Last Accounts Sample Clauses

Last Accounts. All liabilities, whether actual, deferred, contingent or disputed, of each Group Company for Tax measured by reference to income, profits or gains earned, accrued or received on or before the Last Accounts Date or arising in respect of an event occurring or deemed to occur on or before the Last Accounts Date are fully provided for or (as appropriate) disclosed in the Last Accounts in accordance with the relevant accounting policies adopted when preparing the Last Accounts.

Last Accounts. All liabilities, whether actual, deferred, contingent or disputed, of each Target Company for tax measured by reference to income, profits or gains earned, accrued or received on or before the Last Accounts Date or arising in respect of an event occurring or deemed to occur on or before the Last Accounts Date are fully provided for or (as appropriate) disclosed in the Last Accounts and are attached as Annex hereto. All other warranties relating to specific tax matters set out in this Schedule are made without prejudice to the generality of this paragraph.

Last Accounts. 1.1.1 The Last Accounts were prepared in accordance with the historical cost convention; and the bases and policies of accounting, adopted for the purpose of preparing them, are the same as those adopted in preparing the audited accounts of WCEH, and the Subsidiary in respect of accounting periods since incorporation.

Last Accounts. (a) The Last Accounts were prepared in accordance with the requirements of the Corporations Act (as applicable) and any other applicable Laws and in accordance with the Accounting Standards. (b) The Hampton Accounts were prepared on the basis set out in those accounts. (c) To the best of the knowledge and belief of the Seller as at the date of this agreement and as at the Effective Date, since the Last Balance Date there has been no: (i) dividend, bonus issue or other capital return declared, made or paid by any Group Member, except as provided for in the Last Accounts or the Hampton Accounts or contemplated by this agreement; (ii) business conducted by the Group other than in the Ordinary Course; (iii) Material Adverse Change in the Material Assets, liabilities or condition, financial or otherwise, of the Group; (iv) event, either occurring or, to the best of the knowledge of the Seller as at the date of this agreement and as at the Effective Date, threatened, which is likely to have a material adverse effect on the Material Assets, Business or the financial condition of the Group; or (v) material expenditure or commitment by the Company for the acquisition of Material Assets of any kind other than in the Ordinary Course. (d) The Last Accounts and the Hampton Accounts: (i) in all material respects fairly and accurately reflect the income, expenses, assets and liabilities of the Group and the notes thereto are true, complete and accurate in all material respects; (ii) fairly present the results of operations for the periods referred to in the Last Accounts or the Hampton Accounts (as applicable); and (iii) do not and will not reflect any unusual, non recurring or special items, except to the extent specifically identified as such. (e) The Group does not now have, and as of the Effective Date it will not have, indebtedness, liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, or arising out of any transaction entered into, or any state of facts existing, prior to the Effective Date, other than indebtedness, liabilities or obligations that are reflected in the Last Accounts, subject to increase or decrease in the Ordinary Course of the Business of the Group.

Last Accounts. (a) The Last Accounts have been prepared with reasonable care and skill and using the same principles, policies, practices and procedures as were applied in preparing the audited accounts of CBI Australia and its controlled entities or Constellation Europe and its controlled entities (as applicable) for the immediately preceding financial year. (b) The Last Accounts show with reasonable accuracy the state of affairs, financial position, assets and liabilities, and profit or loss of the Brand Companies as at and for the period in respect of which they have been prepared, but it is acknowledged by the Subscribers that: (i) they have not been audited or prepared on a statutory basis; and (ii) this clause (b) does not apply to any amount shown in the Last Accounts in respect of deferred tax assets or liabilities or otherwise relating to tax losses.

Last Accounts. (a) The Last Accounts and the associated profit and loss statement contained in Part B of Schedule 11 constitute the Indonesian audited accounts for each Hospital Company expressed in Rupiah aggregated by the Seller, conformed to Australian GAAP and expressed in Australian dollars using the Exchange Rate. (b) The Last Accounts give a true and fair view of the assets, liabilities and financial position of the Hospital Companies as at 30 June 2003 and 30 June 2002 and their profit and performance for the years then ended in conformity with the accounting principles generally accepted in Australia. (c) The Management Accounts (being the management accounts for the Hospital Business provided to the Seller by the Buyer for each completed month prior to Completion from the Last Accounts Balance Date) in all material respects reflect the financial position of the Hospital Business for the period for which they were prepared and have been prepared in good faith, applying in all material respects the same accounting principles consistently with the way they were applied in preparing the Last Accounts except that: (i) third party valuations of assets and provisions including for some medical malpractice, workers compensation and the carrying value of fixed assets, have not been carried out in preparing the Management Accounts; and (ii) a Tax review has not been carried out in preparing the Management Accounts.

Last Accounts. The Last Accounts: (a) comply with the requirements of the Companies Act, all other relevant statutes and all Relevant Accounting Standards and in all other respects have been prepared in accordance with generally accepted accounting practices in the Germany; (b) have been prepared in a manner fully consistent with that used in preparing the accounts for the three completed Financial Years before the Last Balance Sheet Date, which is a manner generally accepted in the Germany for companies carrying on a similar business to that of the Company; (c) give a true and fair view of the assets, liabilities and financial affairs generally of the Company as at the Last Balance Sheet Date and of the trading record, the profit or loss and the cash flow of the Company in respect of the financial period for which they were prepared; and (d) as at the Last Balance Sheet Date make: (i) full provision for all known liabilities (including unquantified liabilities); (ii) full disclosure of and proper provision for (or note in accordance with all Relevant Accounting Standards and generally accepted accounting practices in the Germany) all capital commitments and all deferred or contingent liabilities (including Taxation of the Company); and (iii) full provision for all doubtful debts and all bad debts have been written off.

Last Accounts. The Last Accounts: (a) have been prepared in accordance with GAAP; (b) have been prepared in a manner consistent with that used in preparing the audited accounts for the three completed financial years before the financial year ended December 31 2004, in accordance with accounting principles generally accepted in the United States of America for companies carrying on a similar business to that of the Company; (c) present fairly the consolidated financial position of the Company and its Subsidiary as at 31 December 2004 and the consolidated results of operations and cash flows of the Company and its Subsidiary in respect of the financial period for which they were prepared.

Last Accounts. Save as disclosed in the Admission Document, the Last Accounts: (A) give a true and fair view of the state of affairs of the Company as at the Last Accounts Date, of the profit or loss and of the cash flows of the Company for the financial year ended on that date; and (B) have been prepared in accordance with all applicable statements of standard accounting practice and generally accepted accounting principles and practices consistently applied save to the extent disclosed in the Last Accounts.