Representations: financial

53 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Books and Records

   The books of account, minute books, stock record books and other records of the Company, all of which have been made available to Purchaser, are accurate and complete in all material respects and have been maintained in accordance with sound business practices

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 5 agreements we hold

2. 02

   Absence of Undisclosed Liabilities

   Except as set forth on Schedule 3.9 of the Seller Disclosure Schedule, neither Seller nor any Acquired Subsidiary has any material Liabilities in respect of or applicable to the Business, any Acquired Asset or any Assumed Liability, other than: (a) Liabilities which are adequately reflected or reserved against on the face of the Latest Balance Sheet; (b) Liabilities incurred in the ordinary course of business since the Latest Balance Sheet Date (none of which are a Liability resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, environmental matter, claim or lawsuit) and (c) Liabilities expressly set forth on Schedule E (Excluded Liabilities). 3.10 Bank Accounts; Indebtedness; Transaction Expenses . (a) Schedule 3.10(a) of the Seller Disclosure Schedule accurately lists each item of Indebtedness of Seller or its Affiliates in respect of, incurred in connection with or otherwise applicable to the Business, any Acquired Asset or any Assumed Liability, including, if applicable, for each such item of Indebtedness, the Contract governing such Indebtedness and the principal amount, interest rate, maturity date and any Assets securing or collateralizing or Liens granted upon any Assets in respect of such Indebtedness. Except as has been or will be included in the calculation of Estimated Transaction Expenses, and result in a dollar-for-dollar decrease to the Purchase Price, there are no unpaid Transaction Expenses. (b) Except as set forth on Schedule 3.10(b) of the Seller Disclosure Schedule, no assets or properties used or held for use in, related to or necessary or reasonably required for the ownership or operation of the Business are subject to any Liens (other than Permitted Liens) or outstanding guarantees in respect of Indebtedness or any other Liability of any other Person. (c) Schedule 3.10(c) of the Seller Disclosure Schedule sets forth the names and locations of all banks, trust companies, savings and loan associations, brokerage firms and other financial institutions at which Seller or any Acquired Subsidiary maintains accounts in respect of or applicable to the Business, any Acquired Asset or any Assumed Liability and the name of the owner or holder thereof and the names of all persons authorized to draw thereon or make withdrawals therefrom. - 29 - 3 […]

   SONIM TECHNOLOGIES INC (SONM) (CIK 0001178697) · filed 2025-12-05 · read the filing · this wording recurs in 2 agreements we hold

3. 03

   No Undisclosed Liabilities

   Except for the transactions contemplated by, and Liabilities arising under, this Agreement and (i) Liabilities that are reflected, or for which accruals were established, on the Seller Financial Statements, (ii) Liabilities incurred in the ordinary course of business since December 31, 2020, and for the twelve month period ended December 31 , 2020 or (iii) Liabilities otherwise set forth in Schedule 3.5, since January 1, 2021, Seller has not incurred any Liabilities of any nature (whether accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise and whether due or to become due) that are required to be reflected or reserved against in a balance sheet prepared in conformity with GAAP applied on a basis consistent with that used in the preparation of the balance sheet of Seller dated December 31, 2020 referred to in Section 3.4. 9 3.6 Absence of Certain Changes . Since December 31, 2020 (except (i) for the execution and delivery of this Agreement, (ii) as set forth in Schedule 3.6, and as has not had or would not be reasonably likely to have had a Material Adverse Effect), Seller has not: (A) suffered any damage, destruction or loss of physical property (whether or not covered by insurance) materially or adversely affecting its condition (financial or otherwise) or operations (present or prospective); (B) incurred or agreed to incur any indebtedness for borrowed money; (C) paid or obligated itself to pay in excess of $10,000 in the aggregate for any fixed assets; (D) suffered any substantial loss or waived any substantial right; (E) sold, transferred or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of, any assets having a fair market value at the time of sale, transfer or disposition of $10,000 or more in the aggregate, or canceled, or agreed to cancel, any debts or claims, other than in the ordinary course of business; (F) mortgaged, pledged or subjected to any charge, lien, claim or encumbrance, or agreed to mortgage, pledge or subject to any charge, lien, claim or encumbrance, any of its properties or assets; (G) increased, or agreed to increase, the compensation or bonuses or special compensation of any kind of any of its directors, officers, employees or agents over the rate being paid to them on December 31, 2020, other than normal merit and/or cost-of-living increases pursuant to customary […]

   iCoreConnect Inc. (ICNP, ICCRW) (CIK 0001408057) · filed 2023-03-23 · read the filing · this wording recurs in 2 agreements we hold

4. 04

   Interim Financial Statements

   Following the date of this Agreement and prior to the Closing, Seller shall deliver to the Buyer the unaudited, consolidated financial statements consisting of the consolidated balance sheet of Seller as at March 31, 2024 and the related consolidated statements of income and retained earnings, stockholders’ equity and cash flow for the three-month period then ended (the “ Interim Financial Statements ”). ARTICLE VII CONDITIONS TO CLOSING Section 7.01 Conditions to Obligations of All Parties . The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions: (a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any final and non-appealable Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise permanently restraining or permanently prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof. (b) Any waiting period applicable to the consummation of the transactions contemplated by this Agreement and the Ancillary Documents under the HSR Act (and any extension thereof) shall have expired or been terminated. (c) Seller shall have filed the Definitive Information Statement with the SEC and distributed the Definitive Information Statement to its stockholders in accordance with the requirements under Exchange Act, and at least twenty (20) calendar days shall have elapsed from the date of such filing and distribution. (d) Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03 and Buyer shall have received all consents, A-29 TABLE OF CONTENTS ​ authorizations, orders and approvals from the Governmental Authorities referred to on Section 5.03 of the Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked

   Chosen, Inc. (CIK 0001733443) · filed 2024-05-13 · read the filing · this wording recurs in 2 agreements we hold

5. 05

   Undisclosed Liabilities

   No Seller has any Liabilities required to be included on a balance sheet of the Business under U.S. GAAP, except (a) as set forth on Schedule 3.5.2 ; (b) Liabilities that are accrued or reserved in the Interim Financial Statements; (c) Liabilities that have arisen since the date of the Interim Financial Statements that were incurred in the Ordinary Course, none of which would have a Material Adverse Effect; (d) Excluded Liabilities; (e) Liabilities disclosed in the Parent SEC Reports filed prior to the date of this Agreement; (f) Liabilities incurred in connection with or arising out of the transactions contemplated by this Agreement; and (g) Liabilities that are not material to the Business, taken as a whole. 3.5.3 Accounts Receivable; Accounts Payable . All of the Accounts Receivable on the Financial Statements have arisen from bona fide transactions in the Ordinary Course. The reserves, allowances and discounts with respect to the Accounts Receivable set forth on the Interim Financial Statements were established consistent with the reserves, allowances and discounts with respect to Accounts Receivable set forth on the Historical Financial Statements. There is no contest, claim or right of set-off under any Contract with any obligor of any Accounts Receivable relating to the amount or validity of such Accounts Receivable. All accounts payable of the Business are legal, valid and binding obligations of the Sellers, and were incurred in the Ordinary Course

   American Virtual Cloud Technologies, Inc. (CIK 0001704760) · filed 2022-02-14 · read the filing · this wording recurs in 2 agreements we hold

6. 06

   Absence of Undisclosed Liabilities

   Neither Seller nor Seller Parent has material obligations or Liabilities of any nature with respect to the Business other than: (a) those reflected on or adequately reserved against in the Financial Statements in accordance with GAAP; and (b) those incurred in the Ordinary Course of Business since the Balance Sheet Date that are not material in amount or significance or did not arise in connection with a breach of Contract or Permit, breach of warranty, tort or infringement or violation of Law (without giving effect to the proviso in the definition thereof)

   ENZO BIOCHEM INC (ENZ) (CIK 0000316253) · filed 2023-04-24 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Access to Books and Records

   Following the Closing and with respect to any reasonable request therefor (including, without limitation, in connection with the preparation of any tax return, any tax audit, or any claim or suit), Buyer shall provide Seller, the Sole Shareholder, and their attorneys and accountants with reasonable access, during normal working hours (with the right to make copies at the Seller’s and/or the Sole Shareholder’ expense) and upon reasonable notice, to the books and records sold and transferred to Buyer under this Agreement

   HIGH WIRE NETWORKS, INC. (HWNI, HWNID) (CIK 0001413891) · filed 2025-10-14 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Financial Statements

   Seller shall deliver to Buyer true and complete copies of Seller’s financial statements (“ Financial Statements ”) prepared under generally accepted accounting principles (“ GAAP ”), and audited (the “ Audit ”) under generally accepted auditing standards (“ GAAS ”), consisting of the Seller's balance sheets for each of its prior one or two (1 or 2) fiscal years, as well as its statements of operations and statements of cash flows, and statements of equity for each of its prior one or two (1 or 2) fiscal year, all as applicable and required by the federal securities laws and rules and regulations promulgated thereunder by the SEC. Except as and to the extent disclosed in the Financial Statements or on Section 2.4 of the Disclosure Schedule , Seller has no liabilities of any kind, whether direct or indirect, fixed or contingent or otherwise, other liabilities incurred in the ordinary course of business since the ending date of the last dated of the Financial Statements (the “ Financial Statement Date ”). (a) Attached as Attachment 2.4 to Section 2.4 of the Disclosure Schedule are the following: (i) true and complete copies of the audited balance sheets for the 1 or 2 years ending December 31, 2021, and December 31, 2022, as applicable, and the related statements of operations and income, and changes in shareholder’s equity and cash flows of the Seller (including all notes thereto) as of and for the 1 or 2 year ended December 31, 2022, and December 31, 2021, as applicable (when delivered pursuant to Section 4.3(h) , the “ Audited Financial Statements ”); and (ii) if required, true and complete copies of the auditor reviewed balance sheets and the related statements of operations and income, shareholders’ equity and cash flows of the Seller (including all notes thereto) as of and for the six- and twelve-months periods ended August 31, 2023, and August 31, 2022, or such shorter or longer periods as may be necessary and applicable given the end date of the Audited Financial Statements in relation to the anticipated Closing Date, if applicable (the “ Interim Financial Statements ”); and Asset Purchase Agreement – 2024 Human Bees, Inc. & ShiftPixy, Inc. Page 18 of 61 (b) Except as set forth on Section 2.4 of the Disclosure Schedule , the Audited Financial Statements (i) fairly present in all material respects the consolidated balance sheets of the Seller, as at the […]

   ShiftPixy, Inc. (PIXY) (CIK 0001675634) · filed 2024-06-27 · read the filing

9. 09

   MCIP Financial Statements

   (a) The consolidated financial statements, including the related consolidated schedules of investments, of MCIP and its Consolidated Subsidiaries included (or incorporated by reference) in the MCIP SEC Reports (including the related notes, where applicable) (i) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of MCIP and its Consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (except that unaudited statements may not contain notes and are subject to recurring year-end audit adjustments normal in nature and amount), (ii) to MCIP’s knowledge, have complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (iii) have been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Neither KPMG nor RSM has resigned, threatened resignation or been dismissed as MCIP’s independent public accountant as a result of or in connection with any disagreements with MCIP on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except for (A) liabilities reflected or reserved against on the consolidated audited balance sheet of MCIP as of December 31, 2024 included in the audited financial statements set forth in MCIP’s annual report on Form 10-K for the year ended December 31, 2024 (the “ MCIP Balance Sheet ”), (B) liabilities reflected or reserved against on the consolidated unaudited balance sheet of MCIP as of March 31, 2025 included in the unaudited financial statements set forth in MCIP’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2025 (the “ MCIP Interim Balance Sheet ”), (C) liabilities incurred in the ordinary course of business since March 31, 2025, (D) liabilities incurred in connection with this Agreement and the Transactions, (E) liabilities otherwise disclosed in the MCIP SEC Reports and (F) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on MCIP or its Cons […]

   Horizon Technology Finance Corp (HRZN, HTFB, HTFC) (CIK 0001487428) · filed 2025-09-08 · read the filing

10. 10

    Financial Statements

    The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materials) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Reports ”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. 3 3.7. Capitalization . The capitalization of the Company as of the date hereof is as set forth in the SEC Reports, and includes the number of shares of Common Stock owned beneficially, and of record, by Subsidiaries of the Company or entities of any kind in which the Company has an ownership interest of any kind (the “ Affiliates ”) as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, ot […]

    Enservco Corp (ENSV) (CIK 0000319458) · filed 2023-09-15 · read the filing

11. 11

    Financial Statements

    (a) Set forth on ‎Section 3.05(a) of the Seller Disclosure Schedule (collectively, the “ Financial Statements ”) are: (i) the audited consolidated balance sheets of Holdings and its Subsidiaries as of the years then ended on December 31, 2024 (the “ Balance Sheet Date ”) and December 31, 2023, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended (the “ Audited Financial Statements ”) and (ii) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of November 30, 2025, and the related consolidated statements of operations, stockholders’ equity and cash flows for the eleven (11)-month period then-ended (the “ Interim Balance Sheet ” and, such date, the “ Interim Balance Sheet Date ”). (b) The books and records of the Company, its Subsidiaries and Affiliated Professional Entities (i) are maintained in accordance with GAAP in all material respects, (ii) are complete in all material respects, properly maintained and do not contain or reflect any material inaccuracies or discrepancies, and (iii) have been made available to Buyer. (c) The Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby. The Financial Statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as of such dates and the results of operations of Holdings and its Subsidiaries for such periods, and were derived from and are consistent with the books and records of Holdings and its Subsidiaries in all material respects; provided , however , that the Financial Statements as of and for the period ended on the Interim Balance Sheet Date do not contain footnotes and are subject to normal year-end adjustments (which are not be material individually or in the aggregate to the Company Entities and the Affiliated Professional Entities, taken as a whole). Since the Balance Sheet Date, none of 26 Holdings or its Subsidiaries has effected any material change in any method of accounting or accounting practice. (d) Holdings and its Subsidiaries maintains systems of internal accounting and financial reporting controls reasonably designed to ensure (i) the reliability of Holdings’ financial reporting and the preparation of financial statements in accordance with GAAP; (ii) that receipts and expenditures of the […]

    Fulgent Genetics, Inc. (FLGT) (CIK 0001674930) · filed 2025-12-22 · read the filing

12. 12

    No Undisclosed Liabilities

    Except for the transactions contemplated by, and Liabilities arising under, this Agreement and (i) Liabilities that are reflected, or for which accruals were established, on the Seller Financial Statements, (ii) Liabilities incurred in the ordinary course of business since December 31, 2021, and for the twelve month period ended December 31, 2022 or (iii) Liabilities otherwise set forth in Schedule 3.5, since December 31, 2022, Seller has not incurred any Liabilities of any nature (whether accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise and whether due or to become due) that are required to be reflected or reserved against in a balance sheet prepared in conformity with GAAP applied on a basis consistent with that used in the preparation of the balance sheet of Seller as at December 31, 2022 referred to in Section 3.4. 10 3.6 Absence of Certain Changes . Since December 31, 2021 (except (i) for the execution and delivery of this Agreement, (ii) as set forth in Schedule 3.6, and as has not had or would not be reasonably likely to have had a Material Adverse Effect), Seller has not: (A) suffered any damage, destruction or loss of physical property (whether or not covered by insurance) materially or adversely affecting its condition (financial or otherwise) or operations (present or prospective); (B) incurred or agreed to incur any indebtedness for borrowed money; (C) paid or obligated itself to pay in excess of $10,000 in the aggregate for any fixed assets; (D) suffered any substantial loss or waived any substantial right; (E) sold, transferred or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of, any assets having a fair market value at the time of sale, transfer or disposition of $10,000 or more in the aggregate, or canceled, or agreed to cancel, any debts or claims, other than in the ordinary course of business; (F) mortgaged, pledged or subjected to any charge, lien, claim or encumbrance, or agreed to mortgage, pledge or subject to any charge, lien, claim or encumbrance, any of its properties or assets; (G) increased, or agreed to increase, the compensation or bonuses or special compensation of any kind of any of its directors, officers, employees or agents over the rate being paid to them on December 31, 2022, other than normal merit and/or cost-of-living increases pursuant to customar […]

    iCoreConnect Inc. (ICCT) (CIK 0001906133) · filed 2023-09-07 · read the filing