Financial Statements; Records; Undisclosed Liabilities Sample Clauses
Financial Statements; Records; Undisclosed Liabilities. (a) True and complete copies of the following financial statements have been provided to Buyer on or prior to the date hereof (collectively, the “Financial Statements”): (i) the audited balance sheets of Centrahoma JV (with related statements of income and comprehensive income, changes in capital and cash flows) as of, and for the years ended on, December 31, 2008 and 2009 and (ii) the unaudited balance sheet of Centrahoma JV, together with related statements of income as of, and for the six month period ended on, June 30, 2010. The Financial Statements have been prepared in accordance with GAAP (except as otherwise stated in the footnotes or the audit opinion related thereto and except for, with respect to the June 30, 2010 balance sheet and the related statements of income, normal year-end adjustments and the absence of an audit opinion and footnote disclosure) and present fairly in accordance with GAAP, in all material respects, the financial position and the results of operations of Centrahoma JV as of, and for the periods ended on, such dates.
(b) All respective liabilities of Centrahoma JV that are required by GAAP to be reflected or reserved against in the June 30, 2010 balance sheet included in the Financial Statements have been so reflected or reserved against in the June 30, 2010 balance sheet included in the Financial Statements.
Financial Statements; Records; Undisclosed Liabilities. (a) Schedule 4.5 sets forth true and complete copies of the standalone unaudited pro forma balance sheets of each Saltville Company and the consolidated unaudited pro forma balance sheet of the Saltville Companies with the adjustments set forth on Schedule 4.5, in each case as of the Balance Sheet Date (such sheets being the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, in each case except as otherwise stated in the footnotes and except for normal year-end adjustments and the absence of footnote disclosure, and present fairly in accordance with GAAP, in all material respects, the financial position of the Saltville Companies as of such date.
(b) All liabilities of the Saltville Companies that are required by GAAP to be reflected or reserved against in the Financial Statements have been so reflected or reserved against in the Financial Statements.
Financial Statements; Records; Undisclosed Liabilities. (a) Schedule 5.3(a) sets forth true, accurate, correct and complete copies of (i) the audited balance sheets as of December 31, 2015 and December 31, 2014, and the audited statements of operations, statements of cash flows and statements of member capital (deficit) for the years ended December 31, 2015 and December 31, 2014 of Stingray Energy (as combined with Stingray Cementing), and (ii) the unaudited balance sheet as of December 31, 2016, and the unaudited statement of operations, statement of cash flows and statement of member capital (deficit) for the year ended December 31, 2016 of Stingray Energy (as combined with Stingray Cementing) (collectively, the “Financial Statements”). The Financial Statements (A) are in all material respects in accordance with the books and records of Stingray Energy (as combined with Stingray Cementing), (B) have been prepared in accordance with GAAP, consistently applied, and (C) present fairly, in all material respects, the financial position and the results of operations of Stingray Energy (as combined with Stingray Cementing).
(b) Other than potential obligations associated with supply and service agreements, Stingray Energy does not have any liabilities or obligations (whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) reasonably expected to be in excess of $50,000, other than liabilities or obligations expressly reflected on, or reserved against in, the Financial Statements and those arising after the date of the most recent balance sheet in the ordinary course of business.
(c) The audited financial statements of Stingray Energy (as combined with Stingray Cementing) as of and for the period ending December 31, 2016 will be available after the Effective Date and will be included as a part of Schedule 5.3(a) (the “2016 Audited Financial Statements”). The representations and warranties contained in this Section 5.3 shall be deemed to be made by the Contributors as to the 2016 Audited Financial Statements once such financial statements are delivered to Mammoth and Mammoth Partners LLC.
Financial Statements; Records; Undisclosed Liabilities. (a) Schedule 4.4(a) sets forth true, accurate, correct and complete copies of the balance sheets as of the Balance Sheet Date and December 31, 2015, and the statements of operations, statements of cash flows and statements of member capital (deficit) for the year ended December 31, 2015 and the six-month periods ended the Balance Sheet Date and June 30, 2015 (the “Financial Statements”). The Financial Statements (i) are in all material respects in accordance with the books and records of Xxxxx, (ii) have been prepared in accordance with GAAP, consistently applied, and (iii) present fairly, in all material respects, the financial position and the results of operations of Xxxxx as of the Balance Sheet Date.
(b) Except as disclosed on Schedule 4.4(b), and other than potential obligations associated with sand supply agreements, Xxxxx does not have any liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) reasonably expected to be in excess of $450,000, other than liabilities or obligations expressly reflected on, or reserved against in, the Financial Statements.
Financial Statements; Records; Undisclosed Liabilities. (a) Schedule 4.6 sets forth true and complete copies of the audited balance sheets as of December 31, 2011 and December 31, 2010, and the statements of operations, statements of cash flows and statements of members’ equity for the years ended December 31, 2011 and December 31, 2010 and the related notes thereto of M&NE US (the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP, except as otherwise stated in the footnotes, and present fairly in accordance with GAAP, in all material respects, the financial position of M&NE US as of December 31, 2011 or December 31, 2010, as applicable.
(b) All liabilities of M&NE US as of the Balance Sheet Date that are required by GAAP to be reflected or reserved against in the Financial Statements have been so reflected or reserved against in the Financial Statements.
Financial Statements; Records; Undisclosed Liabilities. (a) Schedule 4.4(a) sets forth true, accurate, correct and complete copies of the balance sheet as of the Balance Sheet Date, and the statements of operations, statements of cash flows and statements of members’ equity for the twelve-month period ended on the Balance Sheet Date (the “Financial Statements”). The Financial Statements (i) are in all material respects in accordance with the books and records of Augusta, (ii) have been prepared in accordance with GAAP (with the exception of the absence of footnotes), consistently applied, and (iii) present fairly, in all material respects, the financial position and the results of operations of Augusta as of the Balance Sheet Date. Proppants hereby expressly authorizes the use of the Financial Statements and other information provided pursuant to this Agreement for purposes of the Debt Financing.
(b) Except as disclosed on Schedule 4.4(b), and other than potential obligations associated with sand supply agreements, Augusta does not have any liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) reasonably expected to be in excess of $500,000, other than liabilities or obligations expressly reflected on, or reserved against in, the Financial Statements.
Financial Statements; Records; Undisclosed Liabilities. (a) The Audited Financial Statements, once delivered, will have been prepared in accordance with GAAP (except as otherwise stated in the footnotes or the audit opinion related thereto) and will present fairly in accordance with GAAP, in all material respects, the financial position and the results of operations of the Business as of, and for the periods ended on, such dates.
(b) All liabilities of the Company that are required by GAAP to be reflected or reserved against in the December 31, 2009 balance sheet included in the Audited Financial Statements will be reflected or reserved against in the December 31, 2009 balance sheet included in the Audited Financial Statements. Except as set forth on Schedule 4.4(b), as of the Closing, neither the Company nor the Joint Venture shall have any Indebtedness for Borrowed Money, other than Indebtedness for Borrowed Money incurred by Buyer.
Financial Statements; Records; Undisclosed Liabilities. (a) Schedule 4.5(a) sets forth true, accurate, correct and complete copies of the balance sheet as of the Balance Sheet Date, and the statements of operations, statements of cash flows and statements of members’ equity since inception of Augusta (the “Financial Statements”). The Financial Statements (i) are in all material respects in accordance with the books and records of Augusta, (ii) have been prepared in accordance with GAAP (with the exception of the absence of footnotes), consistently applied, and (iii) present fairly, in all material respects, the financial position and the results of operations of Augusta as of the Balance Sheet Date.
(b) Except as disclosed on Schedule 4.5(b), and other than potential obligations associated with sand supply agreements, Augusta does not have any liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) reasonably expected to be in excess of $500,000, other than liabilities or obligations expressly reflected on, or reserved against in, the Financial Statements.
(c) Except for liabilities arising in connection with Augusta’s responsibility as a Guarantor (as such term is defined in the Proppants Credit Agreement) under the Proppants Credit Agreement, the only Indebtedness between Augusta and Proppants and its affiliates (other than the Partnership and its subsidiaries) is that certain intercompany liability between Proppants and Augusta set forth in the Financial Statements (the “Proppants Note”).
Financial Statements; Records; Undisclosed Liabilities. (a) Schedule 4.4(a) sets forth true, accurate, correct and complete copies of the balance sheets of Whitehall as of the Balance Sheet Date and December 31, 2016 and December 31, 2015, and the statements of operations, statements of cash flows and statements of member capital (deficit) for the year ended December 31, 2016, December 31, 2015 and December 31, 2014 (the “Financial Statements”). The Financial Statements (i) are in all material respects in accordance with the books and records of Whitehall, (ii) have been prepared in accordance with GAAP, consistently applied, and (iii) present fairly, in all material respects, the financial position and the results of operations of Whitehall as of the Balance Sheet Date.
(b) Except as disclosed on Schedule 4.4(b), and other than potential obligations associated with sand supply agreements, none of the Contributed Entities have any liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) reasonably expected to be in excess of $450,000, other than liabilities or obligations expressly reflected on, or reserved against in, the Financial Statements.
Financial Statements; Records; Undisclosed Liabilities. (a) Schedule 5.4(a) sets forth true, accurate, correct and complete copies of (i) the audited balance sheets as of December 31, 2015 and December 31, 2014, and the audited statements of operations, statements of cash flows and statements of member capital (deficit) for the years ended December 31, 2015 and December 31, 2014 of Xxxxxxxx, and (ii) the unaudited balance sheet as of December 31, 2016, and the unaudited statement of operations, statement of cash flows and statement of member capital (deficit) for the year ended December 31, 2016 of Xxxxxxxx (collectively, the “Financial Statements”). The Financial Statements (A) are in all material respects in accordance with the books and records of Xxxxxxxx, (B) have been prepared in accordance with GAAP, consistently applied, and (C) present fairly, in all material respects, the financial position and the results of operations of Xxxxxxxx.
(b) Other than potential obligations associated with sand supply agreements, Xxxxxxxx does not have any liabilities or obligations (whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) reasonably expected to be in excess of $250,000, other than liabilities or obligations expressly reflected on, or reserved against in, the Financial Statements and those arising after the date of the most recent balance sheet in the ordinary course of business.
(c) The audited financial statements of Xxxxxxxx as of and for the period ending December 31, 2016 will be available after the Effective Date and will be included as a part of Schedule 5.4(a) (the “2016 Audited Financial Statements”). The representations and warranties contained in this Section 5.4 shall be deemed to be made by the Contributors as to the 2016 Audited Financial Statements once such financial statements are delivered to Mammoth and Mammoth Partners LLC.