Financial Statements; Internal Controls; Undisclosed Liabilities. (a) To the Contributing Parties’ Knowledge, the Annual Report on Form 10-K for the year ended December 31, 2010 filed by SNG (the “SNG 10-K”) and CIG (the “CIG 10-K”) with the SEC sets forth true and complete copies of the audited balance sheets as of December 31, 2009 and 2010 and audited statements of income, comprehensive income and partners’ equity, and statements of cash flow for the years ended December 31, 2008, 2009 and 2010 for SNG and CIG, as applicable, and the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2011 filed by SNG and CIG with the SEC sets forth the true and complete copies of the unaudited balance sheets as of March 31, 2011 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31, 2010 and 2011 (the “Financial Statements”). Except as set forth on Disclosure Schedule 3.5(a)(i), the Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes in accounting principles disclosed therein) and present fairly the financial condition of SNG and CIG, as of such dates and the results of operations, as applicable, of SNG and CIG, or their accounting predecessors, for such periods.
(b) There are no material liabilities or obligations related to the Subject Interest or, to the Contributing Parties’ Knowledge, any CIG Entity or SNG Entity (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such material liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2010, (iii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practice, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities which, in the aggregate, would not have a Material Adverse Effect. This Section 3.5(b) does not include any matters with respect to Taxes, Environmental Laws or Permits; su...
Financial Statements; Internal Controls; Undisclosed Liabilities. (i) Attached hereto as Exhibit C are the following financial statements (collectively the “Financial Statements”): (i) audited balance sheets and statements of income (loss), comprehensive income (loss) and members’ equity, and statements of cash flow as of and for the fiscal years ended December 31, 2002, 2003 and 2004 for the Company (the “Audited Financial Statements”); and (ii) unaudited balance sheets, statements of earnings and statements of cash flow each of which shall exclude any and all assets, liabilities, income and expense associated with or attributable to the Excluded Subsidiary (the “Unaudited Financial Statements”) as of and for the three months ended March 31, 2005 and as of and for the four months ended April 30, 2005 for the Company. The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods; provided, however, that the Unaudited Financial Statements are subject to normal year-end adjustments and lack certain footnotes otherwise required by GAAP. The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on the financial condition, results of operations, liquidity, capital expenditures or capital resources of the Company.
(ii) The Company has received no written notice from any Governmental Authority concerning noncompliance with, or deficiencies in, the Company’s financial reporting practices. All material transactions have been properly recorded in the accounting records underlying the Financial Statements. There are no significant deficiencies, including material weaknesses, in the design or operation of internal control over the Company’s financial reporting. To the Knowledge of the Company, no member of the Company’s management nor any other employee with a significant role in the Company’s internal controls has committed any act of fraud having a material effect on the Financial Statements.
(iii) The Company has not received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, alleging fraud or suspected fraud affecting the Company.
(iv) All Liabilities that are required by GAAP to be reflected or reserved against in the balance sheet included in Unau...
Financial Statements; Internal Controls; Undisclosed Liabilities. (a) Schedule 3.5(a)(i) contains true, complete and correct copies of (i) the audited annual balance sheets of Xxxx Express Company, L.L.C. at December 31 of 2009 and the related statements of income and cash flows for the year then ended, and the unaudited and unadjusted quarterly balance sheets of Xxxx Express Company, L.L.C. for the quarters ending March 31, June 30, and September 30 of 2009 and the related statements of income and cash flows for the quarters then ended, and (ii) the audited annual balance sheets of SLNG at December 31 of 2009 and 2008 and the related statements of income and cash flows for the years then ended, and the unaudited and unadjusted quarterly balance sheets of SLNG for the quarters ending March 31, June 30 and September 30 of 2009 and the related statements of income and cash flows for the quarters then ended (collectively, the “Financial Statements”). Except as set forth on Schedule 3.5(a)(i), the Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes in accounting principles disclosed therein) and present fairly the financial condition of Xxxx Express Company, L.L.C. and SLNG, as of such dates and the results of operations, as applicable, of Xxxx Express Company, L.L.C. and SLNG or their accounting predecessors, for such periods.
(b) There are no material liabilities or obligations of the Xxxx Entities or SLNG (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would result in any such material liabilities or obligations, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements or described in the footnotes thereto, (ii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2009, (iii) liabilities or obligations arising under executory contracts entered into in the ordinary course of business consistent with past practice, (iv) liabilities not required to be presented by GAAP in unaudited financial statements, (v) liabilities or obligations under this Agreement, (vi) liabilities or obligations disclosed in Disclosure Schedule 3.5(b) and (vii) other liabilities which, in the aggregate, would not have a Material Adverse Effect. This Section 3.5(b) does not include any matters with respect to Taxes, Environmental Laws or...
Financial Statements; Internal Controls; Undisclosed Liabilities. To MIDSTREAM’s Knowledge:
(a) Schedule 4.21 sets forth a true and complete copy of the unaudited consolidated balance sheet as of June 30, 2010, and the unaudited consolidated statement of changes in equity, the unaudited consolidated statement of operations, and unaudited consolidated statement of cash flow for the six months ended June 30, 2010 and 2009; and the unaudited consolidated balance sheet as of December 31, 2009 and 2008, and the audited consolidated statements of changes in equity, the audited consolidated statements of operations, and audited consolidated statements of cash flow for the twelve months ended December 31, 2009, 2008 and 2007 for the business of the JV (the “Annual Financial Statements”). The Annual Financial Statements have been prepared in accordance with the requirements of Regulation S-X adopted by the SEC.
(b) There are no liabilities or obligations of the JV (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, other than (i) liabilities or obligations disclosed, reflected or reserved against in the Annual Financial Statements, and (ii) current liabilities incurred in the Ordinary Course of Business since December 31, 2009.
Financial Statements; Internal Controls; Undisclosed Liabilities. (a) To the Contributing Parties’ Knowledge, the Annual Report on Form 10-K for the year ended December 31, 2011 filed by CIG (the “CIG 10-K”) with the SEC sets forth true and complete copies of the audited balance sheets as of December 31, 2011 and 2010 and audited statements of income, comprehensive income, member’s equity/partners’ capital, and cash flows for the years ended December 31, 2011, 2010 and 2009 for CIG, as applicable, and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 filed by CIG with the SEC sets forth the true and complete copies of the unaudited balance sheet as of March 31, 2012 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31, 2012 and 2011 (the “CIG Financial Statements”). Disclosure Schedule 3.5(a)(i) contains true, complete and correct copies of (i) the audited annual balance sheets of Cheyenne Plains Gas Pipeline Company, L.L.C. at December 31 of 2011 and 2010, and the related statements of income and comprehensive income, member’s equity and cash flows for the years then ended, and the unaudited and unadjusted quarterly balance sheet of Cheyenne Plains Gas Pipeline Company, L.L.C. for the quarter ended March 31, 2012 and the related statements of income and comprehensive income, and cash flows for the quarters ended March 31, 2012 and 2011; and (ii) the unaudited annual balance sheet of Cheyenne Plains Investment as of December 31 of 2011 and 2010, and the related statements of income and comprehensive income, cash flows and member’s equity for the year then ended, and the unaudited and unadjusted quarterly balance sheets of Cheyenne Plains Investment for the quarter ending March 31, 2012 and the related statements of income and comprehensive income and cash flows for the quarters ended March 31, 2012 and 2011 (collectively, the “Cheyenne Financial Statements” and the Cheyenne Financial Statements collectively with the CIG Financial Statements, the “Financial Statements”). Except as set forth on Disclosure Schedule 3.5(a)(i), the Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes in accounting principles disclosed therein) and present fairly the financial condition of Cheyenne Plains Investment and CIG, as of such dates and the results of operations, as applicable, of Cheyenne Plains Investment an...
Financial Statements; Internal Controls; Undisclosed Liabilities. (a) Disclosure Schedule 3.5 sets forth a true and complete copy of the unaudited statements of income (loss), comprehensive income (loss) and members’ equity, and statements of cash flow as of and for the fiscal years ended December 31, 2004, 2005 and 2006 and balance sheets as of December 31, 2005 and 2006 for the Wamsutter Business, including the notes thereto (the “Financial Statements”). The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of the Wamsutter Business as of such dates and the results of operations of the Wamsutter Business for such periods. There are no off-balance sheet arrangements that have or are reasonably likely to have a Wamsutter Material Adverse Effect and that have not been disclosed to the Buyer Parties.
(b) There are no liabilities or obligations of Wamsutter LLC or the Wamsutter Business (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, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements, and (ii) current liabilities incurred in the ordinary course of business since December 31, 2006.
Financial Statements; Internal Controls; Undisclosed Liabilities. (a) Seller Parent has made available to Buyer, and has attached as Section 2.3 of the Seller Disclosure Letter, the Financial Statements. Neither Seller nor Seller Parent maintains separate financial statements for Seller or the Business. The Financial Statements (i) were prepared to carve out and reflect the Purchased Assets, Assumed Liabilities, and future service obligations related to the Business by the Seller Group to Buyer as of the dates of the foregoing balance sheets and for the periods indicated; and (ii) except as provided below, are complete and correct and have been prepared in accordance with the books and records of Seller or relevant books and records of the Seller Parent (as they relate to the Business) and present fairly the pro forma financial condition of the Business and the pro forma results of its operations for the periods indicated (subject to normal year-end adjustments and intercompany eliminations and to intercompany eliminations referenced in footnotes of the Financial Statements); except that, the Financial Statements exclude certain corporate allocations and intercompany transactions. The Financial Statements include accruals in accordance with GAAP; except that, the Financial Statements exclude the following GAAP-required disclosures: notes to the financial statements, certain corporate allocations and intercompany transactions. The Financial Statements also include certain proforma adjustments for assumed expenses, including, but not limited to, IT services, rent, management and other support services.
(b) Seller Parent has devised and maintained systems of internal accounting controls with respect to the Business sufficient to provide reasonable assurances that (i) all transactions are executed in accordance with management’s general or specific authorization, (ii) all transactions are recorded as necessary to permit the preparation of Financial Statements in conformity with GAAP and to maintain proper accountability for items, and (iii) access to the Business property and assets is permitted only in accordance with management’s general or specific authorization.
(c) To Seller’s Knowledge, neither Seller Group Member has any liabilities with respect to the Business, except (i) those which are adequately reflected or reserved against in the Financial Statements as of the Balance Sheet Date, and (ii) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date ...
Financial Statements; Internal Controls; Undisclosed Liabilities. To HOLDINGS’ Knowledge:
(a) Schedule 4.21(a) sets forth a true and complete copy of the unaudited balance sheets as of March 31, 2007 and December 31, 2006 and 2005, and statements of income (loss), comprehensive income (loss) and net equity, and statements of cash flow for the three months ended March 31, 2007, and for the years ended December 31, 2006, 2005 and 2004 for the business of the JV (the “Unaudited Financial Statements”). The Unaudited Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly, in all material respects, the financial condition of the business of the JV, as of such dates and the results of operations of the business of the JV for such periods. There are no undisclosed off-balance sheet arrangements that have or are reasonably likely to have a Material Adverse Effect.
(b) Schedule 4.21(b) sets forth a true and complete copy of all final unaudited balance sheets, statements of income, and statements of cash flow that relate to years 2006 or 2007 that were provided to HOLDINGS or its Affiliates by the managing member of DPS.
(c) There are no liabilities or obligations of the JV (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, other than (i) liabilities or obligations disclosed, reflected or reserved against in the Unaudited Financial Statements, and (ii) current liabilities incurred in the Ordinary Course of Business since December 31, 2006.
Financial Statements; Internal Controls; Undisclosed Liabilities. (a) Disclosure Schedule 3.5 sets forth a true and complete copy of the audited consolidated balance sheets as of December 31, 2005 and 2006, and consolidated statements of income (loss), consolidated statements of members’ capital and consolidated statements of cash flow for the fiscal years ended December 31, 2004, 2005 and 2006 for Discovery, including the notes thereto (the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and present fairly the financial condition of Discovery, as of such dates, and the results of operations of Discovery, for such periods. There are no off-balance sheet arrangements of Discovery that have or are reasonably likely to have a Discovery Material Adverse Effect.
(b) There are no liabilities or obligations of Discovery (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, other than (i) liabilities or obligations reflected or reserved against in the Financial Statements, and (ii) current liabilities incurred in the ordinary course of business since December 31, 2006.
Financial Statements; Internal Controls; Undisclosed Liabilities. (a) The Annual Report on Form 10-K for the year ended December 31, 2008 filed by CIG (the “CIG 10-K”) with the SEC sets forth true and complete copies of the audited balance sheets as of December 31, 2007 and 2008 and audited statements of income, comprehensive income and partners’ equity, and statements of cash flow for the years ended December 31, 2006, 2007 and 2008 for CIG, and each of the Quarterly Reports on Form 10-Q for the quarter ended March 31, 2009 filed by CIG with the SEC sets forth the true and complete copies of the unaudited balance sheets as of March 31, 2009 and the unaudited statements of income, comprehensive income, and statements of cash flow for the quarterly periods ended March 31, 2008 and March 31, 2009 (collectively referred to as the “Financial Statements”). The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for changes in accounting principles disclosed therein) and present fairly the financial condition of CIG, as of such dates and the results of operations, as applicable, of CIG or its accounting predecessor, for such periods.
