Financial Statements and Condition. Prior to the execution of this Agreement, true and complete copies of the following financial statements of the Acquired Companies (collectively, and, as of the Closing Date, together with each of the financial statements of the Acquired Companies that have been delivered to Purchaser that are described in paragraph 3 of Exhibit C of the Debt Commitment Letter, the “Financial Statements”) have been made available to Purchaser: (a) the audited balance sheets of the Company, NHGC, New Athens and MPP and the related audited statements of operations, changes in member’s equity and cash flows for the years ending December 31, 2012 and 2013; (b) the (i) audited consolidated balance sheet of New MACH Gen and its subsidiaries and the related audited statement of operations, changes in member’s equity and cash flows and (ii) unaudited balance sheet of New MACH Gen and each of its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows for each Acquired Company, in the case of each of clauses (i) and (ii), for the period beginning May 1, 2014 and ending December 31, 2014; and (c) the (i) unaudited consolidated balance sheet of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows and (ii) unaudited balance sheet of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows for each Acquired Company, in the case of each of clauses (i) and (ii), for the period beginning January 1, 2015 and ending March 31, 2015. Except as set forth in the notes thereto, all Financial Statements were prepared in accordance with GAAP using the same accounting principles, policies and methods as have historically been used in connection with the calculation of the items reflected thereon and fairly present in all material respects the financial condition and results of operations of the applicable Acquired Company and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject to, in the case of the unaudited Financial Statements, normally recurring year-end audit adjustments and the absence of footnotes thereto.
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Samples: Purchase and Sale Agreement (Talen Energy Supply, LLC)
Financial Statements and Condition. (a) Prior to the execution of this Agreement, VOLT has delivered to TRIPLE-I true and complete copies of the following financial statements of the Acquired Companies (collectivelyAUTOLOGIC, and, as of the Closing Date, together with each of the financial statements of the Acquired Companies that have been delivered to Purchaser that are described in paragraph 3 of Exhibit C of the Debt Commitment Letter, the “Financial Statements”) have been made available to Purchaser:
(a) the audited balance sheets of the Company, NHGC, New Athens and MPP AIL and the related audited statements of operations, changes in member’s equity and cash flows for the years ending December 31, 2012 and 2013;VOLT
(b) the (i) audited consolidated and combined balance sheet of New MACH Gen sheets for the annual periods ended October 28, 1994, and its subsidiaries and October 29, 1993, accompanied by the related audited statement of operations, changes in member’s equity and cash flows and unqualified independent accountants' audit report; (ii) unaudited balance sheet audited consolidated and combined statements of New MACH Gen operations and each statements of its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows for each Acquired Companyof the annual periods ended October 28, in 1994, October 29, 1993, and October 30, 1992, accompanied by the case of each of clauses unqualified independent accountants' report ((i) and (ii) together are hereinafter referred to as the VOLT Annual Financial Statements), for the period beginning May 1, 2014 ; and ending December 31, 2014; and
(c) the (iiii) unaudited interim consolidated and combined balance sheet sheets, statements of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows and (ii) unaudited balance sheet of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity operations and cash flows for each Acquired Companythe nine months ended July 28, in 1995 (accompanied by the case of each of clauses unqualified independent accountants' review report and conformed to year end presentations) (i(iii) and is hereinafter referred to as the "VOLT Interim Financial Statements"and July 28, 1995 is hereafter referred to as the "VOLT Interim Financial Statement Date"). (iiThe "VOLT Interim Financial Statements", together with the VOLT Annual Financial Statements, are hereinafter referred to as the "VOLT Financial Statements"), for . All the period beginning January 1, 2015 and ending March 31, 2015. Except as set forth in the notes thereto, all VOLT Financial Statements were prepared from the Books and Records of AUTOLOGIC, AIL and the VOLT SUBSIDIARIES in accordance with GAAP using the same accounting principles, policies and methods as have historically been used in connection with the calculation of the items reflected thereon and fairly present in all material respects the combined financial condition and results of operations of AUTOLOGIC, AIL and the applicable Acquired Company and its subsidiaries VOLT SUBSIDIARIES as of the respective dates thereof and for the respective periods covered thereby.
(b) Except for the execution and delivery of this Agreement, subject tothe transactions to take place pursuant hereto on or prior to the Closing Date, and the transactions listed on Schedule 3.14 hereto, since October 28, 1994: (i) there has not been any material adverse change in the case Condition of the unaudited Financial StatementsBusiness, normally recurring year-end audit adjustments and other than those occurring as a result of general economic or financial conditions or other developments which are not unique to the absence Business but also affect other Persons who participate or are engaged in lines of footnotes thereto.business similar to the
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Financial Statements and Condition. (a) Prior to the execution of this Agreement, TRIPLE-I has delivered to VOLT true and complete copies of the following consolidated financial statements of the Acquired Companies (collectively, and, as of the Closing Date, together with each of the financial statements of the Acquired Companies that have been delivered to Purchaser that are described in paragraph 3 of Exhibit C of the Debt Commitment Letter, the “Financial Statements”) have been made available to Purchaser:
(a) the audited balance sheets of the Company, NHGC, New Athens and MPP TRIPLE-I and the related audited statements of operations, changes in member’s equity and cash flows for the years ending December 31, 2012 and 2013;
(b) the TRIPLE-I SUBSIDIARIES: (i) audited consolidated balance sheet of New MACH Gen sheets for the annual periods ended December 31, 1994, December 31, 1993 (8 months) and its subsidiaries and April 30, 1993 (accompanied by the related audited statement of operations, changes in member’s equity and cash flows and unqualified independent accountants' audit reports); (ii) unaudited balance sheet audited consolidated statements of New MACH Gen and each of its subsidiaries and the related unaudited statement of operations, changes in member’s equity operations and cash flows flow for each Acquired Companythe annual periods ended December 31, in 1994, December 31, 1993 (8 months), April 30, 1993 and April 30, 1992 (accompanied by the case of each of clauses unqualified independent accountants' audit reports) ((i) and (ii) together are hereinafter referred to as the "TRIPLE-I Annual Financial Statements"), for the period beginning May 1, 2014 and ending December 31, 2014; and
(c) the (iiii) unaudited interim condensed consolidated balance sheet sheets and statements of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows and (ii) unaudited balance sheet of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity operations and cash flows for each Acquired Companythe six month period ended June 30, in 1995 (accompanied by an unqualified independent accountants' review report) ((iii) is hereinafter referred to as the case of each of clauses (i) "TRIPLE-I Interim Financial Statements" and, together with the TRIPLE-I Annual Financial Statements are hereinafter referred to as the "TRIPLE-I Financial Statements; and (iiJune 30, 1995, is hereinafter referred to as the "TRIPLE-I Interim Financial Statement Date"), for . All the period beginning January 1, 2015 and ending March 31, 2015. Except as set forth in the notes thereto, all TRIPLE-I Financial Statements were prepared from the Books and Records of TRIPLE-I in accordance with GAAP using the same accounting principles, policies and methods as have historically been used in connection with the calculation of the items reflected thereon and fairly present in all material respects the consolidated financial condition and results of operations of TRIPLE-I and the applicable Acquired Company and its subsidiaries TRIPLE-I SUBSIDIARIES as of the respective dates thereof and for the respective periods covered thereby.
(b) Except for the execution and delivery of this Agreement, subject to, in the case of transactions to take place pursuant hereto on or prior to the unaudited Financial Statements, normally recurring year-end audit adjustments Closing Date and the absence of footnotes thereto.transactions listed on Schedule
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Financial Statements and Condition. (a) Prior to the execution of this Agreement, the Shareholders have caused the Company to deliver to Atmos true and complete copies of the following financial statements of the Acquired Companies following: (collectively, and, as of the Closing Date, together with each of the financial statements of the Acquired Companies that have been delivered to Purchaser that are described in paragraph 3 of Exhibit C of the Debt Commitment Letter, the “Financial Statements”) have been made available to Purchaser:
(ai) the audited balance sheets of the CompanyCompany and its consolidated subsidiaries as of September 30, NHGC1998, New Athens 1999 and MPP 2000, and the related audited consolidated statements of operations, changes in member’s shareholders' equity and cash flows for each of the fiscal years then ended, including the notes thereto and together with a true and correct copy of the report on such audited information by Deloitte & Touche LLP, and all letters from such accountants with respect to the results of such audits; and (ii) the unaudited balance sheet of the Company and its consolidated subsidiaries as of June 30, 2001 (the "June 30, 2001 Balance Sheet"), and the related unaudited consolidated statements of operations, shareholders' equity and cash flows for the years ending December 31nine-month period then ended, 2012 and 2013;
(b) including the (i) audited consolidated balance sheet notes thereto, copies of New MACH Gen and its subsidiaries and the related audited statement of operations, changes in member’s equity and cash flows and (ii) unaudited balance sheet of New MACH Gen and each of its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows for each Acquired Company, which are also included in the case of each of clauses (i) and (ii), for the period beginning May 1, 2014 and ending December 31, 2014; and
(c) the (i) unaudited consolidated balance sheet of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows and (ii) unaudited balance sheet of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows for each Acquired Company, in the case of each of clauses (i) and (ii), for the period beginning January 1, 2015 and ending March 31, 2015Disclosure Schedule. Except as set forth in the notes theretothereto and as disclosed in the Disclosure Schedule, all such Financial Statements were prepared in accordance with GAAP using the same accounting principles, policies and methods as have historically been used in connection with the calculation of the items reflected thereon and fairly present in all material respects the consolidated financial condition and condition, results of operations operations, changes in shareholders' equity and cash flows of the applicable Acquired Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject tosubject, in the case of the unaudited interim Financial Statements, normally to normal recurring year-end audit adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of footnotes theretonotes (that, if presented, would not differ materially from those included in the latest audited Financial Statements). Except for those Subsidiaries listed in the Disclosure Schedule, the financial condition and results of operations of each Subsidiary are, and for all periods referred to in this Section 4.09 have been, consolidated with those of the Company.
(b) Except as set forth in the Disclosure Schedule, the Company and the Subsidiaries have no material Liabilities other than (i) the liabilities reflected in the June 30, 2001 Balance Sheet, (ii) liabilities incurred since the date thereof in the ordinary course of business consistent with past practices (none of which is materially adverse), and (iii) liabilities specifically delineated as to nature and amount in the Disclosure Schedule.
(c) Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date and as disclosed in the Disclosure Schedule, since September 30, 2000, (i) the business of the Company and the Subsidiaries has been operated in all material respects in the ordinary course consistent with past practice, (ii) there has not been any material adverse change in the Business or Condition of the Company, other than those occurring as a result of general economic or financial conditions affecting the United States as a whole or the region in which the Company and the Subsidiaries conduct their business or other developments which are not unique to the Company and the Subsidiaries but also affect other Persons who participate or are engaged in the lines of business in which the Company and the Subsidiaries participate or are engaged and (iii) the Company and the Subsidiaries have used their commercially reasonable efforts to preserve their business and goodwill, including the goodwill of their customers, employees, subcontractors, suppliers, insurers, regulators and other Persons having business relations with them, and maintained their assets and property in at least as good an order and condition as existed on such date, reasonable wear and tear excepted, which is sufficient to continue to conduct their business as heretofore conducted.
(d) Except as disclosed in the Disclosure Schedule, since September 30, 2000, there has not been, occurred or arisen, whether or not in the ordinary course of business:
(i) any change in or event affecting the Company or any of the Subsidiaries that has had or is reasonably expected to have a material adverse effect on the Business or Condition of the Company other than those occurring as a result of general economic or financial conditions affecting the United States as a whole or the region in which the Company and the Subsidiaries conduct their business or other developments which are not unique to the Company and the Subsidiaries but also affect other Persons who participate or are engaged in the lines of business in which the Company and the Subsidiaries participate or are engaged;
(ii) any casualty, loss, damage or destruction (whether or not covered by insurance) of any of the Assets and Properties of the Company or any of the Subsidiaries that has involved or may involve a material loss to any of the Company and the Subsidiaries in excess of all applicable insurance coverage (excepting deductible amounts);
(iii) any amendment of the Company's Articles of Incorporation or Bylaws or any charter or bylaws of the Subsidiaries;
(iv) any transaction between the Company or any Subsidiary and any of the Shareholders;
(v) any declaration or payment of any dividend or distribution with respect to capital stock of the Company or any Subsidiary (whether in cash or in kind), other than dividends to the Company, or redemption, purchase or other acquisition of any of its capital stock;
(vi) any capital expenditure (or series of related capital expenditures) by the Company or any Subsidiary outside the ordinary course of business or inconsistent with past practice;
(vii) any increase in the bonus, salaries or other compensation or benefits of any of the directors, officers, employees, agents or consultants of the Company or any Subsidiary outside the ordinary course of business or inconsistent with past practice or any other change in the employment terms (including severance provisions) for any of its officers or employees outside the ordinary course of business or inconsistent with past practice;
(viii) any delay or postponement by the Company or any Subsidiary of the payment of any accounts payable or other liabilities in a manner inconsistent with the ordinary course of business or past practice;
(ix) any assumption, creation, guarantee or incurrence by the Company or any Subsidiary of any Indebtedness, whether absolute or contingent (other than for working capital in the ordinary course of business consistent with past practice);
(x) any settlement of any lawsuit by the Company or any Subsidiary, other than settlements that have an immaterial effect upon them;
(xi) any adverse change, in any material respect, in the Company's rate base, its rate agreement with the MPSC (including its allowed rate of return, purchased gas adjustments or weather normalization adjustments), or in rate adjustments;
(xii) any adverse change in the customer satisfaction surveys or comparison of rates versus other Southeastern United States gas companies that might affect the Company's performance adjustment in any material respect; or
(xiii) any other action by the Company or any Subsidiary which, if taken after the date hereof, would violate Section 6.07.
Appears in 1 contract
Samples: Merger Agreement (Atmos Energy Corp)
Financial Statements and Condition. (a) Prior to the execution of this Agreement, Group has delivered to Purchaser true and complete copies of the following financial statements unaudited consolidated balance sheet of Group and the Acquired Companies (collectively, and, Subsidiaries as of the Closing DateOctober 3, together with each of the financial statements of the Acquired Companies that have been delivered to Purchaser that are described in paragraph 3 of Exhibit C of the Debt Commitment Letter, the “Financial Statements”) have been made available to Purchaser:
(a) 1998 and the audited consolidated balance sheets of Group and the CompanySubsidiaries as of January 4, NHGC1997 and January 3, New Athens and MPP 1998, and the related audited unaudited consolidated statements of operations, changes in member’s stockholders' equity and cash flows for the years ending December 31nine months ended October 3, 2012 1998 and 2013;
(b) the (i) audited consolidated balance sheet of New MACH Gen and its subsidiaries and the related audited statement statements of operations, changes in member’s equity and cash flows and (ii) unaudited balance sheet of New MACH Gen and each of its subsidiaries and the related unaudited statement of operations, changes in member’s stockholders' equity and cash flows for each Acquired Companythe fiscal years ended January 4, in the case 1997 and January 3, 1998, together with a true and correct copy of each of clauses (i) and (ii), for the period beginning May 1, 2014 and ending December 31, 2014; and
(c) the (i) unaudited consolidated balance sheet of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows and (ii) unaudited balance sheet of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows for each Acquired Company, in the case of each of clauses (i) and (ii), for the period beginning January 1, 2015 and ending March 31, 2015report on such audited information by KPMG Peat Marwick. Except as set forth in the notes thereto, all Financial Statements such financial statements were prepared in accordance with GAAP using the same accounting principles, policies and methods as have historically been used in connection with the calculation of the items reflected thereon and fairly present in all material respects the consolidated financial condition and results of operations of Group and the applicable Acquired Company and its subsidiaries Subsidiaries as of the respective dates thereof and for the respective periods covered thereby, except that the unaudited financial statements do not contain footnotes and are subject toto normal year end adjustments.
(b) Except for the execution and delivery of this Agreement and the transactions to take place pursuant hereto on or prior to the Closing Date, since January 3, 1998 (i) there has been no Material Adverse Effect on Sellers and no event has occurred which is reasonably expected to result in a Material Adverse Effect on Sellers (ii) the Business has been conducted only in the case Ordinary Course of Business; (iii) Sellers have not sustained or incurred any loss or damage with respect to the Business (whether or not insured against) on account of fire, flood, accident or other calamity which has interfered with or affected, or may interfere with or affect, the operation of the unaudited Financial StatementsBusiness; (iv) there has been no material adverse change in Sellers' relations with any Governmental or Regulatory Authorities or their employees, normally recurring year-end audit adjustments creditors, advertisers, suppliers, distributors, customers or others having business relationships with Sellers; (v) except for equipment, inventory, and supplies purchased, sold or otherwise disposed of in the absence Ordinary Course of footnotes thereto.Business (including the opening or renovation of retail stores, carts or kiosks), Sellers have not purchased, sold, leased, mortgaged, pledged or otherwise acquired or disposed of any properties or assets;
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Archibald Candy Corp)
Financial Statements and Condition. Prior to the execution of this Agreement, true and complete copies of the following financial statements of the Acquired Companies (collectively, and, as of the Closing Date, together with each of the financial statements of the Acquired Companies that have been Seller has delivered to Purchaser that are described in paragraph 3 of Exhibit C of the Debt Commitment Letter, the “Financial Statements”) have been made available to PurchaserBuyer:
(a) the audited balance sheets of Seller as at December 31 in each of the Companyyears 1994 and 1995, NHGC, New Athens and MPP and the related audited statements of operationsincome and retained earnings, changes in member’s equity and cash flows for each of the years ending December 31then ended, 2012 including, without limitation, the notes thereto, together with the report thereon of W&M (the "1994 and 20131995 Financial Statements");
(b) the (i) an audited consolidated balance sheet of New MACH Gen and its subsidiaries Seller as at December 31, 1996 (including the notes thereto, the "Balance Sheet"), and the related audited statement statements of operationsincome and retained earnings, changes in member’s equity and cash flows and (ii) unaudited balance sheet of New MACH Gen and each of its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows for each Acquired Company, in the case of each of clauses (i) and (ii), flows. for the period beginning May 1year then ended, 2014 and ending December 31including, 2014without limitation, the notes thereto, together with the report thereon of W&M (the "1996 Financial Statements"); and
(c) the (i) an unaudited consolidated balance sheet of New MACH Gen and its subsidiaries Seller at May 31, 1997 (the "Interim Balance Sheet") and the related unaudited statement statements of operations, changes in member’s equity income and cash flows and (ii) unaudited balance sheet of New MACH Gen and its subsidiaries and the related unaudited statement of operations, changes in member’s equity and cash flows for each Acquired Company, in the case of each of clauses (i) and (ii), retained earnings for the period beginning January 1five months then ended (the "Interim Financial Statements"). Each of the financial statements described in this Section, 2015 and ending March 31, 2015. Except as set forth in the notes thereto, fairly present the financial condition, the results of operations, and the cash flows of Seller as at the respective dates of and for the periods referred to in such financial statements, all Financial Statements were prepared in accordance with GAAP using the same accounting principlesGAAP, policies and methods as have historically been used in connection with the calculation of the items reflected thereon and fairly present in all material respects the financial condition and results of operations of the applicable Acquired Company and its subsidiaries as of the respective dates thereof and for the respective periods covered thereby, subject tosubject, in the case of the unaudited Interim Financial Statements, normally to normal recurring year-end audit adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes theretonotes (that, if presented, would not differ materially from those included in the Balance Sheet). The financial statements referred to in this Section 5.7 reflect the consistent application of GAAP throughout the periods involved, except as disclosed in the notes to such financial statements. No financial statements of any entity other than Seller are required by GAAP to be included in the financial statements of Seller. Seller has Acquired Net Assets of not less than Thirteen Million Seven Hundred Twenty-Six Thousand Dollars ($13,726,000.00), taking into account, for such purposes, reserves against Accounts Receivable of Six Hundred Thousand Dollars ($600,000.00).
Appears in 1 contract
