4Financial Statements. If Seller provides a Seller Guaranty as Credit Support, Seller shall provide Purchaser with quarterly unaudited and annual audited financial statements as to the Seller Guarantor (unless the same are publicly available) within sixty (60) Days after the end of each applicable calendar quarter and within one hundred and twenty (120) Days after the end of each applicable calendar year until the Seller Guaranty is released in accordance with Section 16.6. If no Seller Guaranty is then in effect, Seller shall provide Purchaser with quarterly unaudited and annual audited financial statements as to the Seller (unless the same are publicly available) within sixty (60) Days after the end of each applicable calendar quarter and within one hundred and twenty (120) Days after the end of each applicable calendar year until the Credit Support is released or returned pursuant to Section 16.6.
4Financial Statements. If Seller provides a Seller Guaranty as Credit Support, Seller shall provide Company as to the Seller Guarantor (unless the same are publicly available) the same financial statements, reports and deliverables, and at the same times, as are required to be delivered for Seller pursuant to Sections 10.3(a) and (b) until the Seller Guaranty is released in accordance with Section 12.6.
4Financial Statements. (a) The Borrower has furnished to each Lender (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2019, and the related audited consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended, prepared by Ernst & Young LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2020 and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ended, certified by a Responsible Officer. Such financial statements fairly present, in all material respects the, consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) and show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof. None of the Borrower or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. Since December 31, 2019, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
(b) The Borrower has furnished to each Lender the annual Statutory Statement of each Insurance Subsidiary for the fiscal year thereof ended December 31, 2019, and the quarterly Statutory Statement of each Insurance Subsidiary for the fiscal quarter ended March 31, 2020, in each case as filed with the Insurance Regulatory Authority. All such Statutory Statements present fairly in all material respects the financial condition of each Insurance Subsidiary as at, and the results of operations for, the fiscal year ended December 31, 2019, and fiscal quarter ended March 31, 2020, in accordance with statutory accounting practices prescribed or permitted by the Insurance Regulatory Authority. As of the date hereof, since December 31, 2019, there has been no material adverse change in the financ...
4Financial Statements. Seller has delivered to Purchaser true and complete copies of the Seller prepared balance sheet of the Business at November 30, 1999, and true and complete copies of the balance sheets of the Business at December 31, 1998, 1997 and 1996 and the related statements of income and cash flows, reviewed by Morris & Dressler, independenx xxxxic xxxxxxxxnts. The foregoing financial statements have been prepared from the books and records of Seller in accordance with GAAP consistently applied throughout the periods involved except as may be noted therein. Such financial statements, including the related notes, are true and correct and fairly present the financial position of the Business at the dates indicated and the results of operations and cash flows of the Business for the periods then ended in accordance with GAAP. References in this Agreement to the "Balance Sheet" shall mean the balance sheet of the Business as of November 30, 1999 referred to above, and references in this Agreement to the "Balance Sheet Date" shall be deemed to refer to November 30, 1999.
4Financial Statements. All balance sheets, statements of profit and loss, and/or other financial data that have been given to Lender with respect to the Borrower (i) are complete and correct in all material respects, (ii) fairly present the financial condition of the Borrower as of the dates thereof, and the results of its or their operations, for the periods for which the same have been furnished and (iii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby. All balance sheets (including the footnotes thereto) disclose or reserve against all known liabilities, direct and contingent, as of their respective dates. There has been no change in the condition of the Borrower, financial or otherwise, since the date of the most recent financial statements given to Lender with respect to the Borrower, other than changes in the ordinary course of business, none of which changes has been materially adverse.
4Financial Statements. (a) Company has provided to Parent a correct and complete copy of the audited consolidated financial statements (including any related notes thereto) of Company for the fiscal year ended December 31, 2005 (the “Audited Financial Statements”). The Audited Financial Statements were prepared in accordance with generally accepted accounting principles of the United States (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), and each fairly presents in all material respects the financial position of Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated.
(b) Company has provided to Parent a correct and complete copy of the unaudited consolidated financial statements of the Company for the nine month period ended September 30, 2006 (the “Unaudited Financial Statements”). The Unaudited Financial Statements were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved, and fairly present in all material respects the financial position of the Company at the date thereof and the results of its operations and cash flows for the period indicated, except that such statements do not contain notes and are subject to normal adjustments that are not expected to have a Material Adverse Effect on Company.
4Financial Statements. The audited financial statements and unaudited interim financial statements of the Buyer included in the Buyer’s SEC Reports (collectively, the “Buyer Financial Statements”) (i) complied as to form in all material respects with applicable accounting requirements and, as appropriate, the published rules and regulations of the SEC with respect thereto when filed, (ii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Securities Exchange Act of 1934 as amended), (iii) fairly present in all material respects the financial condition, results of operations and cash flows of the Buyer as of the respective dates thereof and for the periods referred to therein, and (iv) are consistent in all material respects with the books and records of the Buyer.
4Financial Statements. Schedule 3.4 sets forth true and complete copies of a balance sheet reflecting the assets and liabilities of the Project (the “Financial Statements”). The Financial Statements have been prepared in good faith based upon the Records and reflect the financial position of the Project and the Acquired Company.
4Financial Statements. Section 6.01(c) of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
4Financial Statements. (a) The unaudited balance sheets and profit & loss statements of Ablis provided to Buyer ("The Financial Statements") present fairly in all material respects the financial position and results of operations and cash flows of Ablis as of the dates and for the periods covered by The Financial Statements, and are in agreement with the books and records of Ablis in all material respects.
(b) Ablis has no known bona fide liabilities which have not been reflected in The Financial Statements. Except as set forth in The Financial Statements, there are no facts known to Ablis which are reasonably likely to give rise to any bona fide material claims against or liabilities or obligations of Ablis.
