Financial Statements; Undisclosed Liabilities. The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a true and complete copy of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets as of December 31, 2013 and 2012 for WPZ, including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Financial Statements”). The WPZ 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 WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports.
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).
Financial Statements; Undisclosed Liabilities. (a) The financial statements of Buyer (including any related notes and schedules thereto) included in the Buyer Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of Buyer and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown. The books and records of Buyer and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Undisclosed Liabilities. (a) Schedule 2.8 sets forth (A) the unaudited consolidated balance sheets of each of the Companies as of September 30, 1999 (collectively, the "Balance Sheets"), and the unaudited consolidated statements of income of each of the Companies for the 9 month period ended September 30, 1999, and (B) the audited consolidated balance sheets of Omni UK as of December 31, 1998, and the audited consolidated statements of income of Omni UK for the period April to December 31, 1998, (for Omni UK, the financial statements described in clauses (A) and (B) above, together with the notes to such financial statements, are collectively referred to herein as the "Financial Statements"). The Financial Statements are in all material respects in accordance with the respective books and records of the Companies and have been prepared in conformity with generally accepted accounting principles applying in the country or state of incorporation consistently applied throughout the periods indicated (except in each case as described in the notes thereto) and on that basis fairly present in all material respects (subject, in the case of the unaudited statements referred to in (A) above, to normal, recurring year-end adjustments) the financial condition and results of operations of Omni UK and its Subsidiaries as of the respective dates thereof and for the respective periods indicated.
Financial Statements; Undisclosed Liabilities. (a) (i) The audited consolidated balance sheets of the Group Companies as of December 31, 2020 and December 31, 2021, and the related audited consolidated statements of operations and comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Group Companies for each of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2021, and the related unaudited consolidated statements of operations, comprehensive income, convertible preferred stock and stockholders’ equity and cash flows of the Group Companies for the twelve-month periods then ended (collectively, the “Closing Company Parties Financial Statements”), when delivered following the date of this Agreement in accordance with Section 5.17, (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), (ii) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company Party and its Subsidiaries as at the date thereof and for the period indicated therein, except as otherwise specifically noted therein, and (iii) will comply 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).
Financial Statements; Undisclosed Liabilities. (a) The financial statements of Acquiror (including any related notes and schedules thereto) included in the Acquiror Reports complied as to form, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein), and fairly present, in all material respects, the consolidated financial position of Acquiror and its Subsidiaries and the consolidated results of operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end adjustments, and the absence of footnotes). The books and records of Acquiror and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.
Financial Statements; Undisclosed Liabilities. (a) The Company has delivered to Parent copies of (i) the unaudited consolidated balance sheet, as of March 31, 2006 of the Company (the “Latest Balance Sheet”) and the unaudited consolidated statements of income and cash flows of the Company for the three-month period ended March 31, 2006 (such statements of income and cash flows and the Latest Balance Sheet being herein referred to as the “Latest Financial Statements”), (ii) the audited consolidated balance sheet, as of December 31, 2003, of the Company and the audited consolidated statements of income and cash flows of the Company for each of the year ended December 31, 2003 (collectively, the “Audited Annual Financial Statements”), and (iii) the unaudited consolidated balance sheet as of December 31, 2004 and 2005 of the Company and the unaudited consolidated statements of income and cash flows of the Company for the years ended December 31, 2004 and 2005 (collectively, the “Unaudited Annual Financial Statements” and together with the Audited Annual Financial Statements, the “Annual Financial Statements”). The Latest Financial Statements and the Annual Financial Statements are based upon the information contained in the books and records of the Company and fairly present the financial condition of the Company as of the dates thereof and results of operations for the periods referred to therein. The Annual Financial Statements have been prepared in accordance with GAAP, consistently applied. The Latest Financial Statements have been prepared in accordance with GAAP applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), consistently with the Annual Financial Statements, and reflect all adjustments necessary to a fair statement of the financial condition and results of operations for the interim periods presented. The Company’s internal controls and procedures are sufficient to ensure, and have in fact ensured, that the Latest Financial Statements, the Annual Financial Statements and the Closing Balance Sheet are accurate in all material respects.
Financial Statements; Undisclosed Liabilities. (a) The Company has delivered to the Parent the following financial statements, copies of which are attached hereto as SCHEDULE 3.7:
Financial Statements; Undisclosed Liabilities. (a) Schedule 3.05 of the Disclosure Schedules consists of the following financial statements (the “Financial Statements”): (a) the Company’s unaudited consolidated balance sheet as of August 31, 2017 (the “Latest Balance Sheet”) and the related statements of income and cash flows for the eight-month period then ended; and (b) the Company’s audited consolidated balance sheet as of December 31, 2016, December 31, 2015 and December 31, 2014 and the related consolidated statement of operations and comprehensive loss, stockholders’ deficit, and cash flows for the fiscal years then ended. The balance sheet of the Company as of December 31, 2016 is referred to herein as the “Balance Sheet”. The Financial Statements have been based upon the information contained in the Company’s books and records, have been prepared in accordance with GAAP, consistently applied throughout the periods indicated, are true, correct and complete, and present fairly in all material respects the financial condition and results of operations of the Acquired Companies as of the times and for the periods referred to therein, subject in the case of the unaudited financial statements to (i) the absence of footnote disclosures (that, if presented, would not differ materially from those presented in the audited financial statements) and (ii) changes resulting from normal year-end adjustments (the effects of which will not be material).
