06Financial Statements. All financial statements and balance sheets of the Company provided to Buyer and/or Parent during the course of negotiating this Agreement are based on the books and records of the Company and Fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated.
06Financial Statements. Complete copies of the Company’s unaudited financial statements consisting of the balance sheet of the Company as at December 31 in each of the years 2015 and 2016 and the related statements of income and retained earnings, members’ equity and cash flow for the years then ended (the “Annual Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at September 30, 2017 and the related statements of income and retained earnings, members’ equity and cash flow for the nine-month period then ended (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”) are attached as Exhibit A hereto. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly present in all material respects the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of December 31 is referred to herein as the “Balance Sheet” and the balance sheet of the Company as of September 30, 2017 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” The Company maintains a standard system of accounting established and administered in accordance with GAAP. To the knowledge of the Company, there are no events of fraud, whether or not material, that involve management or other employees of the Company who have a significant role in the Company’s financial reporting and/or relate to the business of the Company.
06Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the SEC Documents, together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or summary statements and (iii) such adjustments which are not material, either individually or in the aggregate) during the periods involved; the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the SEC Documents are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the SEC Documents that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the SEC Documents (excluding the exhibits thereto); and all disclosures contained or incorporated by reference in the SEC Documents regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The interactive data in extensible Business Reporting Language included or incorporated by reference in the SEC Documents fairly presents the information called for in all material respects and has been prepared in accordance with the SEC’s rules and guidelines applicable thereto.
06Financial Statements. As of their respective dates, the financial statements of Purchaser delivered by Purchaser to the Company at or prior to the Closing (the “Purchaser Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present in all material respects the financial position of Purchaser as of the dates thereof and the results of operations and cash flows for the periods then ended. Purchaser has no liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those set forth on the balance sheet included in the Purchaser Financial Statements or incurred in the ordinary course of Purchaser’s business since March 31, 2021, and which, individually or in the aggregate, do not or would not have a Material Adverse Effect on Purchaser.
06Financial Statements. As of their respective dates, the unaudited financial statements of the Company included in Schedule 3.06 of the Company Disclosure Schedule (the “Company Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved and fairly present in all material respects the financial position of the Company as of 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 year-end audit adjustments). Purchaser has no liabilities, obligations, claims or losses (whether liquidated or unliquidated, secured or unsecured, absolute, accrued, contingent or otherwise) other than those set forth on the balance sheet included in the Company Financial Statements or incurred in the ordinary course of the Company’s business since December 31, 2019, and which, individually or in the aggregate, do not or would not have a Material Adverse Effect on the Company.
06Financial Statements. Except as set forth in Section 3.06 of the Seller Disclosure Schedule, the unaudited financial statements of operations for the Business taken as a whole for the fiscal years ended December 31, 2010, December 31, 2011, and December 31, 2012 and the three months ended March 31, 2013 (the “Seller Balance Sheet Date”) previously delivered to Buyer fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as indicated in the notes thereto), the financial position of the Business taken as a whole as of the dates thereof and its results of operations and cash flows for the periods then ended provided however the financial statements for the period ending on March 31, 2013 are subject to normal year-end adjustments (which shall not be material in the aggregate).
06Financial Statements. Schedule 3.06 contains complete copies of Foreland’s financial statements consisting of (a) the balance sheet of Foreland as of December 31 in each of the years 2021, 2020, and 2019 and the related statements of income and retained earnings, stockholders’ equity, and cash flow for the years then ended, and (b) the balance sheet of Foreland as of July 31, 2022 and the related statements of income and retained earnings, stockholders’ equity, and cash flow for the six months then ended (the “Financial Statements”). The Financial Statements (including in all cases the notes thereto, if any) fairly present, in all material respects, the financial condition of Foreland as of the respective dates thereof and the operating results of Foreland for the periods covered thereby and have been prepared in accordance with accounting principles consistently applied throughout the periods covered thereby. The balance sheet of Foreland as of July 31, 2022, is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”.
06Financial Statements. The audited annual financial statements and unaudited financial statements of the Borrower and the Subsidiaries most recently furnished to the Bank were prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved and fairly present the financial condition and results of operations of the Borrower and its Subsidiaries as of the effective date thereof. There are no material liabilities of the Borrower or any of its Subsidiaries, direct or indirect, fixed or contingent, which are not reflected in any such financial statements or in the notes thereto.
06Financial Statements. The unaudited financial statements of operations for the Acquired Business for the fiscal years ended December 31, 2015, December 31, 2016, and December 31, 2017 and the eight months ended September 30, 2018 (the “Seller Balance Sheet Date” ) previously delivered to Buyer fairly present, in all material respects, all of the assets, liabilities, transactions, results of operations and the financial position of the Acquired Business taken as a whole as of the dates thereof and its results of operations and cash flows for the periods then ended.
06Financial Statements.
(a) Complete copies of the Target Corporations’ Financial Statements have been delivered to Purchaser. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved.
(b) The Financial Statements: (i) are based on the Books and Records of the Target Corporations; and (ii) fairly, completely and accurately present in all material respects the Assets, Liabilities and financial position of the Target Corporations as of the respective dates they were prepared and the results of the operations of the Target Corporations for the periods covered thereby.
(c) The Corporation maintains a standard system of accounting established and administered in accordance with GAAP.
