Unaudited Financial Information Clause Samples

Unaudited Financial Information. Within five (5) Business Days after the execution of this Agreement, Seller will provide Buyer with unaudited statements of revenue and direct operating expenses, including production volumes, of the Assets for the three month periods ended September 30, 2003, December 31, 2003, March 31, 2004, June 30, 2004, September 30, 2004, December 31, 2004, March 31, 2005, June 30, 2005, September 30, 2005, December 31, 2005, March 31, 2006, June 30, 2006, September 30, 2006, December 31, 2006, and March 31, 2007. Within ninety (90) days after the Closing, Seller will provide Buyer with unaudited statements of revenue and direct operating expenses, including production volumes, of the Assets for the period April 1, 2007, to the Closing Date.

Unaudited Financial Information. The unaudited consolidated financial statements of the Target, consisting of the consolidated balance sheet of the Target as of March 31, 2022, and the related unaudited consolidated income statement and statement of cash flows for the three months then ended, delivered to the Purchasers on or prior to the date hereof and attached hereto as Schedule 3.3(e)(ii) (collectively, the “Unaudited Target Financials”), fairly present in all material respects the financial position of the Target, at the respective dates thereof, subject to adjustments which are not expected to have a Target Material Adverse Effect.

Unaudited Financial Information. As of and for the year ended December 31, 2009: (i) the total consolidated revenue of the Company is not less than $145,000,000; (ii) the total consolidated EBITDA of the Company is not less than $25,000,000; (iii) the cash and cash equivalents of the Company equal $52,927,000; and (iv) and total indebtedness for borrowed money of the Company equals $7,000,000 (collectively, the “Unaudited Line Items”). Each of the Unaudited Line Items is subject to normal year-end closing and audit adjustments which shall not in any case result in (x) the cash and cash equivalents of the Company decreasing by more than five percent (5%) in the case of clause (iii), (y) the total indebtedness for borrowed money of the Company increasing by more than five percent (5%) in the case of clause (iv) or (z) the total consolidated revenue of the Company or the total consolidated EBITDA of the Company decreasing by more than ten percent (10%) in the case of clauses (i) and (ii), respectively.

Unaudited Financial Information. As of December 31, 2007: (i) the total consolidated revenue of the Company is not less than $110,000,000; (ii) the total consolidated EBITDA of the Company is not less than $20,000,000; (iii) the cash and cash equivalents of the Company equal $26,500,000; and (iv) and total indebtedness for borrowed money of the Company equals $6,900,000 (collectively, the “Unaudited Line Items”). Each of the Unaudited Line Items is subject to normal year-end closing and audit adjustments.

Unaudited Financial Information. The historical financial information of the Target, including (i) unaudited consolidated financial statements of the Target (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target as of December 31, 2019 and December 31, 2020, and the related consolidated unaudited income statements, changes in stockholder or member equity and statements of cash flows for the fiscal years then ended, and (ii) the unaudited consolidated financial statements of the Target, consisting of the consolidated balance sheet of the Target as of June 30, 2022, and the related unaudited consolidated income statement and statement of cash flows for the six (6) months then ended, delivered to the Purchasers on or prior to the date hereof and attached hereto as Schedule 3.3(e)(ii) (collectively, the “Unaudited Target Financials”), fairly present in all material respects the financial position of the Target and its Target Subsidiaries, on a consolidated basis, at the respective dates thereof, subject to adjustments which are not expected to have a Target Material Adverse Effect on the Target and its Target Subsidiaries, taken as a whole. The forecasts and projections, if any, previously delivered to the Purchasers by the Target and attached hereto as Schedule 3.3(e)(ii) have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances.

Unaudited Financial Information. The Company will cause to be prepared and will furnish to Acquiror as promptly as possible an unaudited consolidated balance sheet of the Company and the Subsidiaries as of the last day of each month ending after September 30, 1998 (the "UNAUDITED BALANCE SHEETS") and the related unaudited consolidated statements of income of the Company and the Subsidiaries for the one-month periods then ended (together with the -62- Unaudited Balance Sheets, the "UNAUDITED FINANCIAL STATEMENTS"). The Company will ensure that such Unaudited Financial Statements are complete and correct in all material respects, have been prepared in accordance with the books and records of the Company and the Subsidiaries, and present fairly the consolidated financial position of the Company and the Subsidiaries and their consolidated results of operations as of and for the respective dates and time periods in accordance with accounting principles applied on a basis consistent with prior accounting periods, except as noted thereon and subject to normal and recurring year-end adjustments which are not expected to be material in amount.

Unaudited Financial Information. The historical financial information set forth on Schedule 4.19 with respect to the Contracts listed thereon was prepared in good faith from the Seller’s accounting records on a basis consistent with its past practices and is complete and correct in all material respects.

Unaudited Financial Information. The draft unaudited consolidated financial statements of the Target (including, in each case, any related notes thereto), consisting of the draft unaudited consolidated balance sheet the related draft unaudited consolidated income statements and statements of cash flows of the Target Companies as of and for the six (6) month periods ending June 30, 2022 and June 30, 2021, delivered to the Purchasers on or prior to the date hereof and attached hereto as Schedule 3.3(e)(ii) (collectively, the “Draft Unaudited Target Financials”), fairly present in all material respects the financial position of the Target, at the respective dates thereof, except for the absence of footnote disclosures and other presentation items required for GAAP and for year-end adjustments that will not have a Target Material Adverse Effect.

Unaudited Financial Information. The Company will cause to be prepared and will furnish to Acquiror as promptly as possible an unaudited balance sheet of the Company as of the last day of each month ending after December 31, 1998 and the related unaudited statements of income of the Company for the one-month period then ended. The Company will ensure that such unaudited statements are complete and correct in all material respects, have been prepared in accordance with the books and records of the Company, and present fairly the consolidated financial position of the Company and its results of operations and cash flows as of and for the respective dates and time periods in accordance with generally accepted accounting principles applied on a basis consistent with prior accounting periods, except as noted thereon and subject to the absence of footnotes and a statement of cash flows and normal and recurring year-end adjustments which are not expected to be material in amount.