements or the internal accounting controls utilized by the Company, or (iii) any claim or allegation regarding any of the foregoing.
(c...
Financial Statements; Undisclosed Liabilities. (a) Section 3.4(a) of the Company Disclosure Schedules sets forth true and complete copy of the unaudited consolidated statements of financial position of the Current Companies as of June 30, 2023 and June 30, 2024 (provided that the financial statements as of and for the year ended June 30, 2024 were provided without footnotes and do not reflect any pro forma adjustments relating to non-recurring transactions after the balance date) (the “Latest Balance Sheet Date”) and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity and cash flows of the Current Companies for the twelve month periods then ended (collectively, the “Company Financial Statements”). Each of the Company Financial Statements (including the notes thereto) (A) was prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly presents, in all material respects, the financial position, results of operations and cash flows of the Current Companies as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein.
(b) No Group Company has any Liabilities of the type required to be set forth on a balance sheet in accordance with IFRS, except (i) as reflected on the Company Financial Statements, (ii) for Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which is a Liability for breach of contract, breach of warranty, tort, infringement or violation of Law), and (iii) for Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Ancillary Documents, the performance of their respective covenants or agreements in this Agreement or any Ancillary Document or the consummation of the Transactions.
(c) The Company has established and maintains systems of internal accounting controls that are designed to provide, in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s authorization and (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial statements in accordance with IFRS and to maintain accountability for the Company’s assets. The Company maintains and, for all periods covered by the Company Financial Statements, has maintained books and records of the Group Companies in the ordinary course of business ...
Financial Statements; Undisclosed Liabilities. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company included in the Company Reports (including the notes thereto) fairly present, in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end adjustments and footnotes in the case of any unaudited interim financial statements). Except as and to the extent reflected or reserved against in such consolidated balance sheets (including the notes thereto), and except for liabilities or obligations which were incurred in the ordinary course of business consistent with past practice since October 30, 1999 or which were incurred after such date and are expressly disclosed in the Company Reports filed following such date and prior to the date hereof, the Company and its Subsidiaries do not have any liabilities or obligations (absolute or contingent) of a nature required to be or customarily reflected in a consolidated balance sheet (or the notes thereto) prepared in accordance with GAAP consistently applied. The consolidated statements of operations present fairly in all material respects the results of operations of the Company for the periods indicated.
Financial Statements; Undisclosed Liabilities. (a) Attached hereto as Exhibit A are true and complete copies of the unaudited balance sheet of Nice as at December 31, 1995 (the "1995 Balance Sheet") and the related unaudited statements of income and statements of cash flows and changes in the home-office account for the years ended December 31, 1993, 1994 and 1995 (collectively, the "Annual Financials") and the related unaudited statements of income and statements of cash flows and changes in the home-office account for the fiscal quarters ended March 31, June 30, and September 30, 1996 (collectively, the "Interim Financials and, together with the Annual Financials, the "Financials").
(b) The Financials (i) have been prepared based on the books and records of Nice in accordance with the normal accounting practices of Nice and Seller, consistent with past practice and with each other, and present fairly the financial condition, results of operations and statements of cash flow of Nice as of the dates indicated or the periods indicated; and (ii) with respect to contracts and commitments for the sale of goods or the provision of services by Nice, contain and reflect adequate reserves for all reasonably anticipated material losses and costs and expenses in excess of expected receipts. Any differences between GAAP and Seller's accounting practices, as well as the estimated magnitude of such impact on the Financials resulting from such differences, are set forth on Schedule 3.06(b)
(c) Except as set forth on Schedule 3.06(c), there are no material Liabilities relating to Nice other than:
(i) any Liability accrued as a Liability on the 1995 Balance Sheet; and
(ii) Liabilities specifically disclosed and identified as such in the schedules to this Agreement.
Financial Statements; Undisclosed Liabilities. (a) Attached as Section 4.04(a) of the Seller Disclosure Letter are (i) the unaudited special purpose statement of net assets of the Business as of December 31, 2016 (the “Reference Balance Sheet”), (ii) the related special purpose statement of revenues and expenses of the Business for the fiscal year then ended, (iii) the unaudited special purpose statement of net assets of the Business as of March 31, 2016 and 2017 (the later of which is the “Interim Balance Sheet”), (iv) the related special purpose statement of revenues and expenses of the Business for the fiscal quarters then ended and (v) the unaudited net revenue, gross profit, R&D, SG&A, Operating Earnings, Depreciation and EBITDA for the Business for the fiscal year ended December 31, 2016 (the “▇▇▇▇ ▇&▇ Information”) (items (i) through (v), collectively, the “Financial Statements”). The Financial Statements have been prepared from the books of account and other financial records of the Business in accordance with the Accounting Methodologies applied on a consistent basis. The special purpose statements of revenues and expenses and the ▇▇▇▇ ▇&▇ Information included in the Financial Statements present fairly in all material respects the revenues and expenses, and profit and loss information, of the Business for the periods covered thereby, and the Reference Balance Sheet, the March 31, 2016 statement of net assets and the Interim Balance Sheet each present fairly in all material respects the accounts of the Business set forth thereon as of its date, in each case in accordance with the Accounting Methodologies applied on a consistent basis; provided, that the Financial Statements and the foregoing representations and warranties are qualified by the fact that the Business has not operated as a separate standalone entity and therefore the Financial Statements do not include all of the costs necessary for the Business to operate as a separate standalone entity.
(b) The financial statements to be delivered under Section 6.10 (the “SEC Financial Statements”), at the time of delivery, (i) will have been prepared from the books of account and other financial records of the Business in accordance with GAAP applied on a consistent basis, (ii) the statements of revenues and direct expenses included in the SEC Financial Statements will present fairly in all material respects the revenues and direct expenses of the Business for the period covered thereby, and the statement of assets acquired and Liabilities assu...
Financial Statements; Undisclosed Liabilities. Attached hereto as Schedule 3.14 and incorporated by reference herein are copies of the Company's consolidated balance sheet as of February 29, 2000, and the Company's consolidated statement of operations and retained earnings for the period ended February 29, 2000, and the Company's consolidated statement of cash flows for the period ended February 29, 2000 (hereinafter collectively referred to as the "Financial Statements"). The Financial Statements are in accordance with the books and records of the Company, are true, correct and complete and accurately present the Company's financial position as of the dates set forth therein and the results of the Company's operations and changes in the Company's financial position for the periods then ended, all in conformity with generally accepted accounting principles applied on a consistent basis during each period and on a basis consistent with that of prior periods. Except (i) as disclosed in the Financial Statements, (ii) as disclosed in this Agreement, and (iii) as are incurred in the ordinary course of the routine daily affairs of the Company's and its Subsidiary's business, neither the Company nor its Subsidiary has any liabilities or obligations of any nature or kind, known or unknown, whether accrued, absolute, contingent, or otherwise. There is no basis for assertion against the Company or its Subsidiary of any material claim, liability or obligation not fully disclosed in the Financial Statements or in this Agreement.