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Financial Ability
Financial Ability contract clause examples

Financial Statements. Seller has made available to Buyer the compiled unaudited balance sheets of the Company as of December 31, 2020 and June 30, 2021, and unaudited statements of income and cash flows for the six months ending June 30, 2021 (collectively, the “Financial Statements”). To the knowledge of Seller, # the Financial Statements are complete and correct in all material respects, # the Financial Statements fairly present the financial condition of the Company as of the dates and during the periods indicated therein, subject, in the case of the unaudited financial statements, to normal year-end audit adjustments which are neither individually nor in the aggregate material in amount and # the Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP, applied on a basis consistent with prior periods.

Financial Statements. Attached hereto as [Schedule 4.2(j)] are copies of the following unaudited financial statements with respect to the Seller Business (collectively “Seller’s Financial Statements”): # balance sheet of Seller as at December 31, 2015 (the "Balance Sheet") and for the quarter ending March 31, 2016 (the "Interim Balance Sheet"), together with the related statement of revenues and expenses for the 12 month period then ended, and # income statements of Seller for the twelve months ending December 31, 2015 and for the quarter ending March 31, 2016. Seller’s Financial Statements: # are true and complete in all material respects; # have been prepared in accordance with the books and records of Seller; # have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior periods; and # present fairly in all material respects the financial condition of Seller as of the dates and for the periods indicated. Seller has no outstanding Indebtedness, except for current liabilities reflected in the Final Net Working Capital.

#Section 3.07(a) of the Seller Disclosure Letter sets forth the unaudited balance sheet, together with related statements of operations and cash flow, for Seller as of and for the years ending December 31, 2014, 2015 and 2016, and the unaudited statement of operations and cash flow for the three-month period ending March 31, 2017 (the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP consistently applied (other than normal recurring year-end adjustments and the absence of footnotes) and from the books and records of Seller, on a consistent basis and fairly present in all material respects, the financial position and consolidated results of operations of Seller, as of the date thereof or for the period set forth therein. Seller does not maintain off-the-books accounts.

The Company has provided to the Buyer an unaudited balance sheet, dated September 30, 2021andunuadited operating statement for the one (1) and six (6)-month periods ended September 30, 2021 and an unaudited statement of cash flows for the six (6)-month period ended September 30, 2021 (collectively, the “Financial Statements”). The Financial Statements were prepared from the books and records kept by the Company and fairly present the financial position, results of operations and changes in financial position of the Company, as of their respective dates and for the periods indicated, in accordance with generally accepted accounting principles consistently applied. The Company has no liabilities or obligations of any nature(absolute, accrued or contingent) that are not fully reflected or reserved against in the balance sheet dated September 30, 2021 (the “Most Recent Balance Sheet”), as prescribed by generally accepted accounting principles, except liabilities or obligations incurred since the date of the Most Recent Balance Sheet in the ordinary course of business and consistent with past practice. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other Person.

[Schedule 4.2(a)] contains a copy of the unaudited financial statements of the as of, and for the years ended, December 31, 2017, 2016 and 2015 (collectively, the “Annual Financial Statements”) and the unaudited balance sheet and statements of income and cash flows of the as of, and for the quarter ended, March 31, 2018 (the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). Each of the Financial Statements fairly presents, in all material respects, the financial condition and the results of the operations of the , as of the respective dates and for the respective periods indicated. The Financial Statements have been prepared in accordance with GAAP on a consistent basis throughout the periods involved, except as otherwise disclosed in [Schedule 4.2(a)] or the Financial Statements and, with respect to the Interim Financial Statements, subject to normal year-end adjustments and the absence of notes.

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