05Financial Statements Clause Samples
05Financial Statements. (a) Parent has heretofore furnished to Administrative Agent and each Buyer a copy of (i) its balance sheet for the fiscal year of Parent ended December 31, 2022 and the related statements of income for Parent for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (ii) its balance sheet for the quarterly fiscal period Parent ended September 30, 2023 and the related statements of income for Parent for such quarterly fiscal period. All such financial statements are accurate, complete and correct and fairly present, in all material respects, the financial condition of Parent (subject to normal year-end adjustments) and the results of its operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis, and to the best of Parent’s knowledge, do not omit any material fact as of the date(s) thereof. Since December 31, 2022, there has been no material adverse change in the consolidated business, operations or financial condition of Parent from that set forth in said financial statements nor is any Seller Party aware of any state of facts which (with notice or the lapse of time) would or could result in any such material adverse change. No Seller Party has any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of any Seller Party except as heretofore disclosed to Administrative Agent and each Buyer in writing.
(b) Parent has heretofore caused PNMAC to furnish to Administrative Agent and each Buyer a copy of (a) the balance sheet for the fiscal year of PNMAC ended December 31, 2022 and the related statements of income for PNMAC for such fiscal year and (b) its balance 755105058 22720164 sheet for the quarterly fiscal period of PNMAC ended September 30, 2023 and the related statements of income for PNMAC for such quarterly fiscal period. All such financial statements are accurate, complete and correct and fairly present, in all material respects, the financial condition of PNMAC (subject to normal year-end adjustments) and the results of its operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis, and to t...
05Financial Statements. Sellers have delivered to Buyer: (a) consolidated balance sheets of the Company and its Subsidiaries as at March 31, 2018 (the “Balance Sheet Date”) and as at March 31, 2017, and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the two fiscal years ended on such dates (or for the periods Seller’s business has been in operations, If less than two years), including the notes thereto, together with the report thereon of the Company’s independent public accountants (collectively, the “Financial Statements”). The Financial Statements (i) fairly present the consolidated financial condition and the results of operations, changes in shareholders’ equity, and cash flows of the Company and its Subsidiaries as at the respective dates of, and for the periods referred to in, the Financial Statements, and (ii) were prepared in accordance with GAAP, subject or the applicable Legal Requirement relating to the preparation of financial statements, in the case of the Unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of notes (that, if presented, would not differ materially from those included in the Audited Financial Statements). The Financial Statements reflect the consistent application of GAAP or the applicable Legal Requirement relating to the preparation of financial statements throughout the periods involved, except as disclosed in the notes to the Audited Financial Statements. No financial statements of any Person other than the Acquired Companies are required by GAAP or the applicable Legal Requirement relating to the preparation of financial statements to be included or reflected in the Financial Statements. The Financial Statements were prepared from, and are consistent with, the accounting Records of each Acquired Company. Sellers have also delivered to Buyer copies of all letters from the Company’s auditors and lawyers to the Company’s board of directors thereof during the 36 months prior to the date of this Agreement, together with copies of all responses thereto. To the knowledge of Sellers and the Company, the Company and the Subsidiaries do not have any material liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that have had or could reasonably be expected to have a Material Adverse Effect on the Company, except (i) as disclosed, re...
05Financial Statements. The audited consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal year ended on December 31, 2022 were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby, subject to the absence of notes and to normal year-end audit adjustments.
05Financial Statements. The (a) Annual Borrower Financial Statements and (b) Quarterly Borrower Financial Statements, in each case, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except, in the case of
05Financial Statements. (a) The Borrower has delivered to the Administrative Agent and the Lenders copies of the Financial Statements and the and the Interim Financial Statements, and the Financial Statements and the Interim Financial Statements are accurate and complete in all material respects and present fairly the financial condition of Borrower and its consolidated Subsidiaries for their respective period in accordance with GAAP. As of the date of the Financial Statements, there were no material contingent obligations, liabilities for taxes, unusual forward or long‑term commitments, or unrealized or anticipated losses of the Borrower or any Subsidiary of the Borrower, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP.
(b) Since December 31, 2012, no event or circumstance that could reasonably be expected to cause a Material Adverse Change has occurred.
(c) As of the date hereof, the Borrower, the Guarantors and their respective Subsidiaries have no Indebtedness other than (i) Indebtedness under this Agreement (including Indebtedness under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement), (ii) Indebtedness under the Second Lien Note Agreement, (iii) Indebtedness under the agreements listed on Schedule 4.20, and (iv) any other Indebtedness listed on Schedule 4.05.
05Financial Statements. (a) The audited consolidated balance sheet and the statements of income, stockholders’ equity, and cash flow as of and for the fiscal year ended December 31, 2016 for the Borrower and its consolidated subsidiaries and (b) the unaudited consolidated balance sheets and statements of income, stockholders’ equity and cash flow as of and for the fiscal quarters ended March 31, 2017 and June 30, 2017 for the Borrower and its consolidated subsidiaries, including the notes thereto, if applicable, present fairly in all material respects the consolidated financial position of the Borrower and its consolidated subsidiaries as of the dates and for the periods referred to therein and the results of operations and, if applicable, cash flows for the periods then ended, and, except as set forth on Schedule 3.05, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except, in the case of interim period financial statements, for normal year-end adjustments and except as otherwise noted therein.
05Financial Statements. Each of the Historical Annual Financial Statements and the Historical Interim Financial Statements fairly present in all material respects the consolidated financial condition of Holdings, the Borrower and its Restricted Subsidiaries as of the dates thereof and the results of operation of Holdings, the Borrower and its Restricted Subsidiaries for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and, in the case of the Historical Interim Financial Statements, subject to normal year-end audit adjustments.
05Financial Statements. Company has delivered to Buyer such financial statements related to the Company (collectively, the “Financial Statements”) which fairly present the consolidated financial condition and the results of operations, changes in shareholders’ equity, and cash flows of the Company and its Subsidiaries as at the respective dates of, and for the periods referred to in, the Financial Statements. No financial statements of any Person other than the Acquired Companies are required by GAAP or the applicable Legal Requirement relating to the preparation of financial statements to be included or reflected in the Financial Statements. The Financial Statements were prepared from, and are consistent with, the accounting Records of each Acquired Company. Sellers have also delivered to Buyer copies of all letters from the Company’s auditors and lawyers to the Company’s board of directors thereof during the 36 months prior to the date of this Agreement, together with copies of all responses thereto. To the knowledge of Sellers and the Company, the Company and the Subsidiaries do not have any material liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise) that have had or could reasonably be expected to have a Material Adverse Effect on the Company, except (i) as disclosed, reflected or reserved against in the Balance Sheet and the notes thereto, (ii) for items set forth in Schedule 3.04, (iii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Balance Sheet and not in violation of this Agreement and (iv) for Taxes.
05Financial Statements. 06No Material Adverse Effect Section 4.07Title to Properties; Possession Under Leases Section 4.08Subsidiaries Section 4.09Litigation; Compliance with Laws Section 4.10Federal Reserve Regulations Section 4.11Investment Company Act Section 4.12Use of Proceeds Section 4.13Taxes