Special Purpose Financial Statements definition

Special Purpose Financial Statements as defined in Subsection 5.1(a).

Special Purpose Financial Statements means the consolidated ------------------------------------ financial statements of Co-Steel prepared under GAAP, except that the Unrestricted Subsidiaries (excluding the Hungarian Finance Structure Companies and N.J.S.C. Investment Co. Inc.) are not consolidated but are accounted for at Adjusted Cost Base. Purchase accounting related to the Gerdau Acquisition including adjustments to the assets and liabilities of Co-Steel and the Restricted Subsidiaries to reflect fair market values will be excluded. The Gerdau Subgroup will be shown at cost.

Special Purpose Financial Statements means, collectively, (a) the audited special purpose statements of owners' assets, liabilities, and investments in each of the Keystone Station and the Conemaugh Station for each of their respective fiscal years ended December 31, 2004 and 2003, together with the related reports of their independent accountants, KPMG LLP, as furnished by the Keystone - Conemaugh Project Office, (b) the audited balance sheets, statements of operations, statements of members' equity and statements of cash flow of each of Keystone Fuels, LLC and Conemaugh Fuels, LLC for each of their respective fiscal years ended December 31, 2004 and 2003, together with the related reports of their independent accountants, KPMG LLP, as furnished by the Keystone - Conemaugh Project Office, and (c) the unaudited General Ledger for each of the Keystone Station, Conemaugh Station, Keystone Fuels, LLC and Conemaugh Fuels, LLC for each month during the period beginning January 1, 2005 and ending September 30, 2005, as prepared by the Keystone-Conemaugh Project Office.

Examples of Special Purpose Financial Statements in a sentence

• The Committed Lenders shall have received (i) the Special Purpose Financial Statements and (ii) an unaudited pro forma combined balance sheet and a related unaudited pro forma combined statement of operations of JDL and LESCO as of and for the 12-month period ending on July 31, 2013, adjusted to give effect to the Transactions as if the Transactions had occurred as of such date (in the case of the balance sheet) or at the beginning of such period (in the case of such statement of operations).

• There are no subsequent events which have not been disclosed in these Special Purpose Financial Statements.

• Subject to amounts reserved therefor on the 2003 Carve-Out Special Purpose Financial Statements - Northern Operations, the values at which all inventories are carried on the 2003 Carve-Out Special Purpose Financial Statements - Northern Operations will reflect the historical inventory valuation policy of the Seller and the TDI Companies and the TDI Subsidiaries of stating such inventories at the lower of cost (determined on the last-in, first-out method) or market value.

• Prior to the Special Purpose Financial Statements, the OpCo October/December 2013 Financial Statements or the substance of any of the foregoing being disclosed to any successor agent in connection with such appointment, such successor agent shall have executed a D&T Letter.

• There are no material Liabilities of BSC or the Sellers relating to the Business, other than (a) Liabilities reflected or reserved against on the Unaudited Special Purpose Financial Statements, (b) as set forth in Section 3.05 of the Disclosure Schedule and (c) trade payables and accrued expenses incurred since December 31, 2009 in the ordinary course of business consistent with past practice.

• No events or transactions have occurred through such date that requires disclosure, other than those already disclosed, in these Special Purpose Financial Statements.

• The Purchaser shall have received from BSC at least five (5) Business Days prior to the Closing Date, the Audited Special Purpose Financial Statements, which shall be, in all material respects, consistent with the Unaudited Special Purpose Financial Statements provided to the Purchaser by BSC prior to the date hereof.

• The Parent shall have delivered, or caused to be delivered, the Carve-Out Special Purpose Financial Statements - Northern Operations in accordance with Section 4.21.

• Subsequent events have been evaluated through November 20, 2019, the date the Special Purpose Financial Statements were available for issuance.

• Use of estimates — The preparation of these Special Purpose Financial Statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported.

More Definitions of Special Purpose Financial Statements

Special Purpose Financial Statements means the audited special purpose statements of revenues, direct expenses and equity in earnings (losses) of nonconsolidated affiliates of the Acquired Business for the years ended December 31, 2007, 2008 and 2009 referred to in Schedule 1.01(f) of the Acquisition Agreement and delivered to the Administrative Agent prior to the Closing Date.

Special Purpose Financial Statements means the consolidated financial statements of the Company prepared under GAAP, except that the Unrestricted Subsidiaries (excluding the Hungarian Finance Structure Companies and N.J.S.C. Investment Co., Inc.) are not consolidated but are accounted for at Adjusted Cost Base.

Special Purpose Financial Statements has the meaning set forth in Section 4.9.

Special Purpose Financial Statements means the financial statements (including all applicable notes) of Seller required to be filed by Purchaser (including the Q1 Financials and the Stub Period Financial Statements) in satisfaction of the requirements of the Confidential Information indicated by [***] has been omitted from this filing and filed separately with the Securities Exchange Commission. SEC Waiver Letter, Rule 3-05 and Rule 3-06 of Regulation S-X, in each case as applicable, Form 8-K of the Exchange Act and for inclusion in a registration statement on Form S-3; provided, however, that such financial statements shall be no greater in scope than those required by the SEC Waiver Letter.

Special Purpose Financial Statements means – Ffinancial statements prepared in accordance with a special purpose framework. (Ref: Para. A4–A4A)