Financial Information; No Undisclosed Liabilities. (a) Attached as Schedule 3.3(a) are (i) an unaudited statement of net assets of the Business, as of June 30, 2022 and June 30, 2021, and (ii) an unaudited statements of net earnings and cash flows of the Business for the years then ended (clauses (i) and (ii) collectively, the “Annual Financial Statements”), (iii) the unaudited statement of net assets of the Business, as of September 30, 2022, and (iv) the unaudited statements of net earnings and cash flows of the Business for the three months then ended (collectively, the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”) (such statement of net assets as of September 30, 2022, the “Balance Sheet” and such date, the “Balance Sheet Date”). The books and records of the Seller with respect to the Business have been prepared in accordance with GAAP. Subject to the limitations set forth in this Agreement, the Financial Statements have been derived from the books and records of the Seller with respect to the Business, have been prepared in good faith and present fairly, in all material respects, the financial condition and results of operations of the Business as of the indicated dates and for the indicated periods in conformity with GAAP consistently applied throughout the periods covered thereby. The Seller makes no other representation or warranty regarding the Financial Statements. (b) Other than (i) Liabilities that are reflected in the Interim Financial Statements, (ii) Liabilities disclosed or referred to in the Disclosure Schedules, (iii) the 22 Retained Liabilities, and (iv) Liabilities or obligations arising since the Balance Sheet Date in the ordinary course of business, the Seller does not have any Liabilities or obligations of any nature with respect to the Business that would be material to the Business, taken as a whole. 3.4
Financial Information; No Undisclosed Liabilities. (a) Section 3.3(a) of the Seller Disclosure Letter sets forth:
Financial Information; No Undisclosed Liabilities. (a) As of the date hereof, the Company has made available to Parent copies of (i) audited financial statements consisting of the combined consolidated audited balance sheet of the Xxxxxxxx Oil Corporation and its subsidiaries and certain affiliates which include Sinclair Services Company, Wyoming Renewable Diesel Company LLC, and Xxxxxxxx Golf Course, Inc. (the “Financial Statement Businesses”) as of December 31, 2020, December 31, 2019 and December 31, 2018 and the related combined consolidated audited statements of operations, changes in parent’s net investment and cash flows for the years ended December 31, 2020, December 31, 2019 and December 31, 2018 (the “Historical Financial Statements”), and (ii) unaudited financial statements consisting of the combined consolidated unaudited balance sheet of the Financial Statement Businesses as of June 30, 2021 (the “Interim Balance Sheet”) and the related combined consolidated unaudited statements of operations, changes in parent’s net investment and cash flows for the three and six months ended June 30, 2021, as applicable (together with the Historical Financial Statements, the “Financial Statements”). The (A) Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except that (x) there are no notes to the Interim Balance Sheet and related unaudited statements of operations, changes in parent’s net investment and cash flows and (y) the Interim Balance Sheet and related unaudited statements of operations, changes in parent’s net investment and cash flows are subject to normal audit adjustments which are not material in the aggregate), and (B) Historical Financial Statements and Interim Balance Sheet fairly present, in all material respects, the financial condition of the Financial Statement Businesses on a combined consolidated basis as of the respective dates thereof, and the results of the operations of the Financial Statement Businesses on a combined consolidated basis for the periods covered by such Financial Statements. The Company has made available to Parent copies of unaudited trial balances showing balance sheet and income statement information for each of the individual legal entities that comprise the Historical Financial Statements and the Interim Balance Sheet as of the dates thereof and for the periods covered thereby (the “Trial Balance and Income Information”). The Trial Balance and Income Information is derived from the same...
Financial Information; No Undisclosed Liabilities. Seller has delivered to Buyer, and Section 3.5 of the Seller Disclosure Schedule contains, true and complete copies of the balance sheet of Seller as of August 12, 2017, with corresponding statements of income, and statements of members’ equity and statements of cash flows for August 12, 2017 (collectively, the “Financial Statements”). The Financial Statements (i) fairly present, in all material respects, the financial condition of the Business as of such date, the results of the Business’ operations and changes in members’ equity, and cash flows at and as of the dates and during the periods specified, and (ii) were compiled from books and records regularly maintained by management of Seller used to prepare the Financial Statements of the Business. To the Knowledge of Seller, Seller has no liabilities other than as set forth in the Financial Statements or other liabilities incurred in the ordinary course of business and consistent with past practice.
Financial Information; No Undisclosed Liabilities. (d) Attached as Schedule 3.4(a) are true, correct and complete copies of the audited combined financial statements as of December 31, 2018 (the “Balance Sheet Date”) and for the years ended December 31, 2018 and 2017 (the “Combined Financial Statements”) that reflect the Company’s Tile Coating Systems Business (as defined therein). The Combined Financial Statements present fairly, in all material respects, the financial position of the Tile Coating Systems Business (as defined therein) as of December 31, 2018, and the results of its operations and its cash flows for the years ended December 31, 2018 and December 31, 2017 in accordance with GAAP. The Combined Financial Statements have been prepared from the separate records maintained by the Tile Coating Systems Business (as defined therein) and may not necessarily be indicative of the conditions that would have existed or the results of 40 operations if the Tile Coating Systems Business (as defined therein) had been operated as an unaffiliated company. Portions of executive compensation, worldwide strategy, corporate development, legal counsel, worldwide marketing, other corporate functions for the benefit of consolidated Company and certain other expenses (in which case such allocations would not be material to the Business as a whole) represent allocations made from corporate office items applicable to the Company as a whole.
Financial Information; No Undisclosed Liabilities. The audited balance sheet of the Company as of October 31, 2008 (the “Statement Date”), as delivered previously to Purchaser, presents fairly in all material respects the financial position of the Company as of the date thereof and has been prepared in accordance with the Company’s books and records (the “Balance Sheet”). There is no liability as of the closing date of this agreement, contingent or otherwise, not adequately reflected in or reserved against in the Balance Sheet, other than (i) liabilities incurred in the ordinary course of business subsequent to the Statement Date and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in the Balance Sheet, which, in both cases, individually or in the aggregate, are not material to the financial condition of the Company. Since the Statement Date, (i) there has been no material adverse change in the business, assets or condition, financial or otherwise, operations or prospects of the Company, (ii) neither the business, condition, or operations of the Company nor any of the material properties or assets of the Company have been adversely affected as the result of any legislative or regulatory change, any revocation or change in any material franchise, permit, license or right to do business, or any other event or occurrence, whether or not insured against, (iii) the Company has not entered into any material transaction other than in the ordinary course of business, made any dividend or distribution on its capital stock, or redeemed or repurchased any of its capital stock, and (iv) the Company has not incurred any liability or contingent liability in excess of $50,000.
Financial Information; No Undisclosed Liabilities. (a) Schedule 3.06(a)(i) sets forth true and complete copies of the Unaudited Financial Information. The Unaudited Financial Information is unaudited and has been derived from the books and records of Seller and certain of its Affiliates and fairly presents, in all material respects, as of the respective dates therein specified and for the respective periods indicated therein, the financial information of the Transferred Company therein specified, in accordance with the accounting methods, judgments, policies, principles, practices, procedures, classifications and estimation methodologies set forth on, Schedule 3.06(a)(ii) (the “Accounting Principles”), consistently applied throughout the periods involved. Seller makes no representation or warranty that the Unaudited Financial Information has been prepared in conformity with GAAP or any analogous accounting standards in any jurisdiction. The Unaudited Financial Information may not necessarily reflect what the financial position and results of operations of the Transferred Company would have been had the Transferred Company operated independently of Seller as of the dates or for the periods presented. (b) The Transferred Company does not have any material liabilities or obligations that would be required to be reflected or reserved against in a balance sheet of the Transferred Company prepared in accordance with the Accounting Principles, except (i) liabilities or obligations reflected or reserved against in the Unaudited Financial Information, (ii) liabilities or obligations incurred in the Ordinary Course of Business since the Most Recent Balance Sheet Date or (iii) as set forth on Schedule 3.06(b). Section 3.07.
Financial Information; No Undisclosed Liabilities. The financial information of the Target provided by Sellers to Buyer is accurate, correct and complete in accordance with the books and records of the Target, and presents fairly the results of operations [and financial condition] of the Target for the periods presented. Target has no liabilities other than those disclosed by the Sellers to the Buyer.
Financial Information; No Undisclosed Liabilities. (a) Section 3.04 of the NNI Disclosure Schedule sets forth the unaudited management statements of the Nortel Networks Business, including a statement of assets and liabilities as of December 31, 2003, and as of March 31, 2004 and a statement of operations and a statement of cash flows, each for the year ended December 31, 2003 and for the three-month period ended March 31, 2004 (collectively, the "Financial Statements"). Except as shown or provided for in the Financial Statements or as otherwise described in Section 3.04 of the NNI Disclosure Schedule, such Financial Statements (i) have been prepared in accordance with the accounting principles and books and records of Nortel Networks; (ii) are prepared in accordance with U.S. GAAP applied consistently with past practice; and (iii) present fairly, in all material respects, the financial position or results of operations, as the case may be, for the Nortel Networks Business as of the date or for the period indicated.
Financial Information; No Undisclosed Liabilities. (a) Section 4.05 of the Company Disclosure Schedule sets forth the unaudited balance sheet of the Company as of, and the related statements of income, changes in members' equity and cash flows of the Company for the year ended, November 2, 2003, and the unaudited balance sheet of the Company as of, and the related statements of income, changes in members' equity and cash flows of the Company for the three months ended, January 30, 2004 (collectively, the "Company Financial Statements"). Such Company Financial Statements (i) are prepared in accordance with GAAP, (ii) are prepared consistently with past practice and (iii) present fairly, in all material respects, the financial positions of or results of operations for the Company, as the case may be, as of the dates or for the periods indicated, as the case may be.
