Attached to [Schedule 4.12(a)(i)] are correct and complete copies of the following financial statements (collectively, the “Consolidated Financial Statements”): # the consolidated unaudited balance sheet of the Business as of December 31, 2017 and 2018, and the related statements of income for each of the fiscal years then ended; and # the consolidated unaudited balance sheet of the Business as of June 28, 2019, and the related statements of income for the six (6) month period then ended. The Consolidated Financial Statements # present fairly the financial position and results of operations of the Business as of and for the periods ended on the dates designated therein, all in accordance with U.S. GAAP, except as set forth on [Schedule 4.12(a)(ii)], (y) were prepared from the Records of the Business and in accordance with U.S. GAAP consistently applied throughout the periods involved, except as set forth on [Schedule 4.12(a)(ii)]; and # were prepared from, and are consistent in all material respects with, the financial statements prepared and used by the Business (and the Sellers and their Affiliates) in the ordinary course of business prior to the date of this Agreement in managing the Business and measuring and reporting the Business’ operating results.
Attached to [Schedule 4.12(b)] are correct and complete copies of the following financial statements (collectively, the “Mexico Financial Statements”): # the audited balance sheet of Janesville Mexico as of December 31, 2017 and 2018, and the related statements of income and cash flows for each of the fiscal years then ended; # the audited balance sheet of Servicios as of December 31, 2017 and 2018, and the related statements of income and cash flows for each of the fiscal years then ended; # the unaudited balance sheet of Janesville Mexico as of June 28, 2019, and the related statement of income for the six (6) month period then ended; and # the unaudited balance sheet of Servicios as of July 31, 2019, and the related statement of income for the seven (7) month period then ended. The Mexico Financial Statements # present fairly the financial position and results of operations of Janesville Mexico and Servicios, as applicable, as of and for the periods ended on the dates designated therein, all in accordance with Mexico NIFs, # were prepared from the Records of Janesville Mexico and Servicios, as applicable, and in accordance with Mexico NIFs consistently applied throughout the periods involved; and # were prepared from, and are consistent in all material respects with, the financial statements prepared and used by the Business (and the Sellers and their Affiliates) in the ordinary course of business prior to the date of this Agreement in managing Janesville Mexico and Servicios, as applicable, and measuring and reporting Janesville Mexico’s and Servicios’, as applicable, operating results.
[Schedule 4.6(b)] to this Agreement sets forth a complete and accurate description of each of the actions, suits, or proceedings with asserted liabilities in excess of, or that would reasonably be expected to result in liabilities in excess of, $10,000,000 (in excess of insurance coverage therefor provided by an insurer which has not denied coverage therefor) that, as of the Sixth Restatement Effective Date, is pending or, to the knowledge of any Borrower, after due inquiry, threatened against Parent or any of its Restricted Subsidiaries.
[Schedule 4.4(a)] lists all of the ’s material agreements (including documents conveying or creating and granting real property interests to the ), with respect to ownership interests in, and rights to use, real property (including surface, sub-surface and mineral rights) relating to the operation of the Business as currently conducted (collectively, “Property Use Agreements,” and the ’s rights thereunder, the “Real Property Interests”).
[Schedule 4.7(b)] lists all material Permits currently held by the . All applications required to have been filed for the renewal of all such Permits have been duly filed on a timely basis with the appropriate Governmental Entity, and all other filings required to have been made with respect to each such Permit have been duly made on a timely basis with the appropriate Governmental Entity. The has not received written notice of any material violation of any Law applicable to the or the Business.
[Schedule 4.10(c)] lists all Phase I and Phase II environmental site assessment reports prepared by or on behalf of Seller or regarding the Facility that have been prepared within the last five (5) years preceding the date of this Agreement. Seller has made available in the Data Site for inspection by copies of all Phase I and Phase II environmental assessments and copies of # all other material environmental assessment and audit reports and other material environmental studies in Seller’s or the ’s reasonable possession or control relating to the real property of the or pertaining to the Business and # all material Permits required under Environmental Laws for the operation of the Business as presently conducted;
[Schedule 4.22(b)] is a true and complete list of each Site Employee by job title as of May 31, 2018 and, with respect to each, sets forth # date of hire, # current base salary or wage rate, # bonus or other incentive opportunity and latest bonus paid on an annual basis, # accrued but unused vacation accrual, and # status (active, or on short-term or long-term disability or other leave). There are no unfair labor practice complaints against the pending before any Governmental Entity, or material labor grievances pending against the .
[Schedule 4.6(c)] sets forth the Contracts entered into between the Seller Entities and the Significant Customers to the extent that formal Contracts exist.
[Schedule 4.16(a)(i)] lists each Employee Plan. [Schedule 4.16(a)(ii)] lists each employee benefit plan, program, agreement, or arrangement that is sponsored, maintained, or contributed to by any Target Company, or the Seller or any Affiliate of Seller (other than any Target Company) for the benefit of any current or former Business Employee or any current or former independent contractor or consultant of the Business located outside of the United States, including all benefits provided by Janesville Mexico and Servicios to the employees of Janesville Mexico and Servicios, whether according to the provisions of the Mexican Federal Labor Law, Ley Federal del Trabajo (“FLL”) and its regulations or in excess of the minimums mandated by the FLL or its regulations, including any pension or savings fund, profit sharing plan, incentive compensation plan, severance pay or termination pay, vacation pay, housing assistance, educational assistance, welfare of other employee benefits or fringe benefits (collectively, the “Foreign Benefit Plans”).
[Schedule 4.22(a)] lists the ten (10) largest customers of the Business and the Target Companies (based on aggregate gross receipts from such customers) and the ten (10) largest suppliers of the Business and the Target Companies (based on aggregate gross payments to such suppliers), on a consolidated basis, for the fiscal years ended December 31, 2017 and 2018 and for the seven month period ended July 31, 2019. Since January 1, 2019, none of the customers or suppliers set forth on [Schedule 4.22(a)] has canceled, terminated or materially and adversely modified or, to the Knowledge of Sellers, threatened to cancel, terminate or materially and adversely modify, its relationship with the Business.
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