Common use of Historical Financial Statements Clause in Contracts

Historical Financial Statements. The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly the consolidated financial position of the entities purported to be shown thereby as of the dates indicated and the results of operations and cash flows of the entities purported to be shown therein for the periods specified. Said historical financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis, except as described therein, throughout the periods specified. The summary historical financial and operating data included under the caption “Prospectus Summary—Summary Historical and Pro Forma Financial Data” in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) and the selected historical financial and operating data set forth under the caption “Selected Historical and Pro Forma Financial Data” included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Partnership (or its predecessor for accounting purposes), including non-GAAP financial measures contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposes, fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so included as required and neither the Partnership Parties nor the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package or the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (Noble Midstream Partners LP), Underwriting Agreement (Noble Midstream Partners LP), Underwriting Agreement (Noble Midstream Partners LP)

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Historical Financial Statements. The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement, the Pricing Disclosure Package Statement and the most recent Preliminary Prospectus (and any amendment or supplement theretoi) comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Securities Act and Act, (ii) present fairly in all material respects the consolidated financial position of the entities purported to be shown thereby as of the dates indicated and the condition, results of operations and cash flows of the entities purported to be shown therein thereby, at the dates and for the periods specified. Said historical financial statements indicated, and (iii) have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis, except as described therein, basis throughout the periods specifiedindicated, except to the extent disclosed therein. The summary historical financial and operating data included in the Registration Statement and most recent Preliminary Prospectus under the caption “Prospectus Summary—Summary Historical and Pro Forma Condensed Consolidated Financial and Operating Data” in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) and the selected historical financial and operating data set forth under the caption “Selected Historical and Pro Forma Condensed Consolidated Financial and Operating Data” included in the Registration Statement, the Pricing Disclosure Package Statement and the most recent Preliminary Prospectus (and any amendment or supplement thereto) is accurately are fairly presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Partnership (or its predecessor for accounting purposes), including non-GAAP financial measures measures, contained in the Registration Statement, the Pricing Disclosure Package Statement and the most recent Preliminary Prospectus has been derived from the accounting records of the Partnership Entities (or their predecessors its predecessor for accounting purposes), and fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so included as required and neither the Partnership Parties nor the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package or the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Green Plains Partners LP), Underwriting Agreement (Green Plains Partners LP)

Historical Financial Statements. The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (present fairly in all material respects the financial condition of the Partnership and any amendment or supplement thereto) its predecessor as of the dates indicated, and comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly the consolidated financial position of the entities purported to be shown thereby as of the dates indicated and the results of operations and cash flows of the entities purported to be shown therein for the periods specified. Said historical financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis, except as described therein, basis throughout the periods specifiedinvolved. The summary historical financial and operating data included under the caption “Prospectus Summary—Summary Historical and Pro Forma Financial Data” information set forth in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus (under the caption “Summary—Summary Historical Financial and any amendment or supplement thereto) Operating Data” and the selected historical financial and operating data information set forth under the caption “Selected Historical and Pro Forma Financial Data” included incorporated by reference in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus (and any amendment or supplement thereto) is accurately fairly presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have it has been derived. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, except any Preliminary Prospectus or the Prospectus that are not so included as described thereinrequired. The other financial information of the Partnership (or and its predecessor for accounting purposes)subsidiaries, including non-GAAP financial measures measures, if any, contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposesEntities, and fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so included as required and neither the Partnership Parties nor the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package or the Prospectusthereby.

Appears in 2 contracts

Samples: Underwriting Agreement (Chesapeake Midstream Partners Lp), Underwriting Agreement (Chesapeake Midstream Partners Lp)

Historical Financial Statements. The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement, the Pricing Disclosure Package most recent Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto) comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Securities Act and present fairly the consolidated financial position of the entities purported to be shown thereby as of the dates indicated and the condition, results of operations and cash flows of the entities purported to be shown therein thereby at the dates and for the periods specified. Said historical financial statements indicated and have been prepared in conformity with accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis, except as described therein, basis throughout the periods specifiedindicated. The summary historical financial and operating data included under the caption “Prospectus Summary—Summary Historical and Pro Forma Financial Data” in the Registration Statement, the Pricing Disclosure Package most recent Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto) and the selected historical financial and operating data set forth under the caption “Selected Historical and Pro Forma Financial Data” included in the Registration Statement, the Pricing Disclosure Package most recent Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto) is accurately are fairly presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Partnership (or its predecessor for accounting purposes)Entities, including non-GAAP financial measures measures, if any, contained in the Registration Statement, the Pricing Disclosure Package most recent Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposes, and fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Pricing Disclosure Package Statement or the most recent Preliminary Prospectus that are not so included as required and neither the Partnership Parties nor the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package or the Prospectusincluded.

Appears in 2 contracts

Samples: Underwriting Agreement (Black Stone Minerals, L.P.), Underwriting Agreement (Black Stone Minerals, L.P.)

Historical Financial Statements. The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (present fairly in all material respects the financial condition of the Partnership or CMO, as applicable, as of the dates indicated, and any amendment or supplement thereto) comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly the consolidated financial position of the entities purported to be shown thereby as of the dates indicated and the results of operations and cash flows of the entities purported to be shown therein for the periods specified. Said historical financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis, except as described therein, basis throughout the periods specifiedinvolved. The summary historical financial and operating data included under the caption “Prospectus Summary—Summary Historical and Pro Forma Financial Data” information set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus (under the caption “Summary—Summary Historical Financial and any amendment or supplement thereto) Operating Data” and the selected historical financial and operating data information set forth under the caption “Selected Historical and Pro Forma Financial Data” included incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) is accurately fairly presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have it has been derived. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, except any Preliminary Prospectus or the Prospectus that are not so included as described thereinrequired. The other financial information of the Partnership (or its predecessor for accounting purposes)Partnership, the General Partner and their subsidiaries and CMO, including non-GAAP financial measures measures, if any, contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposesEntities, and fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so included as required and neither the Partnership Parties nor the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package or the Prospectusthereby.

Appears in 2 contracts

Samples: Underwriting Agreement (Access Midstream Partners Lp), Access Midstream Partners Lp

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Historical Financial Statements. At September 30, 2017, the Partnership would have had, on a consolidated, basis a capitalization as set forth in the Pricing Disclosure Package and the Prospectus. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly the consolidated financial position of the entities purported to be shown thereby as of the dates indicated and the results of operations and cash flows of the entities purported to be shown therein for the periods specified. Said historical financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis, except as described therein, throughout the periods specified. The summary historical financial and operating data included under the caption “Prospectus Summary—Summary Historical and Pro Forma Financial Data” in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) and the selected historical financial and operating data set forth under the caption “Selected Historical and Pro Forma Financial Data” included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Partnership (or its predecessor for accounting purposes), including non-GAAP financial measures contained included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposes, fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so included as required and neither the Partnership Parties nor the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package or the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Noble Midstream Partners LP)

Historical Financial Statements. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) comply as to form in all material respects Prospectus, together with the applicable accounting requirements of the Securities Act related notes and schedules, present fairly the consolidated financial position of the entities purported to be shown thereby Company and the Subsidiaries as of the dates indicated and of the consolidated subsidiaries and financial services business of 7-Eleven, Inc. (the “7-Eleven Financial Service Business”) as of the dates indicated and the consolidated results of operations and operations, cash flows and changes in stockholders’ equity of the entities purported to be shown therein Company and the Subsidiaries for the periods specified. Said historical financial statements specified and of the 7-Eleven Financial Service Business for the periods specified and have been prepared in conformity with U.S. generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis, except as described therein, throughout basis during the periods specified. The summary historical financial and operating data included under the caption “Prospectus Summary—Summary Historical and Pro Forma Financial Data” in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) and the selected historical financial and operating data set forth under the caption “Selected Historical and Pro Forma Financial Data” included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Partnership (or its predecessor for accounting purposes), including non-GAAP financial measures contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposes, fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. There involved; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so included or incorporated by reference as required required; the Company and neither the Partnership Parties nor the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package or and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable. The financial data set forth in the Preliminary Prospectus and the Prospectus under the captions “Summary—Summary Selected Financial Data” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Cardtronics Inc)

Historical Financial Statements. The historical financial statements (including the related notes and supporting schedules) included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (present fairly in all material respects the financial condition of the Partnership, as of the dates indicated, and any amendment or supplement thereto) comply as to form in all material respects with the applicable accounting requirements of the Securities Act and present fairly the consolidated financial position of the entities purported to be shown thereby as of the dates indicated and the results of operations and cash flows of the entities purported to be shown therein for the periods specified. Said historical financial statements have been prepared in conformity accordance with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis, except as described therein, basis throughout the periods specifiedinvolved. The summary historical financial and operating data included under the caption “Prospectus Summary—Summary Historical and Pro Forma Financial Data” information set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus (under the caption “Summary—Summary Historical Financial and any amendment or supplement thereto) Operating Data” and the selected historical financial and operating data information set forth under the caption “Selected Historical and Pro Forma Financial Data” included incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) is accurately fairly presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have it has been derived. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, except any Preliminary Prospectus or the Prospectus that are not so included as described thereinrequired. The other financial information of the Partnership (or its predecessor for accounting purposes)Partnership, the General Partner and their subsidiaries, including non-GAAP financial measures measures, if any, contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposesEntities, and fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so included as required and neither the Partnership Parties nor the Subsidiaries have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Pricing Disclosure Package or the Prospectusthereby.

Appears in 1 contract

Samples: Access Midstream Partners Lp

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