Financial Information; Undisclosed Liabilities. (a) Section 4.16 of the Disclosure Letter contains a statement setting forth specified purchased net assets as of July 31, 2005 (the “Statement of Purchased Net Assets”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 and the nine-month period ended July 31, 2005 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements.
(b) The Audited Business Financial Statements will present fairly in all material respects the consolidated assets acquired and liabilities assumed and related revenues and direct expenses of the Business, as of the dates and for the periods indicated. The Audited Business Financial Statements will be prepared in accordance with the methodology described in the letter sent from Buyer to the SEC on October 7, 2005, consistently applied except where expressly indicated.
(c) The Assumed Liabilities do not include any Liabilities of a nature required by GAAP to be reflected in a consolidated corporate balance sheet or the notes thereto, except Liabilities that (i) will be accrued or reserved against in the Audited Business Financial Statements, (ii) were incurred in the ordinary course of business since July 31, 2005, or (iii) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.
Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets of the Business as at September 26, 2008 and December 31, 2008 and the related statements of income for the fiscal year then ended (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance Sheet”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and present fairly, in all material respects, the current assets and current Liabilities of the Business as of the Balance Sheet Date and the results of operations of the Business as of and up to such date.
(b) Except as set forth on Schedule 3.6(b) of the Seller Disclosure Letter, the Business does not have any Liabilities (whether accrued, absolute, contingent or otherwise) required to be set forth on a consolidated balance sheet prepared in accordance with GAAP (or in the notes thereto), except for (i) those Liabilities reflected on the Balance Sheet, (ii) Liabilities incurred in the ordinary course of the Business and consistent with past practice since the Balance Sheet Date or which are included in the Closing Date Working Capital, or (iii) Liabilities specifically contemplated by this Agreement to be incurred in connection with the transactions contemplated hereby. For the avoidance of doubt, this Section 3.6(b) does not address any matters that are addressed by the specific language (as opposed to the topic matter) of the other representations contained elsewhere in this ARTICLE III.
Financial Information; Undisclosed Liabilities. (a) OMS Holdings has provided to OMP a true and complete copy of the unaudited consolidated balance sheet of each DevCo as of December 31, 2020 and December 31, 2019, and the related statements of income for the years ended December 31, 2020 and December 31, 2019 (collectively, the “DevCo Financial Statements”). The DevCo Financial Statements (i) are consistent with the books and records of the applicable DevCo, and (ii) present fairly in all material respects the financial position of the applicable DevCo as of the date thereof. There are no material off balance sheet arrangements of any DevCo, and the DevCo Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented.
(b) Except as disclosed on Schedule 3.5 hereto, there are no liabilities or obligations of any DevCo of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and, to OMS Holdings’ Knowledge, there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) liabilities or obligations reflected or reserved against in the DevCo Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2020 and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not material.
Financial Information; Undisclosed Liabilities. (a) Attached hereto as Schedule 4.14 is a copy of the balance sheet of the Company (the "Company's Balance Sheet") as of June 29, 1996 (the "Balance Sheet Date"). The Company's Balance Sheet, together with the books and records of the business of the Company, present fairly in accordance with GAAP the financial condition of the business of the Company as of the Balance Sheet Date.
(b) The books of account of the Company reflect all items of income and expense and all assets and liabilities of the business of the Company in accordance with GAAP.
(c) The Company has delivered to Buyer a copy of its balance sheets, together with the notes thereto, as of September 30, 1993, 1994 and 1995 and the related statement of operations and retained earnings and of cash flows for the year then ended. Such financial statements, together with the notes thereto, (i) are in accordance with the books and records of the Company, (ii) present fairly the financial condition of the Company as of the date thereof, (iii) present fairly the result of operations of the Company for the periods covered by such statements, (iv) have been prepared in accordance with GAAP by the Accountants and (v) include all adjustments that are necessary for a fair presentation of the financial condition of the Company and the results of the Company's business operations for the periods covered by such statements.
(d) To the knowledge of the Company, there are no material liabilities of the Company of any kind whatsoever, whether or not accrued or fixed, absolute or contingent, determined or determinable, known or unknown, other than liabilities (i) reflected on and adequately provided for in the Company's Balance Sheet attached hereto as Schedule 4.14, or (ii) incurred since the Balance Sheet Date in the ordinary course of the operation of the Company's business and not as a result of any violation of law or regulation, or (iii) disclosed in Schedule 4.14.
(e) Prior to the date hereof, the Company has satisfied in full its obligation to Applied Magnetics Corporation, which obligation was reflected on the Company's Balance Sheet as a liability of $659,230.00 (the "AMC Obligation").
Financial Information; Undisclosed Liabilities. The financial statements of the Transferred Business, including the notes thereto (except, in the case of unaudited quarterly statements, as would be permitted for use on Form 10-Q), which are attached as Schedule 3.01(c) hereto (the "Financial Statements"), have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Transferred Business as of the dates thereof and the consolidated results of operations of the Transferred Business for the periods then ended (subject, in the case of any unaudited statements, to normal year-end audit adjustments). Except as set forth on the Balance Sheet, the Transferred Business has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.
Financial Information; Undisclosed Liabilities. (a) SPLC has provided to SHLX a true and complete copy of the audited financial statements as of December 31, 2017 of Amberjack on a consolidated basis (the “Amberjack Financial Statements”). The Amberjack Financial Statements present fairly in all material respects the financial position of Amberjack as of the date thereof. There are no material off-balance sheet arrangements of Amberjack. The Amberjack Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented (except as may be indicated in the notes thereto).
(b) Except as set forth on Section 3.5(b) of the Disclosure Letter and to SPLC’s Knowledge as to JSM, there are no liabilities or obligations of Amberjack of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) liabilities or obligations reflected or reserved against in the Amberjack Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2017, and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not material.
Financial Information; Undisclosed Liabilities. (a) SPLC has provided to SHLX a true and complete copy of the audited financial statements as of December 31, 2014 of Pecten on a consolidated basis (the “Pecten Financial Statements”). The Pecten Financial Statements present fairly in all material respects the financial position of Pecten as of the date thereof. There are no material off balance sheet arrangements of Pecten. The Pecten Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented.
(b) Except as set forth on Section 3.5(b) of the Disclosure Letter, there are no liabilities or obligations of Pecten of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) liabilities or obligations reflected or reserved against in the Pecten Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2014, and (iii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that are not material.
Financial Information; Undisclosed Liabilities. (a) Attached hereto as Schedule 5.5(a) are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”) for the Business:
(i) the unaudited statement of certain assets and liabilities and income statement of the Business as of and for the year ended December 31, 2017;
(ii) the unaudited statement of certain assets and liabilities and income statement of the Business as of and for the year ended December 31, 2018; and
(iii) the unaudited statement of certain assets and liabilities and income statement of the Business as of and for the three month period ended March 31, 2019 (such unaudited balance sheet, the “Latest Balance Sheet”).
(b) The Financial Statements have been prepared on the basis of internal management accounts of the Business and presents fairly, in all material respects, the assets, liabilities, financial and earnings position of the Business (except for Taxes, the presentation of Excluded Assets and Excluded Liabilities) as of the dates of, and the periods referred to in, such Financial Statements in conformity with GAAP as modified by the Closing Accounting Principles (subject to the absence of footnotes and year-end adjustments) applied on a consistent basis throughout the periods indicated.
(c) The Seller Affiliates have in place systems and processes that (i) provide reasonable assurances regarding the reliability of the Financial Statements and (ii) in a timely manner accumulate and communicate to the principal executive officers and principal financial officers of Seller and its Affiliates the type of information that is required to be disclosed in the Financial Statements. Neither Seller nor, to the Knowledge of Seller, any employee, auditor, accountant or representative of Seller or any of its Affiliates has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the inadequacy of such systems and processes or the accuracy or integrity of the Financial Statements. To the Knowledge of Seller, there have been no instances of Fraud by Seller or any of its Affiliates in connection with the Business, whether or not material, that occurred during any period covered by the Financial Statements.
(d) Except as set forth on Schedule 5.5(d), there is no material Liability of the Business that would be required to be disclosed or reserved against on the liabilities side of a balance sheet in accordance with GAAP ...
Financial Information; Undisclosed Liabilities. (a) The Seller has previously delivered to the Purchaser certain financial data relating to the Business including, without limitation, the June 29 Balance Sheet, the audited balance sheets of the Seller as of December 31, 1995, 1994 and 1993 and the related statements of operations and cash flows for the years or periods then ended (collectively, the "FINANCIAL DATA"). Except as may otherwise be indicated therein or on Schedule 4.5 attached hereto, the Financial Data (i) were prepared in accordance with GAAP, consistently applied, (ii) were compiled from the Books and Records of the Seller regularly maintained by management, (iii) are used by the Seller in the ordinary conduct of the Business, (iv) are true, correct and complete in all material respects, and (v) present fairly the financial information purported to be reflected thereby.
(b) There is no Liability of the Seller that is not specifically recorded in the Financial Data, other than (i) Liabilities incurred in the ordinary course of business since June 29, 1996, none of which, individually or in the aggregate with themselves and with all liabilities of the Seller incurred prior to such date, could have a Seller Material Adverse Effect, (ii) any Liability which (if known) would not be required to be presented in any financial statements or the notes thereto prepared in accordance with GAAP, (iii) Liabilities under the Contracts disclosed in this Agreement or any Schedule hereto, or (iv) Liabilities under or disclosed in this Agreement or any Schedule hereto.
Financial Information; Undisclosed Liabilities. (a) Operations has provided to the Partnership a true and complete copy of the unaudited balance sheet as of December 31, 2013 for the Company (the “Balance Sheet”). The Balance Sheet presents fairly in all material respects the financial position of the Company as of the date thereof. There are no off-balance sheet arrangements that have or are reasonably likely to have a Company Material Adverse Effect. The Balance Sheet has been prepared in accordance with GAAP consistently applied throughout the periods presented, except that the Balance Sheet does not include any notes. Except as required by GAAP, there were no changes in the method of application of the Company’s accounting policies or changes in the method of applying the Company’s use of estimates in the preparation of the Balance Sheet as compared with past practice.
(b) There are no liabilities or obligations of the Company of any nature (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency proceedings, other than (i) liabilities or obligations reflected or reserved against in the Balance Sheet,
