Reasons for seeking the Waiver Sample Clauses

Reasons for seeking the Waiver. (a) Inability to identify property income and expenses relating to the Properties The Properties are currently held by the Vendors for their own industrial business and operations. Accordingly, the Properties have been held in conjunction and commingled with other assets and income-generating operations belonging to the Vendors which will not be acquired by Saizen REIT. The Manager will not be able to segregate expenses of the Vendors in relation to the Properties from the expenses incurred by the Vendors in connection with their overall business operations as such expenses are not separated in the Vendors’ respective financial accounts. In relation to the property income from the Properties, the Vendors own other assets and income-generating operations which are commingled with the Properties and these include their assets and operations as a dealer of Caterpillar heavy equipment and associated equipment, parts, service support and technology solutions in the mining, construction, forestry, agricultural, materials handling and government sectors. Moreover, there will be no rental income generated by the Properties reflected in the respective financial accounts of the Vendors as all of the Properties are owner-occupied and there are no sub-leases to underlying tenants in respect of any part of the Properties. The Vendors' revenue is wholly made up of revenue from the sales and rental of new and used heavy equipment and equipment management services as well as product support revenue. In order for the reporting auditors of the Enlarged Group (the "Reporting Auditors") to provide a report on the historical proforma financial information as required, the accuracy of the underlying historical financials and operating data needs to be warranted by the Vendors. However in light of the inability to segregate the income and expenses relating to the Properties from the other assets of the Vendors, the Vendors are unable to provide the relevant representations and warranties to the Reporting Auditors and SSAE 3420 "Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus" cannot be complied with, as it requires for pro forma adjustments to be factually supportable. Therefore, historical proforma financial information for the Properties cannot be prepared. Similarly, the historical net profits attributable to the Properties and the proforma financial effects on DPU also cannot be prepared given the inability to se...