Base Financial Statements. (a) The Base Financial Statements:
(i) were prepared in accordance with the Relevant GAAP consistently applied; and
(ii) (in the case of quarterly unaudited financial statements) fairly represent its financial condition and operations as at the date to which they were prepared and during the relevant financial period for which they were prepared, subject to normal year end adjustments, and take account of all material liabilities (contingent or otherwise), and all anticipated losses, as at the date to which they were prepared, unless expressly disclosed to the Facility Agent in writing to the contrary before the date of this Guarantee Agreement.
(b) There has been no Material Adverse Effect since the date on which its latest Base Financial Statements were prepared.
Base Financial Statements. (a) Its Base Financial Statements:
(i) were prepared in accordance with German GAAP consistently applied; and
(ii) (in the case of quarterly unaudited financial statements) fairly represent the financial condition and operations of the Borrower as at the date to which they were prepared and during the relevant financial period for which they were prepared, subject to normal year end adjustments, unless expressly disclosed to the Facility Agent in writing to the contrary before the date of this Agreement.
(b) There has been no Material Adverse Effect since the date on which its latest Base Financial Statements were prepared.
Base Financial Statements. (a) As at the date of this Agreement the Target Group Base Financial Statements, to the best of the knowledge of the Company after due enquiry:
(i) have been prepared in accordance with Dutch GAAP consistently applied (subject, in the case of unaudited Target Group Base Financial Statements, to customary year end adjustments);
(ii) give a true and fair view of (if audited) or fairly present (if unaudited) the consolidated financial condition and results of operations of the Target Group as at and for the Accounting Period ended the date to which they were drawn up; and
(iii) as at the date to which they were prepared, do not include or consolidate the results of any company or business which is not part of the Target Group.
(b) As at the date of this Agreement the Smurfit Kappa Group Base Financial Statements, to the best of the knowledge of the Company after due enquiry have been prepared in accordance with the Accounting Principles consistently applied (subject, in the case of unaudited Smurfit Kappa Group Base Financial Statements, to customary year end adjustments);
(c) As at the date of this Agreement to the best of the knowledge of the Company after due enquiry, there has been no material adverse change in the business, assets or financial condition of the Smurfit Kappa Group and the Target Group since the latest date to which any of the Base Financial Statements were drawn up.
Base Financial Statements. The audited balance sheet of Mountaineer Gas and its consolidated subsidiaries as of June 30, 1999 and the audited income statement and cash flow statement of Mountaineer Gas and its consolidated subsidiaries for the year then ended, which balance sheet, income statement and cash flow statement are attached hereto as Schedule 1.08.
Base Financial Statements. As at the date of this Agreement, the financial statements referred to in paragraph (a) of the definition of Base Financial Statements:
(a) were prepared in accordance with the Accounting Principles;
(b) as at the date such financial statements were prepared, accurately reflect the actual net worth, financial position and earnings, as well as the liabilities and profits of the Group; and
(c) have been prepared in accordance with generally accepted accounting principles, in conformity with all applicable accounting, valuation and depreciation principles, and in compliance with the principles of accounting and valuation consistency, subject in each case to the restatement of the accounts to reflect the treatment of the management equity participation programme under the IFRS accounting rules, which will reflect distributions under that plan as compensation expenses and record that programme as a future liability of KDG.
Base Financial Statements. (a) The Base Financial Statements:
(i) were prepared in accordance with IAS or the Relevant GAAP consistently applied; and
(ii) (in the case of the unaudited 9 months consolidated interim financial statements of 2002 of the Company) fairly represent the financial condition and operations of the Group as at the date to which they were prepared and during the relevant financial period for which they were prepared, subject to normal year end adjustments, and take account of all material liabilities (contingent or otherwise), and all unrealised or anticipated losses, of the Group as at the date to which they were prepared.
(b) There has been no material adverse change in the business or financial condition of any Original Obligor since the date to which the latest of the Base Financial Statements was prepared.
(c) The financial year of the Group is the calendar year.
Base Financial Statements. The Base Financial Statements have been prepared in the manner described in the Accountants Report using accounting principles and practices described therein consistently applied and fairly present the aggregated position of the Target Group as at the date to which the same were prepared and changes in financial position during the period for which they were prepared (save to the extent that, if the Base Financial Statements do not so fairly present the aggregated position of the Target Group the manner or extent to which it fails to do so would not, if disclosed, be reasonably likely adversely to affect the decision of a person (including the Original Lenders) considering whether to become a Lender under this Agreement) and the Base Financial Statements do not consolidate or include the results of any company, business or partnership whose business at the Closing Date is not part of the Acquired Assets.
Base Financial Statements. 2 1.5 Business................................2 1.6 Closing.................................3 1.7
Base Financial Statements. (i) So far as it is aware after due and careful enquiry (the knowledge of each of the Executives being imputed to each Obligor) the Base Financial Statements have been prepared in accordance with the Applicable Accounting Principles and fairly present the consolidated financial position of the relevant Target Group or the U.K. Group, as the case may be, as at the date to which the same were prepared and/or (as appropriate) the results of operations and changes in financial position during the period for which they were prepared, subject, in the case of management Accounts, to normal year end adjustments, and the Accounts referred to in paragraphs (a) and (c) of the definition of Base Financial Statements in Clause 1.1 do not consolidate or include the results of any company, business or partnership whose business at the Closing Date is not part of the Acquired Assets.
(ii) There has been no material adverse change in the business, assets or financial condition of the Acquired Assets (taken as a whole) since the date to which the latest of the Base Financial Statements in which its financial position and results of operations are reflected were prepared.
Base Financial Statements. (i) So far as it is aware after due and careful enquiry (the knowledge of each of the Executives being imputed to each Obligor) the Base Financial Statements have been prepared in accordance with the Applicable Accounting Principles and fairly present the consolidated financial position of the Target Group, as at the date to which the same were prepared and/or (as appropriate) the results of operations and changes in financial position during the period for which they were prepared, subject, in the case of management Accounts, to normal year end adjustments, and the Accounts referred to in paragraphs (a) and (c) of the definition of Base Financial Statements in Clause 1.1 do not consolidate or include the results of any company, business or partnership whose business at the Closing Date is not part of the Acquired Assets.
(ii) There has been no material adverse change in the business, assets or financial condition of the Acquired Assets (taken as a whole) since the date to which the latest of the Base Financial Statements in which its financial position and results of operations are reflected were prepared.
