Common use of Financial Information; Absence of Undisclosed Liabilities Clause in Contracts

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.

Appears in 4 contracts

Samples: Sale and Contribution Agreement (Trimble Inc.), Sale and Contribution Agreement (Trimble Inc.), Sale and Contribution Agreement (Agco Corp /De)

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Financial Information; Absence of Undisclosed Liabilities. (a) Section 3.5 3.05(a) of the Trimble Disclosure Schedule sets forth (i) the unaudited, management carveaudited Special-out, pro-forma combined balance sheets and results Purpose Combined Statements of operations Net Assets for the GTI Business as of at December 3031, 20222012 and December 31, 2011, and the related unaudited, management carveSpecial-out, pro-forma combined statements Purpose Combined Statements of income of the Business Revenues and Expenses for the fiscal year ended December 30years then ended, 2022 and (ii) the unauditedaudited Special-Purpose Combined Statements of Net Assets for the Industrial Filtration and Membrane Businesses at December 31, management carve-out2012 and December 31, 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, 2011 and the related unaudited, management carveSpecial-out, pro-forma combined statements Purpose Combined Statements of income Revenues and Expenses for the fiscal years then ended (collectivelytogether with (i), the “Business Financial Statements”), (iii) the unaudited reported statement of net assets for the combined Air Filtration business at September 30 2013 and the reported income statement for the nine (9) months then ended (together the “Interim 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 Interim Financial Statements present fairly fairly, in all material respects, the financial condition, assets, Liabilities, revenues, expenses, condition and results of operations of the Business at their respective dates and for the periods covered by such statements, and have been prepared in accordance consistently with the historical accounting principles, past practices, methodologies and policies of Trimble and its applicable Subsidiaries with respect to except for the Businessspecific adjustments as described therein, except as disclosed on Section 3.5 subject, in the case of the Trimble Disclosure ScheduleInterim Financial Statements, to normal recurring year-end adjustments (including audit adjustments, if any) and the absence of footnote disclosure.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Clarcor Inc.)

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