Financial Condition and Results of Operations Sample Clauses

Financial Condition and Results of Operations. [See attached] / [Please see discussion and analysis contained in .]1 [See attached.] FORM OF U.S. TAX COMPLIANCE CERTIFICATE FORM OF U.S. TAX COMPLIANCE CERTIFICATE FORM OF U.S. TAX COMPLIANCE CERTIFICATE FORM OF U.S. TAX COMPLIANCE CERTIFICATE Schedule 1.1A Commitments, Applicable Percentages and Sublimits Schedule 1.1A Commitments, Applicable Percentages and Sublimits Schedule 1.1B Qualified Assets Schedule 1.1B Qualified Assets Schedule 1.1B Qualified Assets Schedule 1.1B Qualified Assets Schedule 3.1A Existing Letters of Credit
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Financial Condition and Results of Operations. The General Disclosure Package fairly and accurately describes (i) all material trends, demands, commitments and events known to the Company and uncertainties, and the potential effects thereof, that the Company believes would be materially affect its liquidity and are reasonably likely to occur; and (ii) neither the Company nor any of the Subsidiaries and Affiliated Entities is engaged in any transaction with, or have any obligation to, its unconsolidated entities (if any) that is contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or any of the Subsidiaries and Affiliated Entities, including, without limitation, structured finance entities and special purpose entities, or otherwise engage in, or have any obligation under, any off-balance sheet transaction or arrangement. As used herein, the phrase “reasonably likely” refers to a disclosure threshold lower than “more likely than not”.
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Financial Condition and Results of Operations accurately and fully describe: (i) (a) the accounting policies that the Company believes to be the most important in the portrayal of the Company’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”), (b) the uncertainties affecting the application of Critical Accounting Policies, and (c) an explanation of the likelihood that materially different amounts would be reported under different conditions or using different assumptions; and (ii) (a) all material trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that the Company believes would materially affect liquidity and are reasonably likely to occur, and (b) neither the Company nor any of the Subsidiaries is engaged in any transactions with, or have any obligations to, its unconsolidated entities (if any) that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or the Subsidiaries, including structured finance entities and special purpose entities, or otherwise engage in, or have any obligations under, any off- balance sheet transactions or arrangements. As used herein, the phrase reasonably likely refers to a disclosure threshold lower than more likely than not; and the description set forth in the DRHP, RHP or Prospectus, as the case may be, under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presents fairly and accurately the factors the management of the Company believes have in the past and may in the foreseeable future affect the financial condition and results of operations of the Company and its Subsidiaries;
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Financial Condition and Results of Operations. The following includes Xxxxxxxx’x management’s discussion of the financial results, liquidity and other key items related to Xxxxxxxx’x performance and should be read in conjunction with the consolidated financial statements of Ducommun and related notes filed with the SEC. In addition, the following includes XxXxxxx’x management’s discussion of the financial results, liquidity and historical financial condition of XxXxxxx for periods completed prior to the consummation of the Transactions, which should be read in conjunction with the consolidated financial statements of XxXxxxx and related notes filed with the SEC. All references to fiscal year 2010, 2009 and 2008 refer to fiscal years ended December 31, 2010, 2009 and 2008, respectively, in the case of Ducommun, and the fiscal years ended June 27, 2010, June 28, 2009 and June 29, 2008, respectively, in the case of XxXxxxx. The discussion and analysis of historical periods prior to the consummation of the Transactions does not reflect the significant impact that the Transactions will have on us. See “Unaudited Pro Forma Condensed Combined Financial Data.” Unless the context indicates otherwise, the terms “Ducommun,” “we,” “our” or “us” are used to refer to Ducommun and its consolidated subsidiaries, including, where applicable, XxXxxxx on a pro forma basis. The term “XxXxxxx” refers to XxXxxxx, Inc. and its consolidated subsidiaries.
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Financial Condition and Results of Operations. (y) with respect to the annual and quarterly information, a presentation of Adjusted EBITDA of the Issuer (the foregoing financial information to be prepared on a basis substantially consistent with the presentation of non-GAAP financial measures included in the Offering Memorandum); and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Issuer’s independent registered public accounting firm; it being understood that the Issuer shall not be required to include, except as otherwise provided in this Section 4.02(a), any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any “push down” accounting adjustment; and (ii) within five Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.06, 4.01, 4.02, 5.01 and 5.02
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Financial Condition and Results of Operations. MagneTek has furnished to Buyer (i) the unaudited balance sheet and related unaudited statements of income (including the deprecation, amortization and capital spending data to the extent noted on Schedule 3.14) of the Division for the fiscal years ended June 30, 1993 and June 30, 1994 and (ii) the unaudited balance sheet and related unaudited statement of income of the Division for the three-month period ended September 30, 1994 (collectively, the "Financial Statements"), each of which are set forth on Schedule 3.14. Except as set forth therein or on Schedule 3.14, the Financial Statements present fairly the financial condition and results of operations of the Division as of the dates and for the periods indicated and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis with prior periods. Except as set forth on Schedule 3.14, the Adjusted July Balance Sheet fairly presents, in all material respects, the Division Assets and Division Liabilities on To the Knowledge of Sellers, other than the Retained Liabilities, there are no material Liabilities of or relating to the Division, except (a) Liabilities which are reflected or reserved against on the Adjusted July Balance Sheet and which have not been paid or discharged since the date thereof, (b) Liabilities arising under the Contracts listed on Schedule 3.7 (or under Contracts which, pursuant to the terms of Section 3.7, are not required to be so listed), and (c) other Division Liabilities that were incurred since the date of the Adjusted July Balance Sheet in the ordinary course of the Business and consistent with the Division's past practices.
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Financial Condition and Results of Operations and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and
Sample 1
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Financial Condition and Results of Operations. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to inform the reader about matters affecting the financial condition and results of operations of SMLP and its subsidiaries. As a result, the following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in this report. Among other things, the consolidated financial statements and the related notes include more detailed information regarding the basis of presentation for the following information. This discussion contains forward-looking statements that constitute our plans, estimates and beliefs. These forward-looking statements involve numerous risks and uncertainties, including, but not limited to, those discussed in Forward-Looking Statements. Actual results may differ materially from those contained in any forward-looking statements. You should read the following discussion and analysis of financial condition and results of operations in conjunction with the financial statements, and the notes thereto, included in Item 8, “Financial Statements and Supplementary Data” of this Current Report on Form 8-K. This MD&A comprises the following sections: • Overview • Trends and Outlook • How We Evaluate Our Operations • Results of Operations • Liquidity and Capital Resources • Critical Accounting Estimates • Forward-Looking Statements We are a value-driven limited partnership focused on developing, owning and operating midstream energy infrastructure assets that are strategically located in unconventional resource basins, primarily shale formations, in the continental United States. We classify our midstream energy infrastructure assets into two categories: • Core Focus Areas – core producing areas of basins in which we expect our gathering systems to experience greater long-term growth, driven by our customers’ ability to generate more favorable returns and support sustained drilling and completion activity in varying commodity price environments. In the near-term, we expect to concentrate the majority of our capital expenditures in our Core Focus Areas. Our Utica Shale, Ohio Gathering, Williston Basin, DJ Basin and Permian Basin reportable segments (as described below) comprise our Core Focus Areas. • Legacy Areas – production basins in which we expect volume throughput on our gathering systems to experience relatively lower long-term growth compared to our Core Focus Areas, given that our custo...
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Financial Condition and Results of Operations. Seller has previously furnished to Purchaser true, correct and complete copies of the balance sheet of Seller as of December 31, 1998 and as of April 30, 1999 (the latter being referred to herein as the "Most Recent Balance
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Related to Financial Condition and Results of Operations

  • Statement of Operations Statement of Changes in Net Assets.

  • BID TABULATION AND RESULTS Bid tabulations shall be available thirty (30) days after opening on the Orange County website at: xxxx://xxxx.xxxx.xxx/orangebids/bidresults/results.asp or upon notice of intended action, whichever is sooner.

  • Financial Condition (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2012 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds permitted under Section 8.15 thereof and (iii) the payment of fees and expenses on the Closing Date in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at September 30, 2012 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2011, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on December 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, any material Guarantee Obligations, contingent liabilities, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

  • SUSPENSION OF OPERATIONS Concessionaire shall, at the direction of Department, immediately suspend, delay or interrupt Concessionaire’s operation of all or any part of the Concession Premises for such period of time as Department may determine to be appropriate to protect the Concession Premises and/or public health, safety, and welfare due to the occurrence of hazardous work conditions, emergency conditions, and/or any other cause including, but not limited to, Concessionaire's failure to perform any of the covenants, agreements, and conditions contained in this Agreement on its part to be performed. Concessionaire hereby waives any claim, and Department shall not be liable to any party claiming through Concessionaire, for damages, payment abatement, or compensation as a result of Department's actions under this Paragraph or this Agreement. Department's suspension of Concessionaire's operations shall be in addition to any other right or remedy available by law or in equity.

  • Financial Condition; Financial Statements (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.

  • Hours of Operation You can access automated account information through the Service 7 days a week, 24 hours a day. There may be times, however, when all or part of the Service is unavailable due to system outages or maintenance. We assume no responsibility for any damage or delay that may result from such unavailability.

  • Continuity of Operations Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.

  • Financial Conditions (a) The Recipient shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Recipient responsible for carrying out the Project or any part thereof. (b) The Recipient shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the GEF Trust Fund Grant Account were made on the basis of statements of expenditure, the Recipient shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the GEF Trust Fund Grant Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.

  • Financial Statements; Financial Condition All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Control of Operations Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (a) nothing contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the other party’s operations prior to the Effective Time and (b) prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

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