Financial Information; No Undisclosed Liabilities Sample Clauses

Financial Information; No Undisclosed Liabilities. (a) Section 3.04(a) of the Disclosure Schedule sets forth, with respect to the Distribution Business, the unaudited balance sheet and statement of income as of and for the 12-month periods ended December 31, 2020 and December 31, 2021 and an unaudited balance sheet and statement of income for the five-month period ended on May 31, 2022 (the balance sheet for such period, the “Latest Balance Sheet”) (collectively, the “Carve-Out Financial Statements”). The Carve-Out Financial Statements (i) were derived from the books and records of Seller maintained in the Ordinary Course of Business, (ii) have been prepared in good faith with the same level of skill and care as that utilized in the standard procedures of the Distribution Business and of the Seller Group, and (iii) were prepared in accordance with the Transaction Accounting Principles and, having regard for the purposes for which they were prepared, fairly present in all material respects the financial condition and results of operations of the Distribution Business. (b) The Distribution Business does not have any Liabilities that would have been required to be reflected in, reserved against or otherwise described in the Carve-Out Financial Statements in accordance with GAAP, consistently applied in accordance with past practice and the Transaction Accounting Principles, and that were not so reflected or on the face thereof, other than Liabilities (i) incurred in the Ordinary Course of Business after the Balance Sheet Date (other than a Liability resulting from, arising out of, relating to, arising under or caused by any breach of Contract, relationships with former service providers, breach of warranty, tort, infringement, misappropriation, violation of Law, Environmental Law or Action and relating to the operation of the Distribution Business prior to the Closing), (ii) incurred under this Agreement or in connection with the Transactions, (iii) that are Assumed Liabilities, and (iv) arising under executory provisions of Contracts entered into in the Ordinary Course of Business (other than a Liability resulting from, arising out of, relating to, or caused by any breach of Contract, breach of warranty, tort, infringement, misappropriation, violation of Law, environmental matter or Action). (c) Except as set forth on Section 3.04(c) of the Disclosure Schedule, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no (i) Taxes attributed to...

Financial Information; No Undisclosed Liabilities. (a) Schedule 3.06(a) contains a copy of the 2015/2016/2017 Draft Financial Statements. The 2015/2016/2017 Draft Financial Statements have been derived from and are consistent with the books and records of Seller and its Affiliates (with such adjustments as may be necessary to conform with GAAP) and have been prepared in accordance with GAAP and fairly present in all material respects the combined financial position, assets and liabilities and results of operations and cash flows of the Business, as of the respective dates and for the respective fiscal years indicated therein. (b) The 2015/2016/2017 Audited Financial Statements and the other financial statements required to be delivered under Section 6.08(a), when so delivered in accordance with Section 6.08(a), will each have been derived from and consistent with the books and records of Seller and its Affiliates (with such adjustments as may be necessary to conform with GAAP) and will have been prepared in accordance with GAAP and will fairly present in all material respects the combined financial position, assets and liabilities and results of operations and cash flows of the Business, as of the respective dates and for the respective periods indicated therein (subject, in the case of the Comparative Financial Statements, to customary audit adjustments and to the absence of certain footnotes). (c) There are no material liabilities included in the Assumed Liabilities, except (i) as included, reserved against or reflected in the balance sheet dated as of December 31, 2017 included in the 2015/2016/2017 Draft Financial Statements, (ii) as covered by the subject matter of the representations and warranties set forth in this Article III (other than this Section 3.06), (iii) as set forth on Schedule 3.06(c) or (iv) for those arising in the ordinary course of business consistent with past practice since December 31, 2017. (d) To the extent primarily related to the Business, neither Seller nor any of its Affiliates have any material prepaid expenses, other than any such amounts that (i) are included in the Transferred Assets, (ii) constitute an Excluded Asset or (ii) are in respect of an Excluded Liability.

Financial Information; No Undisclosed Liabilities. (a) Section 3.3(a) of the Seller Disclosure Letter sets forth: (i) the unaudited combined balance sheets of the Nordisk Business as at May 31, 2014 and May 31, 2013, and the related unaudited combined statements of income prepared by management for each of the fiscal years then ended; (ii) the unaudited combined balance sheets of the Telair Europe Business as at May 31, 2014 and May 31, 2013, and the related unaudited combined statements of income prepared by management for each of the fiscal years then ended; (iii) the unaudited combined balance sheets of the Telair U.S. Business as at May 31, 2014 and May 31, 2013, and the related unaudited combined statements of income prepared by management for each of the fiscal years then ended (the items described in the foregoing subsections (i) through (iii) are collectively referred to as the “Annual Financial Information”); (iv) an unaudited combined balance sheet of the Nordisk Business as at November 30, 2014 and the related unaudited combined statement of income prepared by management for the six-month period then ended; (v) an unaudited combined balance sheet of the Telair Europe Business as at November 30, 2014 and the related unaudited combined statement of income prepared by management for the six-month period then ended; and (vi) an unaudited combined balance sheet of the Telair U.S. Business as at November 30, 2014 and the related unaudited combined statement of income prepared by management for the six-month period then ended (the items described in the foregoing subsections (iv) through (vi) are collectively referred to as the “Interim Financial Information” and, together with the Annual Financial Information, the “Financial Information”). (b) The Financial Information fairly presents in all material respects the financial condition and the results of operations of the Nordisk Business, the Telair Europe Business and the Telair U.S. Business, as applicable, as at the respective dates of and for the periods referred to in such Financial Information, all in accordance with GAAP consistently applied throughout the periods indicated and are consistent in all material respects with the books and records of Sellers (with respect to the Business), the Acquired Companies and the Satair JV, subject to (i) the absence of footnotes, (ii) the use of the accounting practices, principles and methodologies reflected in Section 2.6(a) of the Seller Disclosure Letter, (iii) in the case of the Financial Information of ...

Financial Information; No Undisclosed Liabilities. (a) Section 3.04 of the Disclosure Schedule sets forth the true and complete unaudited management financial statements, including statements of assets and liabilities of the Business as of June 30, 2001 and the related statement of profit and loss of the Business for the six months ended June 30, 2001 (collectively, the "Financial Statements"). Except as shown or provided for in the Financial Statements and as otherwise described in Section 3.04 of the Disclosure Schedule, such 20 <page> Financial Statements (i) have been prepared from the books and records of Seller and the Selling Subsidiaries relating to the Business in accordance with U.S. GAAP applied on a consistent basis and on a basis consistent with past practice and (ii) present fairly, in all material respects, the financial position of or the profit and loss of the Business, as the case may be, as of the date or for the period indicated.

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 December 31, 2014, with corresponding statements of income, and statements of members’ equity and statements of cash flows for 2014 (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. 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. 4.6.1 The summary of lease operating statements previously provided to KeySpan was true and correct in all material respects as of the date of the information set forth therein. 4.6.2 As of the Closing Date, Seneca-Upshur will have no Indebtedness. Except as set forth in Section 4.6 of THX’s Disclosure Schedule, as of the Closing Date, Seneca-Upshur has no material liabilities or obligations of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required to be reflected on a balance sheet or the notes thereto prepared in accordance with GAAP, other than routine operating expenses incurred at or after the Effective Time, liability for Taxes (which are addressed in the Tax Matters Agreement), royalty and other payment obligations relating to Hydrocarbons produced at or after the Effective Time and usual and customary asset retirement and abandonment obligations relating to any wxxxx on any properties set forth in Section 4.15 of THX’s Disclosure Schedule.

Financial Information; No Undisclosed Liabilities. The financial information regarding the CK Properties for the fiscal year ended April 29, 2018, fairly and accurately presents in all material respects the fuel volume, merchandise sales, aggregate fuel margin and aggregate merchandise margin for the CK Properties. Except as set forth in such financial information or the Diligence Reports, the CK Properties are not subject to any material liability of a type required to be set forth on a balance sheet in accordance with United States generally accepted accounting principles (GAAP), other than immaterial current liabilities and obligations incurred in the ordinary course of business consistent with past practice since April 29, 2018. The financial projections for the CK Properties provided to the Conflicts Committee’s financial advisor were prepared in good faith and based upon assumptions and qualifications that management of Circle K considers to be reasonable under the circumstances.

Financial Information; No Undisclosed Liabilities. The financial information regarding the CAPL COCO Properties delivered to Circle K for the fiscal year ended December 31, 2018, fairly and accurately presents in all material respects the fuel volume, merchandise sales, aggregate fuel margin and aggregate merchandise margin for the CAPL COCO Properties. Except as set forth in such financial information or the Diligence Reports, the CAPL COCO Properties are not subject to any material liability of a type required to be set forth on a balance sheet in accordance with GAAP, other than immaterial current liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2018.