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 Company will cause to be prepared and will furnish to XxXxxx 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 August 31, 1998 and the related unaudited consolidated statements of income and cash flows of the Company and the Subsidiaries for the one-month periods 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 the Subsidiaries, and present fairly the consolidated financial position of the Company and the Subsidiaries and their consolidated results of operations and cash flows as of and for the respective dates and time periods applied on a basis consistent with prior accounting periods, except as noted thereon and subject to normal and recurring year-end adjustments.
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. The Company will cause to be prepared and will furnish to Pubco 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 August 31, 1998 and the related unaudited consolidated statements of income and cash flows of the Company and the Subsidiaries for the one-month periods 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 the Subsidiaries, and present fairly the consolidated financial position of the Company and the Subsidiaries and their consolidated results of operations and cash flows as of and for the respective dates and time periods applied on a basis consistent with prior accounting periods, except as noted thereon and subject to normal and recurring year-end adjustments.
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 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 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 September 30, 2021, and the related unaudited consolidated income statement and statement of cash flows for the nine (9) 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 shall furnish to the Agents, within two business days following the date on which such information is first released to the general public, interim financial statement information related to the Company with respect to each of the first three quarters of any fiscal year and preliminary financial statement information with respect to any fiscal year; and the Company shall cause the Prospectus and the Time of Sale Prospectus to be amended or supplemented to include or incorporate by reference financial information with respect thereto and corresponding information for the comparable period of the preceding fiscal year, as well as such other information and explanations as shall be necessary for an understanding thereof and as shall be required by the Securities Act or the Securities Act Rules and Regulations.
Unaudited Financial Information. The Unaudited Financial Information, (i) is true, accurate and complete in all material respects as to the information presented, (ii) are in accordance with the books and records of the Sellers with respect to the Business, (iii) fairly present in all material respects the information presented therein as of the dates set forth therein, and (iv) was prepared in conformity with GAAP consistently applied throughout the periods covered thereby.
