Financial Information; Undisclosed Liabilities. (a) Disclosure Schedule 3.5(a) sets forth a true and complete copy of the unaudited balance sheets as of December 31, 2011, 2012 and 2013, and statements of income for the fiscal years ended December 31, 2011, 2012 and 2013 for WECU, after reflecting the adjustments set forth on Disclosure Schedule 3.5(a) (collectively referred to as the “Financial Statements”). The Financial Statements present fairly in all material respects the financial position of WECU as of the dates thereof and the results of operations of WECU for the periods presented. Except as set forth in Disclosure Schedule 3.5(a), there are no off-balance sheet arrangements that have or are reasonably likely to have a Contributed Entity Material Adverse Effect. The Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented, except that the Financial Statements reflect the transactions set forth on Disclosure Schedule 3.5(a) and do not include any notes. Except as required by GAAP, there were no changes in the method of application of WECU’s accounting policies or changes in the method of applying WECU’s use of estimates in the preparation of the Financial Statements as compared with past practice.
Financial Information; Undisclosed Liabilities. The financial statements of the Transferred Business, including the notes thereto (except, in the case of unaudited quarterly statements, as would be permitted for use on Form 10-Q), which are attached as Schedule 3.01(c) hereto (the "Financial Statements"), have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of the Transferred Business as of the dates thereof and the consolidated results of operations of the Transferred Business for the periods then ended (subject, in the case of any unaudited statements, to normal year-end audit adjustments). Except as set forth on the Balance Sheet, the Transferred Business has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.
Financial Information; Undisclosed Liabilities. (a) SEP I has provided the Company with the Historical Financial Information set forth in the Company’s Registration Statement (Registration No. 333-176613), as amended or supplemented through the date hereof (the “Registration Statement”). The Historical Financial Information presents fairly in all material respects the financial position of the Contributed Business as of the dates thereof and for the periods then ended and the results of operations of the Contributed Business for the period covered thereby, subject to normal and recurring adjustments. There are no off-balance sheet arrangements that have or are reasonably likely to have a Contributed Business Material Adverse Effect. The Historical Financial Information has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby. There were no changes in the method of application of SEP I’s accounting policies or changes in the method of applying SEP I’s use of estimates in the preparation of the Historical Financial Information as compared with past practice.
Financial Information; Undisclosed Liabilities. (a) OMS Holdings has provided to OMP a true and complete copy of the unaudited consolidated balance sheet of each DevCo as of December 31, 2020 and December 31, 2019, and the related statements of income for the years ended December 31, 2020 and December 31, 2019 (collectively, the “DevCo Financial Statements”). The DevCo Financial Statements (i) are consistent with the books and records of the applicable DevCo, and (ii) present fairly in all material respects the financial position of the applicable DevCo as of the date thereof. There are no material off balance sheet arrangements of any DevCo, and the DevCo Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented.
Financial Information; Undisclosed Liabilities. (a) Operations has provided to the Partnership a true and complete copy of the unaudited balance sheet as of December 31, 2013 for the Company (the “Balance Sheet”). The Balance Sheet presents fairly in all material respects the financial position of the Company as of the date thereof. There are no off-balance sheet arrangements that have or are reasonably likely to have a Company Material Adverse Effect. The Balance Sheet has been prepared in accordance with GAAP consistently applied throughout the periods presented, except that the Balance Sheet does not include any notes. Except as required by GAAP, there were no changes in the method of application of the Company’s accounting policies or changes in the method of applying the Company’s use of estimates in the preparation of the Balance Sheet as compared with past practice.
Financial Information; Undisclosed Liabilities. (a) The internally prepared balance sheets of the Business as at September 26, 2008 and December 31, 2008 and the related statements of income for the fiscal year then ended (subject to normal year-end adjustments, which are not expected to be material, and the omission of footnotes to the financial statements) (December 31, 2008 being referred to herein as the “Balance Sheet Date”) (the internally prepared balance sheet of the Business at the Balance Sheet Date is hereinafter referred to as the “Balance Sheet”), are included as Schedule 3.6(a) of the Seller Disclosure Letter and were extracted from the accounting records of the Business provided to Seller by Tyco. The Balance Sheet and related statements of income are consistent with the Books and Records and present fairly, in all material respects, the current assets and current Liabilities of the Business as of the Balance Sheet Date and the results of operations of the Business as of and up to such date.
Financial Information; Undisclosed Liabilities. (a) SPLC has provided to SHLX a true and complete copy of the audited financial statements as of December 31, 2014 of Pecten on a consolidated basis (the “Pecten Financial Statements”). The Pecten Financial Statements present fairly in all material respects the financial position of Pecten as of the date thereof. There are no material off balance sheet arrangements of Pecten. The Pecten Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods presented.
Financial Information; Undisclosed Liabilities. (a) The Seller has provided the Purchaser copies of (i) the audited combined financial statements of the Combined Target Companies consisting of a statement of operations and comprehensive income (loss), a statement of changes in equity and a statement of cash flows, each for the years ended December 31, 2015 and 2014, and a balance sheet as of December 31, 2015 and 2014, together with the notes thereto, as reported on by Ernst & Young LLP, Chartered Accountants; and (ii) the unaudited combined financial statements of the Combined Target Companies as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and 2015 consisting of a statement of operations and comprehensive income (loss), a statement of changes in equity, a statement of cash flows, and a balance sheet, together with the notes thereto (collectively, the “Financial Statements”). The Financial Statements present fairly in all material respects the respective financial position and results of operations of the Combined Target Companies as of the dates thereof and for the periods presented. The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with that of prior fiscal periods, without any changes in accounting principles, except as otherwise indicated in such Financial Statements and the notes thereto and subject, in the case of the unaudited combined financial statements, for normal recurring year-end adjustments.
Financial Information; Undisclosed Liabilities. (a) Section 4.16 of the Disclosure Letter contains a statement setting forth specified purchased net assets as of July 31, 2005 (the “Statement of Purchased Net Assets”) and a statement of operating revenues and expenses for the twelve-month period ended October 31, 2004 and the nine-month period ended July 31, 2005 (the “Statement of Operating Revenue and Expenses” and, together with the Statement of Purchased Net Assets, the “Business Financial Statements”). The Business Financial Statements (i) have been prepared in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements, (ii) are derived from the unaudited consolidated financial statements of Angel as provided to Seller for the twelve (12) months and nine (9) months and as of the periods ended October 31, 2004 and July 31, 2005, respectively, and (iii) fairly present in all material respects the Purchased Seller Subsidiaries, Purchased Assets and Assumed Liabilities as of the date of such Business Financial Statements and the results of operations of the Business for the period covered by the Business Financial Statements in accordance with the accounting principles and procedures set forth in the notes to the Business Financial Statements.
Financial Information; Undisclosed Liabilities. (a) Schedule 3.06(a) sets forth (i) the audited combined balance sheet of the Business as at September 26, 2008 (the “Balance Sheet Date”) and the related combined statements of income and cash flows of the Business for the fiscal year then ended, together with the notes thereto and other financial information included therewith (the “Audited Financial Statements”) and (ii) the unaudited combined balance sheet of the Business as of December 26, 2008 and the related combined statement of income of the Business for the fiscal quarter then ended (the “Interim Financial Statements”, and together with the Audited Financial Statements, the “Financial Statements”).
