Combined Financial Statements Clause Samples

Combined Financial Statements. Complete copies of the combined financial statements as at the Account Date are set forth in Exhibit 6.7(b) (the “Combined Financial Statements”). The Combined Financial Statements are not audited and correspond to the combination of the Financial Statements of all Group Companies, as described in the PWC VDD report dated 5 February 2016 together with its addendum dated on 25 February 2016 (the “PWC VDD Report”). The Combined Financial Statements have been prepared in accordance with the Sellers’ Group accounting principles, policies and practices consistently applied in the past 2 (two) financial years and give a true and fair view of the assets, liabilities and state of affairs of the Group Companies in all material respects as at the Account Date and of the profit and loss of the Group Companies for the financial year ended on that date. The Combined Financial Statements are based on and consistent with the Interim Financial Statements. The Combined Financial Statements are in line with the PWCVDD Report, notably with respect to intercompany transactions amounts. To the Best of Seller’s Knowledge, there is no financial balance or flow recorded elsewhere in financial statements of any member of the Seller Group nor off-balance sheets commitments pertaining to the Group Companies which are not reflected in the Combined Financial Statements. There is no on-balance sheets debt-like items nor off-balance sheets obligation or commitment of the Group Companies ▇▇▇ ▇▇▇▇▇▇ Chicago LLC and ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ International Hotel Management College not already disclosed in the Combined Financial Statements.

Combined Financial Statements. FFC shall use its best efforts ------------ ----------------------------- to file with the SEC 30-days of combined financial statements in accordance with Rule 145 within 45 days of the Effective Date or as soon as practical thereafter.

Combined Financial Statements. On or prior to the Closing Date, DAI and MAD shall have delivered to Parent the financial data as required by Section 4.19(a)(i) and (ii).

Combined Financial Statements. The unaudited pro forma adjustment to Capital in excess of par value is calculated as follows (in millions): Capital in excess of par value from the Combination (4.3 million shares issued at $182.27, less common stock) $ 784.7 Plus: Houghton’s historical capital in excess of par value (302.8 ) Pro forma adjustment $ 481.9 The unaudited pro forma adjustment to Retained earnings (accumulated deficit) is calculated as follows (in millions): Non-capitalized Quaker one-time estimated financing related costs, net of tax benefits $ (32.0 ) Plus: Houghton’s historical accumulated deficit 128.6 Pro forma adjustment $ 96.6 Retained earnings (accumulated deficit) was reduced for estimated transaction costs incurred to facilitate the Closing of approximately $32.0 million. These estimated transaction costs have been excluded from the unaudited pro forma condensed combined statements of income as they reflect charges directly attributable to the Combination that will not have an ongoing impact. The Company will incur significant additional costs and make associated cash payments to integrate Quaker and Houghton and to begin realizing the Combination’s total anticipated cost synergies, which are not included in the pro forma financials.

Combined Financial Statements. Forty-Five (45) days after the end of of Tenant, which shall include calculations demonstrating Tenant's compliance each of the first three quarters of the with Section 7.4 as of the end of the applicable quarter. fiscal year of Tenant ANNUAL CONSOLIDATED OR COMBINED FINANCIAL STATEMENTS of Tenant audited by a reputable certified public accounting firm, which shall Ninety (90) days after the fiscal year include calculations demonstrating Tenant's compliance with Section 7.4 as of end of Tenant the end of the fourth quarter.

Combined Financial Statements. Overview Proposed Acquisition of Cholestech

Combined Financial Statements. The unaudited combined balance sheet of the U.S. Business and the Canadian Business, as at December 27, 1998 (the "1998 Balance Sheet"), and the related unaudited combined statement of income of the U.S. Business and the Canadian Business for the fiscal year ended on such date (the "1998 Income Statement"), and the unaudited interim combined balance sheet of the U.S. Business and the Canadian Business as at September 26, 1999 (the "Interim Balance Sheet"), and the related unaudited interim combined statement of income of the U.S. Business and the Canadian Business for the thirteen week period ended September 26, 1999 (the "Interim Income Statement"), each of which has been delivered to Buyer in its entirety, have been prepared in accordance with generally accepted accounting principles (except as set forth in the notes thereto), consistently applied, and from and in accordance with the accounting records of Seller, and present fairly the combined financial position of the U.S. Business and the Canadian Business taken as a whole as at such dates and the results of operations thereof for the periods then ended (subject to normal year-end adjustments in the case of the Interim Balance Sheet and the Interim Income Statement, none of which will be material in amount) (all of the aforesaid, collectively, the "Financial Statements"). The Financial Statements exclude the assets and liabilities and results of operations of the Insulation Business and the Retained Subsidiaries.

Combined Financial Statements. Note 1 — Description of Transaction

Combined Financial Statements. Reflects the pro forma impact of recording the acquired identifiable intangible assets at their preliminary fair market value and the related additional amortization expense. The preliminary amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable assets are as follows (in millions): Customer relationships $ 532.8 15 $ 35.5 $ 17.8 Formulations and technical know-how 150.7 15 10.0 4.9 Trade names and trademarks 52.7 — — — Brand names 15.1 — — — Non-compete agreements 2.2 2 1.1 0.6 Total 753.5 46.6 23.3 Less: Houghton historical intangible assets and amortization expense 304.4 43.6 21.2 Pro forma adjustment $ 449.1 $ 3.0 $ 2.1 The Company has reflected the estimated additional amortization expense of $3.0 million and $2.1 million in SG&A for the year ended December 31, 2018 and the six months ended June 30, 2019, respectively. With other assumptions held constant, a 10% change in the fair value of amortizable intangible assets would increase or decrease pro forma amortization expense by approximately $4.7 million for the year ended December 31, 2018 and $2.4 million for the six months ended June 30, 2019. The estimated fair value of amortizable intangible assets was based on reasonable estimates, however, the fair values assigned should be considered preliminary and these amounts will ultimately be updated upon the completion of a full valuation being performed on Houghton as of the Closing. The estimated fair value of the finite-lived intangible assets is expected to be amortized on a straight-line basis over their estimated useful lives. The amortizable useful lives reflect the periods over which the assets are expected to provide material economic benefit. Specific to the life of the customer relationships and formulations and technical know-how, the lives were determined after consideration of the Company’s historical customer and product attrition patterns. The Company’s preliminary evaluations have indicated that there is relatively low turnover in Houghton’s customers and products and management does not expect that these general patterns will change in the future. The Company estimates that the lives of Houghton’s trade names, trademarks and brand names reflect substantial periods over which they are expected to maintain influence in the market and, therefore, these assets were assigned indefinite lives for amortization purposes. They will not be amortized...