Financial Information; Absence of Undisclosed Liabilities. (a) Schedule 4.06(a) sets forth: (i) the audited (A) combined statements of operations and (B) combined statements of cash flows of Company for the fiscal years ended December 31, 2012, 2013 and 2014; (ii) the audited combined balance sheets of Company as of December 31, 2013 and 2014 (the financial statements referred to in the foregoing clauses (i) and (ii) are collectively referred to herein as the “Audited Financial Statements”); (iii) the unaudited (A) combined balance sheet of Company as of June 30, 2015 (the “Balance Sheet”) and (B) combined statement of operations and statement of cash flows of Company for the six (6) month period ended June 30, 2015 (the financial statements referred to in the foregoing clause (iv) are collectively referred to herein as the “Unaudited Interim Financial Statements”, and collectively with the financial statements referred to in the foregoing clause (iii) and the Audited Financial Statements, the “Financial Statements”); and (v) any management letters relating to the Audited Financial Statements received by Company from the auditors. The Financial Statements have been prepared on a carve out basis in accordance with GAAP and in all material respects present fairly in accordance with GAAP the combined financial condition and the combined statements of operations and cash flows of Company as of their respective dates and for their respective periods, except (I) as may be stated in the notes thereto and (II) that the Unaudited Interim Financial Statements are subject to year-end adjustments and lack the footnote disclosure otherwise required by GAAP.
Financial Information; Absence of Undisclosed Liabilities. (a) Section 3.5 of the Trimble Disclosure Schedule sets forth (i) the unaudited, management carve-out, pro-forma combined balance sheets and results of operations for the Business as of December 30, 2022, and the related unaudited, management carve-out, pro-forma combined statements of income of the Business for the fiscal year ended December 30, 2022 and (ii) the unaudited, management carve-out, pro-forma combined balance sheets and results of operations for each quarterly period from December 30, 2022 to June 30, 2023 and the six-month period then ended, and the related unaudited, management carve-out, pro-forma combined statements of income (collectively, the “Business Financial Statements”). The Business Financial Statements were derived from, and are in accordance with, the financial books and records of Trimble and its applicable Subsidiaries. The Business Financial Statements present fairly in all material respects, the financial condition, assets, Liabilities, revenues, expenses, and results of operations and have been prepared in accordance with the historical accounting principles, practices, methodologies and policies of Trimble and its applicable Subsidiaries with respect to the Business, except as disclosed on Section 3.5 of the Trimble Disclosure Schedule.
Financial Information; Absence of Undisclosed Liabilities. (a) Section 4.5 of the AGCO Disclosure Schedule sets forth the unaudited (i) balance sheet and results of operations excluding income Taxes for the JCA Entities as of June 30, 2023 and (ii) results of operations for each monthly period from May 1, 2022 to June 30, 2023 (collectively, the “JCA Financial Statements”). The JCA Financial Statements were derived from the financial books and records of AGCO and the JCA Entities. The JCA Financial Statements present fairly in all material respects the financial position and results of operations excluding income taxes of the JCA Entities and have been prepared in accordance with the historical accounting principles, practices, methodologies and policies of AGCO and the JCA Entities with respect to the JCA Entities, except as disclosed on Section 4.5 of the AGCO Disclosure Schedule.
Financial Information; Absence of Undisclosed Liabilities. (a) Acquiror has filed with, or furnished to, the SEC all required Acquiror SEC Documents. As of their respective dates, the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Acquiror SEC Documents, and none of the Acquiror SEC Documents 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, unless such information contained in or omitted from any Acquiror SEC Document has been timely corrected by a later-filed Acquiror SEC Document. The Acquiror Financial Statements comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared, in all material respects, in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis (except as may be indicated in the notes thereto) and present fairly, in all material respects, the consolidated financial condition and the consolidated results of operations and cash flows of the Acquiror and its consolidated Subsidiaries as of their respective dates and for the respective periods covered thereby (except, in the case of unaudited statements, for the absence of footnote disclosure and for normal and recurring year-end audit adjustments).
Financial Information; Absence of Undisclosed Liabilities. (a) Attached to Section 3.05(a) of the Disclosure Letter are true and complete copies of the (i) the carve-out, unaudited, pro forma (after taking into account the consummation of the Restructuring Transactions) consolidated balance sheet of the Transferred Companies as of January 31, 2022 and 2021 and the related carve-out unaudited combined statements of income for each of the years in the three (3)-year period ended January 31, 2022 (collectively, the “Carve-out Unaudited Annual Financial Statements”) and (ii) the carve-out, unaudited, pro forma (after taking into account the consummation of the Restructuring Transactions) consolidated balance sheet of the Transferred Companies as of the Reference Balance Sheet Date (the “Carve-out Unaudited Interim Financial Statements” and, together with the Carve-out Unaudited Annual Financial Statements, the “Financial Statements”), each of which has been prepared in conformity with GAAP except as otherwise referenced in Section 3.05(a) of the Disclosure Letter. For the purposes hereof, the unaudited consolidated balance sheet as of the Transferred Companies as of the Reference Balance Sheet Date is herein referred to as the “Reference Balance Sheet”. The Financial Statements have been derived from the consolidated financial statements and accounting records of Parent and its applicable Subsidiaries and fairly present, in all material respects, the consolidated financial position of the Business as of the dates thereof and the consolidated results of operations of the Business as of the times and for the periods referred to therein, except for the exclusion of footnote disclosures and normal year-end adjustments (none of which are, individually or in the aggregate, material). The Financial Statements have been prepared solely for the purposes of this Agreement and this Section 3.05(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Parent. The books, records and other financial reports of Parent relating to the operations of the Business used by Parent as source documentation for the Financial Statements are correct in all material respects and have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in possession of the Company or the applicable Transferred Company. Parent maintains a system of...
Financial Information; Absence of Undisclosed Liabilities. The financial statements of the Borrower and its Subsidiaries and the Parent and its Subsidiaries furnished to each Agent and each Lender pursuant to clause (a) of Section 6.1.5 have been prepared in accordance with GAAP consistently applied, and present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended. To the best knowledge of the Parent and the Borrower, neither the Parent and its Subsidiaries nor the Borrower and its Subsidiaries had any material liabilities (matured or unmatured, fixed or contingent) that were not fully reflected or provided for on the financial statements delivered pursuant to clause (a) of Section 6.1.5, whether or not required by GAAP to be shown on such financial statements. The pro forma balance sheet delivered pursuant to clause (b) of Section 6.1.5 have been prepared in accordance with the requirements of GAAP for the preparation of pro forma financial statements. All balance sheets, all statements of operations, shareholders' equity and cash flow and all other financial information of each of the Borrower and its Subsidiaries and the Parent and its Subsidiaries furnished pursuant to Section 8.1.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof and the results of their operations for the periods then ended.
Financial Information; Absence of Undisclosed Liabilities. (a) Except as otherwise noted therein, the consolidated financial statements of Acquiror included in the Acquiror SEC Documents were prepared in accordance with GAAP, consistently applied (except, in the case of the unaudited statements, for normal year-end audit adjustments), and fairly present in all material respects the consolidated financial condition, results of operations and cash flows of Acquiror and its consolidated subsidiaries as of and for the periods indicated therein (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).
Financial Information; Absence of Undisclosed Liabilities. (a) Section 3.6(a) of the Holdings Disclosure Schedule sets forth the audited combined balance sheets of the Transferred Companies as of December 31, 1998 and the related audited combined statements of income and changes in cash flows for the year then ended (collectively, the "Audited Financial Statements"). Except as otherwise noted therein, the Audited Financial Statements were prepared in conformity with United States generally accepted accounting principles ("GAAP"), consistently applied, and fairly present in all material respects the combined financial condition, results of operations and cash flows of the Transferred Companies as of and for the period indicated therein.
Financial Information; Absence of Undisclosed Liabilities. (a) Section 3.06(a)(i) of the Seller Disclosure Letter sets forth (i) the unaudited consolidated balance sheet of the Company and the Transferred Subsidiaries (other than ALICO Services, Inc. (“AIA B Panama”), but including AIG Financial Assurance Japan K.K. (“AIG FAJ”)) as of November 30, 2009, (the “Annual Reference Balance Sheet”), (ii) the unaudited consolidated balance sheet of the Company and the Transferred Subsidiaries (other than DelAm, GBN, LLC, AIA B Panama and AIG Life International Limited (“Isle of Man”), but including AIG FAJ) as of May 31, 2009 (the “Reference Balance Sheet”), (iii) the unaudited consolidated income statement of the Company and the Transferred Subsidiaries (other than AIA B Panama, but including AIG FAJ) for the year ended November 30, 2009 (the “Annual Reference Income Statement”) and (iv) the unaudited consolidated income statement of the Company and the Transferred Subsidiaries (other than DelAm, GBN, LLC, AIA B Panama and Isle of Man, but including AIG FAJ) for the six month period ended May 31, 2009 (the
Financial Information; Absence of Undisclosed Liabilities. (a) Attached hereto as Section 3.4(a) of the Disclosure Schedule are the following financial statements: (i) the unaudited combined balance sheet of the Business as of March 31, 2019 (the “Reference Balance Sheet”) and the related combined statements of income and cash flows of the Business for the three-month period then ended; and (ii) the unaudited combined balance sheet of the Business as of December 31, 2018 and the related combined statements of income and cash flows of the Business for the fiscal year then ended (such financial statements referred to in (i) and (ii) and the Audited and Reviewed Financial Statements, collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP and are consistent with the books of account and other financial records of the Company with respect to the Business (except as may be indicated in the notes to any applicable audited Financial Statements), and the Financial Statements are accurate and complete in all material respects and fairly present, in all material respects, the financial position of the Business as of the dates thereof and for the periods referenced therein.
