Business Financial Information. HDS has not conducted any business ------------------------------- since the date of its inception, except in connection with this Agreement, the Other Agreements and the contemplated IPO of HDS Stock. HDS was formed in 1998, and has historical financial statements only for the partial years ended December 31, 1998. Attached hereto as Schedule 6.7 are HDS' financial statements for such partial year. Such HDS financial statements have been prepared in accordance with generally accepted accounting principles and present fairly the financial position of HDS as of the dates indicated thereon, and such financial statements present fairly the results of HDS' operations for the periods indicated thereon. HDS has no material liabilities, accrued, contingent or threatened, other than those incurred in connection with this Agreement, the Other Agreements and the agreements contemplated thereby, the agreements to be filed as exhibits to the Registration Statement, and the contemplated IPO of HDS Stock.
Business Financial Information. The following information pertaining to the undersigned as a corporation, partnership, or other legal entity is being provided here in lieu of furnishing a financial statement.
Business Financial Information. The Company has heretofore furnished to American copies of the financial statements of the Company listed in the Disclosure Schedule (the "Financial Statements"). The Financial Statements have been prepared in accordance with CAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted in the Disclosure Schedule, are true, complete and correct in all material respects, do not contain any untrue statement of a material fact or omit to state a material fact required by CAAP to be stated therein or necessary in order to make the statements contained therein not misleading, and fairly present the financial condition of the Company and results of operations and cash flow of the Company on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements, to normal year-end audit adjustments and accruals. Except as set forth in the most recent balance sheet constituting a part of the Financial Statements, the Company does not have any Indebtedness for Money Borrowed. As of the Closing Date, after giving effect to all of the transactions contemplated hereby, the Company will be Solvent.
Business Financial Information. (a) Set forth on Section 2.09 of the Seller Parent Disclosure Letter are the (a) unaudited selected balance sheet information of the Business as at December 31, 2022 and the unaudited selected deal basis profit and loss information of the Business for the twelve-month period ended December 31, 2022 and (b) unaudited selected balance sheet information of the Business as at June 30, 2023 and the unaudited selected deal basis profit and loss information of the Business for the six-month period ended June 30, 2023 (collectively, the “Business Financial Information”) The Business Financial Information has been prepared from the corresponding consolidated financial statements of Seller Parent that have been filed with the SEC (each of which has been prepared in accordance with GAAP, consistently applied) and derived from the Business Records and prepared for the Business in good faith and with due care, and provides a reasonable view of the financial position and results of operations of the Business, as at the dates and for the periods presented therein; provided, that (i) the Business was not operated as a stand-alone entity of Seller Parent or any of its Subsidiaries as at the date and for the period presented in the Business Financial Information and (ii) the Business Financial Information does not fully reflect (A) all accounting entries impacting those assets and liabilities which, by nature, do not meet the definitions of Closing Working Capital, Closing Cash and Closing Indebtedness and (B) presentation items that would be required under GAAP.
Business Financial Information. (a) Each of the audited carve-out balance sheets, carve-out statements of operations, carve-out statements of comprehensive income (loss), carve-out statements of cash flows and carve-out statements of changes in invested equity of the Business, and the related assets and liabilities, as of and for the 12-month periods ended December 31, 2010 and December 31, 2011, together with the auditor's reports thereon, (the “Audited 2010 and 2011 Financial Statements”) is attached to Schedule 4.06(a) and has been prepared, in accordance with GAAP (subject to the footnotes included therein, including note 1) applied on a consistent basis throughout the periods covered thereby, from the books and records of Seller and the Business as maintained on the MaRCC System. When prepared and delivered at or prior to the Closing as contemplated by Section 7.20, the audited carve-out balance sheet, carve-out statement of operations, carve-out statement of comprehensive income (loss), carve-out statement of cash flows and carve-out statement of changes in invested equity of the Business, and the related assets and liabilities, as of and for the 12-month period ended December 31, 2012, together with the auditor's report thereon, (the “Audited 2012 Financial Statements” and, together with the Audited 2010 and 2011 Financial Statements, the “Business Financial Information”) will have been prepared, in accordance with GAAP (subject to footnotes to be included therein that are consistent with the footnotes, including note 1, contained in the Audited 2010 and 2011 Financial Statements) from the books and records of Seller and the Business as maintained on the MaRCC System. The Audited 2010 and 2011 Financial Statements present, and the Audited 2012 Financial Statements will, from and after the delivery thereof, present, fairly in all material respects the financial position, results of operations, cash flows and equity of the Business, and the related assets and liabilities, as of the dates thereof and for the periods covered thereby, in each case in accordance with GAAP (subject to the footnotes described above).
Business Financial Information. The following information pertaining to the undersigned as a corporation, partnership, or other legal entity and U.S. Persons within the meaning of Regulation S is being provided here in lieu of furnishing a financial statement.
Business Financial Information. The financial information schedules, ------------------------------ attached to Seller's Disclosure Schedule as Schedule 4.3 (the "Business ---------------------------- ------------ Financial Information") (a) have been compiled from and are in accordance with Seller's books and records for the Business, and (b) fairly present in all material respects the directly allocable assets, liabilities, revenues and expenses of the Business as of the respective dates and for the periods then ended in accordance with Seller's accounting and financial policies, which comply with generally accepted accounting principles ("GAAP"). The Business Financial Information also include certain internal management allocations, which reflect management's judgment as to the proper apportionment of shared Seller assets, liabilities and expenses to the Business; provided, however, such allocations may not be representative of the assets, liabilities and expenses necessary to operate the Business on a standalone basis.
Business Financial Information. The Business Financial Information set forth on Schedule 15.1.17(a) were prepared from the books and records of Sellers and/or their Affiliates relating to the Refinery Business and the Cogen Company Business in accordance with the methodology described in Schedule 15.1.17(b), in each case adjusted as of the dates and for the periods indicated in accordance with the pro forma adjustments methodology described in Schedule 15.1.17(b). The adjustments reflected in the financial information were prepared on the basis of assumptions set out in Schedule 15.1.17(b) and which Seller reasonably believed in good faith at the time of preparation to be reasonable.
Business Financial Information. All information regarding Dealer's business set forth in that document titled "Dealer Application" identified as Exhibit A which is attached hereto and made a part of this Agreement is true, accurate and complete. Dealer covenants and agrees to advise TFC of any material changes to Exhibit A and further to certify within thirty (30) days of each anniversary date of this Agreement that all information contained in Exhibit A is current, true, accurate and complete. Such certification shall be in the form set forth in Exhibit B, attached hereto and made a part hereof, which Exhibit B shall Revised February, 1998 2 be executed by a representative of Dealer with legal authority to bind Dealer with a copy to the Guarantor executing this Agreement.
Business Financial Information. Seller has not historically developed or maintained separate financial statements for the Business. In connection with the transactions contemplated by this Agreement, Seller developed certain pro forma financial information for the Business and provided it to Buyer in the form of the “Seller Updated Forecast” attached hereto as Exhibit C (the “Pro Forma Financial Information”). The Pro Forma Financial Information includes historical data (the “Historical Pro Forma Financial Information”) and forecast data (the “Forecasted Pro Forma Financial Information”). Seller represents and warrants that the Pro Forma Financial Information was prepared by Seller in good faith. The Forecasted Pro Forma Financial Information was prepared based on reasonable assumptions and is materially consistent with the forecasted financial information used by Seller in planning, budgeting for and operating the Business. The Historical Pro Forma Financial Information is in accordance with the books and records of Seller and represents a reasonable presentation of the operating results of the Business for the periods indicated. The foregoing representations and warranties are qualified by the following: (a) the Pro Forma Financial Information has not been prepared in accordance with GAAP and has not been subjected to Seller’s financial controls and procedures; (b) the Pro Forma Financial Information contains estimates and allocations that Seller believes to be reasonable, but which have not been subjected to testing by Seller’s financial personnel, or to testing or review by Seller’s outside independent auditors; (c) the Pro Forma Financial Information does not reflect any allocation of taxes to the Business; and (d) the Pro Forma Financial Information does not reflect certain indirect or overhead costs that would be required to operate the Business on a stand-alone basis, including without limitation legal, finance, accounting and human resources costs and the cost of senior management oversight.
