Accuracy of Financials; No Material Changes Sample Clauses

Accuracy of Financials; No Material Changes. The Financials (i) have been prepared in accordance with GAAP consistently applied and are true, correct and complete in all material respects and (ii) fairly present Borrower’s assets, liabilities and financial condition and results of operations and those of such other Persons described therein as of the date thereof (subject to normal year-end adjustments and the lack of footnotes in the case of monthly or pro forma Financials). There are no omissions from the Financials or other facts or circumstances not reflected in the Financials which are or may be material, and there has been no material and adverse change in Borrower’s assets, liabilities or financial condition since the date of the Financials nor has there been any material damage to or loss of any of Borrower’s assets or properties since such date. Borrower’s outstanding advances to any Person do not constitute any equity or long term investment in any Person which is not reflected in the Financials. Borrower’s fiscal year is from January 1 to December 31.
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Accuracy of Financials; No Material Changes. The Financials (i) have been prepared in accordance with GAAP consistently applied and are true, correct and complete in all material respects and (ii) fairly present each Borrower's assets, liabilities and financial condition and results of operations and those of such other Persons described therein as of the date thereof (subject to normal year-end adjustments and the lack of footnotes in the case of monthly or pro forma Financials). There are no omissions from the Financials or other facts or circumstances not reflected in the Financials which are or may be material, and there has been no material and adverse change in any Borrower's assets, liabilities or financial condition since the date of the Financials nor has there been any material damage to or loss of any Borrower's assets or properties since such date, except for any impact resulting from the sale of the Sugar Land, Texas real property. No Borrower's outstanding advances to any Person constitute any equity or long term investment in any Person which is not reflected in the Financials. Each Borrower's fiscal year is from January 1 to December 31.
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Accuracy of Financials; No Material Changes. The Financials have been prepared from the books and records of Brunswick Corporation and fairly present in all material respects Borrowers' assets, liabilities and financial condition and results of operations of the business which is the subject of the Acquisition as of the end of and for the period indicated, and are derived from the books and records of Brunswick Corporation, which books and records are correct and complete. There are no omissions from the Financials or other facts or circumstances not reflected in the Financials which are or may be material, and there has been no material and adverse change in a Borrower's assets, liabilities or financial condition since the date of the Financials nor has there been any material damage to or loss of any of a Borrower's assets of properties since such date. Each Borrower's outstanding advances to any Person do not constitute any equity or long term investment in any Person which is not reflected in the Financials.
Sample 1
Accuracy of Financials; No Material Changes. The Financials have been prepared in accordance with generally accepted accounting principles consistently applied (except that, in the case of unaudited internally prepared Financials (other than unaudited annual Financials), such Financials lack footnotes and are subject to normal recurring year-end adjustments) and are true, correct and complete in all material respects; all Financials fairly present each Borrower's and each Guarantor Subsidiary's assets, liabilities and financial condition and results of operations and those of such other Persons described therein as of the date thereof (subject to the lack of footnotes and normal recurring year- end adjustments, in the case of unaudited internally prepared Financials (other than unaudited annual Financials)); there are no omissions from the Financials or other facts or circumstances not reflected in the Financials which are or may be material; except as set forth in SCHEDULE 14 attached hereto, there has been no material and adverse change in either Borrower's or any Guarantor Subsidiary's assets, liabilities or financial condition since the date of the Financials attached to EXHIBIT T to this Agreement and delivered on the Effective Date nor has there been any material damage to or loss of any of either Borrower's or any Guarantor Subsidiary's assets or properties since such date.
Sample 1
Accuracy of Financials; No Material Changes. The Financials (i) have been prepared in accordance with GAAP consistently applied and are true, correct and complete in all material respects and (ii) fairly present each Credit Party’s assets, liabilities and financial condition and results of operations and those of such other Persons described therein as of the date thereof (subject to normal year-end adjustments and the lack of footnotes in the case of monthly or pro forma Financials). There are no omissions from the Financials or other facts or circumstances not reflected in the Financials which are or may be material, and there has been no material and adverse change in the assets, liabilities or financial condition of the Credit Parties, taken as a whole, since the date of the Financials nor has there been any material damage to or loss of any of the assets or properties of the Credit Parties that are material to the operation of the business of the Credit Parties, since such date. Borrower’s Fiscal Year is the annual 52 or 53 week accounting period ending on the Saturday nearest the end of October of each year.
Sample 1
Accuracy of Financials; No Material Changes. The Financials have been prepared in all material respects in accordance with Applicable GAAP consistently applied (subject to the exceptions for interim statements described in Section 8.4); the Financials fairly present the assets, liabilities and financial condition and results of operations of Blue Dot and its Subsidiaries on a Consolidated basis as of the date thereof in accordance with [Applicable] GAAP in all material respects (subject to exceptions for interim statements described in Section 8.04 hereof); there are no omissions from the Financials or other facts or circumstances not reflected in the Financials that are required by Applicable GAAP to be disclosed in the Financials which are material; there has been no Material Adverse Change since the date of the Financials attached to Schedule 9.11 to this Agreement and delivered on or prior to the Closing Date or, if later, since the date of the Financials most recently delivered pursuant to Section 8.6 hereof and, except to the extent permitted under Section 10 hereof, none of the Borrowers' or their Subsidiaries' outstanding advances to any Person constitute any equity or long term investment in any Person which is not reflected in the Financials.
Sample 1
Accuracy of Financials; No Material Changes. The Financials (a) have been prepared in accordance with GAAP consistently applied and are true, correct and complete in all material respects and (b) fairly present Borrower’s assets, liabilities and financial condition and results of operations and those of such other Persons described therein as of the date thereof (subject to normal year-end adjustments and the lack of footnotes in the case of monthly or pro forma Financials). Except as described on Schedule 9.12, (i) there are no omissions from the Financials or other facts or circumstances not reflected in the Financials which are or may be material, (ii) there has been no material and adverse change in Borrower’s assets, liabilities or financial condition since the date of the Financials and (iii) there has been no material damage to nor loss of any of Borrower’s assets or properties since such date. Borrower’s outstanding advances to any Person do not constitute any equity or long term investment in any Person which is not reflected in the Financials. Borrower’s fiscal year is from January 1 to December 31.
Sample 1
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Accuracy of Financials; No Material Changes. All Financials, other than projections delivered by Borrower to Bank prior to the Effective Date and projections delivered by Borrower to Bank under SECTION 8.6 of this Agreement, have been prepared in accordance with generally accepted accounting principles consistently applied and are true, correct and complete in all material respects, and fairly present Borrower's assets, liabilities and financial condition and results of operations and those of such other Persons described therein as of the date thereof. All projections delivered by Borrower to Bank have been prepared in good faith and are based on assumptions that management of Borrower considers reasonable and appropriate in light of the circumstances in effect at the time of the delivery of such projections, and represent management's good faith estimate of the future financial performance of International on a consolidated basis. There are no omissions from such Financials (other than Projections) or other facts or circumstances not reflected in such Financials (other than Projections) which are or may be material. There has been no material and adverse change in Borrower's assets, liabilities or financial condition except as disclosed in Borrower's filings with the Securities and Exchange Commission since September 30, 1999; and Borrower's outstanding advances to any Person do not constitute any equity or long-term investment in any Person which is not reflected in the Financials.
Sample 1

Related to Accuracy of Financials; No Material Changes

  • Accuracy of Financial Statements Neither the Borrower nor any of its Subsidiaries has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Historical Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Borrower or any of its Subsidiaries that would reasonably be expected to cause a Material Adverse Change. Since December 31, 2020, no Material Adverse Change has occurred.

  • No Material Deviation in Financial Statements All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Correctness of Financial Statements Borrower’s financial statements which have been delivered to Lender fairly and accurately reflect Borrower’s financial condition in accordance with GAAP as of the latest date of such financial statements; and, since that date there has been no Material Adverse Change.

  • CORRECTNESS OF FINANCIAL STATEMENT The financial statement of Borrower dated September 30, 1996, a true copy of which has been delivered by Borrower to Bank prior to the date hereof, (a) is complete and correct and presents fairly the financial condition of Borrower, (b) discloses all liabilities of Borrower that are required to be reflected or reserved against under generally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of such financial statement there has been no material adverse change in the financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except in favor of Bank or as otherwise permitted by Bank in writing.

  • SEC Filings and Financial Statements The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

  • SEC Reports and Financial Statements (a) The Company has filed (or furnished, as applicable) with the SEC all forms, reports, schedules, registration statements, proxy statements, certifications and other documents required to be filed (or furnished, as applicable) by the Company or its directors and executive officers (in their capacity as such) with the SEC since June 1, 2003 (as they have been amended since the time of their filing, and including any documents filed as exhibits, annexes or schedules thereto, collectively, the “Company SEC Reports”) and complete and correct copies of all such Company SEC Reports are available to Parent through public sources. As of their respective dates, the Company SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (and the rules and regulations of the SEC promulgated thereunder) (the “Securities Act”) applicable, as the case may be, to such Company SEC Reports, and none of the Company SEC Reports so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as of the date of filing and of any amendment or supplement and, in the case of any proxy statement, at the date mailed to shareholders and at the date of the meeting, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements (including all related notes and schedules) of the Company included in the Company SEC Reports complied in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated Subsidiaries as of the dates or for the periods presented therein. The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act.

  • No Material Deterioration in Financial Condition; Financial Statements All consolidated financial statements for Borrower and its Subsidiaries, delivered to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. There has not been any material deterioration in the consolidated financial condition of Borrower and its Subsidiaries since the date of the most recent financial statements submitted to any Lender.

  • Reports and Financial Statements The filings (other than immaterial filings) required to be made by CEI and the CEI Subsidiaries under the Securities Act, the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC, FERC, the NRC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto required to be filed with such commission. As of their respective dates, the reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) required to be filed by CEI or any CEI Subsidiary with the SEC since January 1, 1997 (the "CEI SEC Documents") complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such CEI SEC Documents, and none of the CEI SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of CEI included in the CEI SEC Documents (the "CEI Financial Statements") comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of CEI and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).

  • Standards of Financial Statements Cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).

  • Financial Reports and SEC Documents (i) Its Annual Reports on Form 10- K for the fiscal years ended December 31, 1995 and 1996, and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of its Subsidiaries subsequent to December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form filed, or to be filed (collectively, its "SEC Documents"), with the SEC, as of the date filed (A) complied or will comply in all material respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be, and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly presents and will fairly present the financial position of the entity or entities to which it relates as of its date, and each of the statements of income and changes in stockholders' equity and cash flows or equivalent statements in such SEC Documents (including any related notes and schedules thereto) fairly presents and will fairly present the results of operations, changes in stockholders' equity and changes in cash flows, as the case may be, of the entity or entities to which it relates for the periods to which they relate, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except in each case as may be noted therein, subject to normal year-end audit adjustments in the case of unaudited statements.

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