Common use of Business Financial Statements Clause in Contracts

Business Financial Statements. The balance sheet accounts associated with the Business (as defined in the Specified Acquisition Agreement) for the fiscal years ended December 31, 2021 and December 31, 2020 and, to the knowledge of the Company, the related adjusted statements of operations and statement of profits and losses for the fiscal year then ended (such items, together with the notes and schedules thereto, collectively, the “Business Financial Information”), in each case, (x) has been derived from the books and records of the Seller (as defined in the Specified Acquisition Agreement), the other Seller Entities (as defined in the Specified Acquisition Agreement) and their respective Subsidiaries and includes the application of certain management judgements made in good faith, (y) were prepared as between such Business Financial Information on a comparable basis in accordance with GAAP and on the basis of the same accounting principles, methods and procedures, consistently applied in all material respects throughout the period covered thereby, except as otherwise expressly noted therein, and (z) fairly present, in accordance with GAAP, in all material respects, the combined financial position of the Business (as defined in the Specified Acquisition Agreement) as of the date thereof and the combined results of operations of the Business for the period covered thereby, subject, in the case of unaudited adjusted statements of operations and statement of profits and losses, to the absence of footnotes and to normal year-end audit adjustments; provided, that the Business Financial Information and the foregoing representations and warranties are qualified by the fact that the Business has not been operated as a separate standalone entity and therefore the Business Financial Information does not include all of the costs necessary for the Business to operate as a separate standalone entity, nor does it necessarily represent the financial, operating or other results of the Business had the Business been operated as a standalone entity.

Business Financial Statements. (a) The balance sheet accounts associated Borrower has not engaged in any business or activities prior to the date of this Agreement, except for activities related to its formation, organization and prospective operations, and will not have any significant assets or liabilities prior to the Transfer, as contemplated by this Agreement and the Registration Statement. (b) The Borrower has delivered to the Agent complete and correct copies of (i) the Registration Statement, and (ii) a memorandum prepared by Xxxxxx Xxxxxxx & Co. Incorporated and Xxxx Xxxxxx Xxxxxxxx, Inc. for use in connection with the Business Borrower's private placement of the Private Placement Debt (as defined the "Memorandum"). The unaudited PRO FORMA consolidated financial statements of the Public Partnership set forth in the Specified Acquisition Agreement) for the fiscal years ended December 31, 2021 and December 31, 2020 and, to the knowledge of the Company, the related adjusted statements of operations and statement of profits and losses for the fiscal year then ended (such items, together with the notes and schedules thereto, collectively, the “Business Financial Information”), Registration Statement have been prepared in each case, (x) has been derived from the books and records of the Seller (as defined in the Specified Acquisition Agreement), the other Seller Entities (as defined in the Specified Acquisition Agreement) and their respective Subsidiaries and includes the application of certain management judgements made in good faith, (y) were prepared as between such Business Financial Information on a comparable basis all material respects in accordance with GAAP and on the basis applicable accounting requirements of Article II of Regulation S-X of the same accounting principlesSecurities and Exchange Commission and, methods in the opinion of the management of the Managing General Partner and proceduresBorrower, consistently the assumptions used in the preparation of such pro forma financial statements are reasonable and the pro forma adjustments reflected in such pro forma financial statements have been properly applied in all material respects to the historical amounts in the compilation of such pro forma financial statements. The financial statements and schedules included in the Registration Statement (other than with respect to pro forma matters) have been prepared in accordance with GAAP consistently applied throughout the period covered therebyperiods specified, except as otherwise expressly noted to the extent disclosed therein, and (z) present fairly present, in accordance with GAAP, in all material respects, respects the combined financial position of the Business (as defined in the Specified Acquisition Agreement) corporation or partnership to which they relate as of the date thereof respective dates specified and the combined results of their operations and cash flows for the respective periods specified. Since October 1, 1996 there has been no material adverse change in the business, financial condition, or results of operations of Empire Energy Corporation, CGI Holdings, Inc., the Business for the period covered thereby, subject, in the case of unaudited adjusted statements of operations General Partners and statement of profits and losses, to the absence of footnotes and to normal year-end audit adjustments; provided, that the Business Financial Information and the foregoing representations and warranties are qualified by the fact that the Business has not been operated their consolidated subsidiaries taken as a separate standalone entity whole. The information included under the caption "Selected Pro Forma Financial and therefore the Business Financial Information does not include all of the costs necessary for the Business to operate as a separate standalone entity, nor does it necessarily represent the financial, operating or other results of the Business had the Business been operated as a standalone entity.Operating Data" in 59 319

Business Financial Statements. The balance sheet accounts associated with the Business (as defined in the Specified Acquisition Agreement) for the fiscal years ended December 31, 2021 and December 31, 2020 and, to the knowledge of the Company, the related adjusted statements of operations and statement of profits and losses for the fiscal year then ended (such items, together with the notes and schedules thereto, collectively, the “Business Financial Information”), in each case, (x) has been derived from the books and records of the Seller (as defined in the Specified Acquisition Agreement), the other Seller Entities (as defined in the Specified Acquisition Agreement) and their respective Subsidiaries and includes the application of certain management judgements made in good faith, (y) were prepared as between such Business Financial Information on a comparable basis in accordance with GAAP and on the basis of the same accounting principles, methods and procedures, consistently applied in all material respects throughout the period covered thereby, except as otherwise expressly noted therein, and (z) fairly present, in accordance with GAAP, in all material respects, the combined financial position of the Business (as defined in the Specified Acquisition Agreement) as of the date thereof and the combined results of operations of the Business for the period covered thereby, subject, in the case of unaudited adjusted statements of operations and statement of profits and losses, to the absence of footnotes and to normal year-end audit adjustments; provided, that the Business Financial Information and the foregoing representations and warranties are qualified by the fact that the Business has not been operated as a separate standalone entity and therefore the Business Financial Information does not include all of the costs necessary for the Business to operate as a separate standalone entity, nor does it necessarily represent the financial, operating or other results of the Business had the Business been operated as a standalone entity.. (d)