Financial Information; No Material Adverse Effect. (i) The BPZ Financial Statements have been prepared in accordance with generally accepted accounting principles, do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and fairly present in all material respects, the financial condition of BPZ as at the respective dates thereof, and the results of operation of BPZ for the periods then ended.
(ii) Since December 31, 2003, there has been no material adverse change in the business or financial condition or the operations of BPZ except as set forth on Schedule 3.2(c) of the BPZ Disclosure Schedule.
(iii) At December 31, 2003, there were no liabilities, absolute or contingent of BPZ that were not shown or reserved against on the balance sheets included in the BPZ Financial Statements, except obligations under the contracts shown on or as otherwise disclosed in Schedule 3.3(n) of the BPZ Disclosure Schedule.
(iv) Since December 31, 2003, BPZ has not sold or otherwise disposed of or encumbered any of the properties or assets reflected on the Financial Statements, or other assets owned or leased by it, except in the ordinary course of business, or as otherwise disclosed on Schedule 3.2(c) of the BPZ Disclosure Schedule.
Financial Information; No Material Adverse Effect. (i) The audited Consolidated balance sheet of Targa and its Subsidiaries for the fiscal year ended December 31, 2011 and the Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Targa and its Subsidiaries, including the notes thereto, were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present in all material respects the financial condition of Targa and its Subsidiaries as of the date thereof and their Consolidated results of operations for the period covered thereby except as otherwise expressly noted therein.
(ii) The unaudited Consolidated financial statements of Targa and its Consolidated Subsidiaries at September 30, 2012 were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present in all material respects the Consolidated financial condition of Targa and its Consolidated Subsidiaries as of the date thereof and their Consolidated results of operations for the period covered thereby, subject, in each case, to the absence of footnotes and to normal year-end audit adjustments.
(iii) Since December 31, 2011, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
Financial Information; No Material Adverse Effect. The audited balance sheet of the Borrower and its Consolidated Subsidiaries as of the Fiscal Year ended closest to December 31, 1996, and the related consolidated audited statements of income, shareholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries for the Fiscal Year then ended, copies of which have been delivered to each of the Banks, and the unaudited financial statements of the Borrower and its Consolidated Subsidiaries as of and for the Fiscal Quarter ended closest to June 30, 1997, copies of which have been delivered to each of the Banks, fairly present, in conformity with GAAP, the financial position of the Borrower and its Consolidated Subsidiaries as of such dates and the results of its operations and cash flow for such periods stated; provided, that, (i) the interim statements remain subject to normal year-end audit adjustments and (ii) during the term of this Agreement after the Closing Date, future representations as to the matters set forth in this sentence shall be deemed to refer to the most recent financial statements delivered pursuant to Sections 5.1.1 and 5.1.
Financial Information; No Material Adverse Effect. The audited balance sheet of the Borrower and its Consolidated Subsidiaries as of the Fiscal Year ended closest to December 31, 1998, and the related consolidated audited statements of income, shareholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries for the Fiscal Year then ended, and the unaudited balance sheet of the Borrower and its Consolidated Subsidiaries as of the Fiscal Quarter ended closest to March 31, 1999, and the related consolidated unaudited statements of income, shareholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries for the Fiscal Quarter then ended, copies of which have been delivered to each of the Banks, fairly present, in conformity with GAAP, the financial position of the Borrower and its Consolidated Subsidiaries as of such dates and the results of its operations and cash flow for such periods stated; provided, that during the term of this Agreement after the Closing Date, future representations as to the matters set forth in this sentence shall be deemed to refer to the most recent financial statements delivered pursuant to Sections 5.1.1 and 5.1.
Financial Information; No Material Adverse Effect. (a) All financial statements previously delivered to the Bank and when delivered the financial statements delivered pursuant to Section 7.2(a) and Section 7.2(b) have been prepared in accordance with generally accepted accounting principles and present fairly the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby.
(b) From December 31, 2010 to and including the date hereof, there has been no Disposition or Recovery Event of any material part of the business or property of the Borrower or any Subsidiary, taken as a whole, and no purchase or other acquisition by any of them of any business or property material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto.
(c) No report, financial statement, certificate or other information furnished in writing by or on behalf of the Borrower or any Subsidiary to the Bank in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.
(d) Since December 31, 2010, there has been no event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
Financial Information; No Material Adverse Effect. Schedule 4.03 hereto contains a pro forma Sources and Uses statement for the Buyer estimated as of the Closing Date, giving effect to the funds available to Buyer to close the Transactions contemplated hereby, and to any indebtedness or other liabilities incurred with respect thereto. Such pro forma Sources and Uses statement has been prepared in accordance with GAAP, except to the extent of any variances from GAAP described in Schedule 4.13, and presents fairly in all material respects the anticipated financial condition of Seller as of the Closing Date. Furthermore, Except as set forth in Schedule 4.03, since its inception there has not occurred any Material Adverse Effect with respect to the Buyer.
Financial Information; No Material Adverse Effect. The audited balance sheet of the Borrower and its Consolidated Subsidiaries as of the Fiscal Year ended closest to December 31, 1997, and the related consolidated audited statements of income, shareholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries for the Fiscal Year then ended, copies of which have been delivered to each of the Banks, fairly present, in conformity with GAAP, the financial position of the Borrower and its Consolidated Subsidiaries as of such dates and the results of its operations and cash flow for such periods stated; provided, that during the term of this Agreement after the Closing Date, future representations as to the matters set forth in this sentence shall be deemed to refer to the most recent financial statements delivered pursuant to Sections 5.1.1 and 5.
Financial Information; No Material Adverse Effect. Except as set forth on Schedule 5.5, the financial information with respect to the Purchased Assets as of March 31, 2008 included in Seller’s 2008 rate case filing with the CPUC accurately reflects, in all material respects, the Purchased Assets as of March 31, 2008. Except as set forth in Schedule 5.5, or as otherwise contemplated by this Agreement, since March 31, 2008, no change or event has occurred which, either individually or in the aggregate, has resulted in or is likely to result in a Material Adverse Effect.
Financial Information; No Material Adverse Effect. The audited balance sheet of the Borrower and its Consolidated Subsidiaries as of the Fiscal Year ended closest to December 31, 1996, and the related consolidated audited statements of income, shareholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries for the Fiscal Year then ended, and the unaudited financial statements of the Borrower and its Consolidated Subsidiaries as of and for the Fiscal Quarter ended closest to December 31, 1997, copies of which have been delivered to each of the Banks, fairly present, in conformity with GAAP,
Financial Information; No Material Adverse Effect. The audited balance sheet of the Borrower and its Consolidated Subsidiaries as of the Fiscal Year ended closest to December 31, 1999, and the related consolidated audited statements of income, shareholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries for the Fiscal Year then ended, and the unaudited balance sheet of the Borrower and its Consolidated Subsidiaries as of the Fiscal Quarter ended closest to December 31, 2000, and the related consolidated unaudited statements of income, shareholders' equity and cash flows of the Borrower and its Consolidated Subsidiaries for the Fiscal Quarter then ended, copies of which have been delivered to each of the Banks, fairly present, in conformity with GAAP, the financial position of the Borrower and its Consolidated Subsidiaries as of such dates and the results of its operations and cash flow for such periods stated; provided, that during the term of this Agreement after the Closing Date, future representations as to the matters set forth in this sentence shall be deemed to refer to the most recent financial statements delivered pursuant to Sections 5.1.1 and 5.1.2. Since December 31, 1999, there has been no event, act, condition or occurrence having or which could be expected to have a Material Adverse Effect; provided that during the term of this Agreement following the Closing Date, future representations as to matters set forth in this sentence shall be deemed to refer to the last day of the most recent audited financial statements delivered by the Borrower pursuant to Section 5.1.1.
