Business Financial Information. Neither HDS nor HDSU has conducted ------------------------------- any business since the date of its inception, except in connection with this Agreement, the Other Agreements and the contemplated IPO of HDS Stock. HDS was formed in 1998, and has historical financial statements only for the partial year ended December 31, 1998. Attached hereto as Schedule 6.7 are HDS's financial statements for such partial year. Such HDS financial statements have been prepared in accordance with generally accepted accounting principles and present fairly the financial position of HDS as of the dates indicated thereon, and such financial statements present fairly the results of HDS's operations for the periods indicated thereon. HDS and HDSU have no material liabilities, accrued or contingent, other than those incurred in connection with this Agreement, the Other Agreements and the agreements contemplated thereby, the agreements to be filed as exhibits to the Registration Statement, and the contemplated IPO of HDS Stock.
Business Financial Information. The following information pertaining to the undersigned as a corporation, partnership, or other legal entity is being provided here in lieu of furnishing a financial statement.
(a) The undersigned is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, and investment decisions are made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor and the employee benefit plan has total assets in excess of $5,000,000. Yes ¨ No ¨ INITIAL
(b) The undersigned is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, and the employee benefit plan is a self-directed plan with investment decisions made solely by persons who satisfy one or more of the other criteria set forth in Items 4 and 5, and the employee benefit plan has total assets in excess of $5,000,000. Yes ¨ No ¨ INITIAL
(c) The undersigned is a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940. Yes ¨ No ¨ INITIAL
(d) The undersigned is an organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000. Yes ¨ No ¨ INITIAL
(e) The undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person. Yes ¨ No ¨ INITIAL
(f) The undersigned is an entity in which all of the equity owners are accredited investors under the criteria set forth in Items 4 and 5. Yes ¨ No ¨ INITIAL
Business Financial Information. (a) Each of the audited carve-out balance sheets, carve-out statements of operations, carve-out statements of comprehensive income (loss), carve-out statements of cash flows and carve-out statements of changes in invested equity of the Business, and the related assets and liabilities, as of and for the 12-month periods ended December 31, 2010 and December 31, 2011, together with the auditor's reports thereon, (the “Audited 2010 and 2011 Financial Statements”) is attached to Schedule 4.06(a) and has been prepared, in accordance with GAAP (subject to the footnotes included therein, including note 1) applied on a consistent basis throughout the periods covered thereby, from the books and records of Seller and the Business as maintained on the MaRCC System. When prepared and delivered at or prior to the Closing as contemplated by Section 7.20, the audited carve-out balance sheet, carve-out statement of operations, carve-out statement of comprehensive income (loss), carve-out statement of cash flows and carve-out statement of changes in invested equity of the Business, and the related assets and liabilities, as of and for the 12-month period ended December 31, 2012, together with the auditor's report thereon, (the “Audited 2012 Financial Statements” and, together with the Audited 2010 and 2011 Financial Statements, the “Business Financial Information”) will have been prepared, in accordance with GAAP (subject to footnotes to be included therein that are consistent with the footnotes, including note 1, contained in the Audited 2010 and 2011 Financial Statements) from the books and records of Seller and the Business as maintained on the MaRCC System. The Audited 2010 and 2011 Financial Statements present, and the Audited 2012 Financial Statements will, from and after the delivery thereof, present, fairly in all material respects the financial position, results of operations, cash flows and equity of the Business, and the related assets and liabilities, as of the dates thereof and for the periods covered thereby, in each case in accordance with GAAP (subject to the footnotes described above).
(b) Seller and RTA make and keep books, records and accounts that have been consistently prepared and maintained throughout the periods covered and that fairly present, in all material respects, the financial position and results of operations of the Business as at their respective dates for their respective periods taking into consideration that the purposes for which they w...
Business Financial Information. (a) Set forth on Section 2.09 of the Seller Parent Disclosure Letter are the (a) unaudited selected balance sheet information of the Business as at December 31, 2022 and the unaudited selected deal basis profit and loss information of the Business for the twelve-month period ended December 31, 2022 and (b) unaudited selected balance sheet information of the Business as at June 30, 2023 and the unaudited selected deal basis profit and loss information of the Business for the six-month period ended June 30, 2023 (collectively, the “Business Financial Information”) The Business Financial Information has been prepared from the corresponding consolidated financial statements of Seller Parent that have been filed with the SEC (each of which has been prepared in accordance with GAAP, consistently applied) and derived from the Business Records and prepared for the Business in good faith and with due care, and provides a reasonable view of the financial position and results of operations of the Business, as at the dates and for the periods presented therein; provided, that (i) the Business was not operated as a stand-alone entity of Seller Parent or any of its Subsidiaries as at the date and for the period presented in the Business Financial Information and (ii) the Business Financial Information does not fully reflect (A) all accounting entries impacting those assets and liabilities which, by nature, do not meet the definitions of Closing Working Capital, Closing Cash and Closing Indebtedness and (B) presentation items that would be required under GAAP.
(b) Seller Parent maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) designed to ensure that material information relating to the Business is made known to the management of Seller Parent. Seller Parent maintains internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements of Seller Parent for external purposes in accordance with GAAP. Seller Parent has implemented and maintains disclosure controls and procedures (as required by Rule 13a-15(a) of the Exchange Act) that are reasonably designed to ensure that information required to be disclosed by Seller Parent in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by th...
Business Financial Information. The financial information of the Business set forth in Section 4.01 of the Seller Disclosure Schedule (the “Financial Information”):
(a) has been prepared in good faith and on the basis set forth in the column labeled “Commentary” therein;
(b) is accurate in all material respects, has been correctly extracted from, and can be legitimately reconciled to, Xxxxxx’s books and records maintained and prepared in connection with the preparation of Seller’s consolidated unaudited financial statements, which are prepared in accordance with GAAP applied on a consistent basis, as of, and for the twelve-months ended December 31, 2023 and the nine months ended September 30, 2024 (the “Balance Sheet Date”); and
(c) fairly presents, in all material respects, the consolidated financial condition and results of operations of the Business as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein in the column labeled “Commentary” and subject, in the case of the Financial Information as of the Balance Sheet Date, to normal year-end adjustments.
Business Financial Information. (a) Seller has delivered to Parent and Buyer, and Schedule 3.13(a) contains, true, correct and complete copies of (i) the unaudited partial balance sheet of the Business at September 30, 2005 which includes only the categories of Transferred Assets and Assumed Liabilities as of such date and (ii) unaudited statements of revenue and direct expenses of the Business for the year ended December 31, 2004 and the nine months ended September 30, 2005 (the “Financial Statements”). The Financial Statements were compiled from books and records regularly maintained by management of Seller used to prepare financial statements of Seller and fairly present the financial condition and results of operations at the date and for the periods covered thereby.
(b) Since September 30, 2005, there has not occurred any event or condition of any character that has had or is reasonably likely to have a material adverse effect on the Business, the Transferred Products or the Transferred Assets, or any damage, destruction or loss, whether or not covered by insurance.
(c) Except as and to the extent reflected on the Financial Statements or on Schedule 3.13(c), Seller does not have Liabilities that are within the definition of Assumed Liabilities and are of a nature customarily reflected on a balance sheet. The amount of Seller’s warranty obligations with respect to the Transferred Products sold by Seller prior to Closing Date does not exceed $75,000.
Business Financial Information. (a) The financial information of the Business set forth in Section 4.01 of the Seller Disclosure Schedule (the “Business Financial Information”): (a) has been prepared in good faith and on the basis set forth in the column labeled “Commentary” therein; (b) is accurate in all material respects, has been correctly extracted from, and can be legitimately reconciled to, Seller’s books and records maintained and prepared in connection with the preparation of Seller’s consolidated unaudited financial statements, which are prepared in accordance with GAAP applied on a consistent basis, as of, and for the nine months ended, September 30, 2023 and (c) fairly presents, in all material respects, the financial position and the results of operations for the Business set forth in the Business Financial Information as of, and for the nine (9) months ended, September 30, 2023, subject to (i) the information set forth in the column labeled “Commentary” therein and (ii) the fact that the Business Financial Information (and the allocations and estimations made by Seller in preparing such Business Financial Information) (A) are not necessarily indicative of the costs that would have resulted if the Business had been operated on a stand-alone basis as of, and for the nine (9) months ended, September 30, 2023 and (B) are not indicative of any such costs to Purchaser and its Affiliates that will result following the Closing.
(b) Seller has not received any payments from any Person with respect to any services to be rendered or goods to be delivered by Purchaser on or after the Closing Date.
Business Financial Information. All information regarding Dealer's business set forth in that document titled "Dealer Application" identified as Exhibit A which is attached hereto and made a part of this Agreement is true, accurate and complete. Dealer covenants and agrees to advise TFC of any material changes to Exhibit A and further to certify within thirty (30) days of each anniversary date of this Agreement that all information contained in Exhibit A is current, true, accurate and complete. Such certification shall be in the form set forth in Exhibit B, attached hereto and made a part hereof, which Exhibit B shall Revised February, 1998 2 be executed by a representative of Dealer with legal authority to bind Dealer with a copy to the Guarantor executing this Agreement.
Business Financial Information. Please fill in the following information:
Business Financial Information. Section 3.6 of the Seller Disclosure Schedules sets forth a copy of unaudited financial information of the Business (the “Unaudited Financial Information”). The Unaudited Financial Information has been prepared in good faith from the books and records of Seller and its Subsidiaries and presents accurately in all material respects the financial information about the Business it purports to present. Notwithstanding anything herein to the contrary, it is understood and agreed that the Unaudited Financial Information has not been prepared in accordance with GAAP, does not include certain items such as taxes and interest and is qualified by the fact that the Business has not operated as a separate stand-alone business or entity and therefore the Unaudited Financial Information, which was prepared for purposes of this Agreement, does not include all of the shared services, overhead and other costs necessary for the Business to operate as a separate stand-alone business or entity. The Business Financial Statements, when delivered in accordance with Section 5.15, will have been prepared in accordance with GAAP consistently applied and fairly present, in all material respects, the financial condition and results of operations and cash flows of the Business as of and for the periods presented therein.
