Common use of CORRECTNESS OF FINANCIAL STATEMENT Clause in Contracts

CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower and its consolidated Subsidiaries dated December 31, 2017, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower and its consolidated Subsidiaries, (b) disclose any material liabilities of Borrower and its consolidated Subsidiaries that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAP. Since the dates of such financial statements there has been no Material Adverse Effect, nor has Borrower or any of its consolidated Subsidiaries 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.

CORRECTNESS OF FINANCIAL STATEMENT. The annual consolidated and consolidating financial statement of Borrower and its consolidated Subsidiaries Guarantor dated December 31, 20172011, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct in all material respects and present fairly the consolidated financial condition of Borrower and its consolidated SubsidiariesGuarantor, (b) disclose any material all consolidated liabilities of Borrower and its consolidated Subsidiaries Guarantor that are required to be reflected or reserved against under GAAPgenerally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Guarantor or Borrower, nor has Guarantor or Borrower or any of its consolidated Subsidiaries 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.

CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower and its consolidated Subsidiaries dated December 31, 2017for the 2012 fiscal year, and all interim financial statements delivered to Bank since said datesince, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower and its consolidated Subsidiariesas of the date thereof, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries as of the date thereof that are required to be reflected or reserved against under GAAPgenerally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower, nor has Borrower or any of its consolidated Subsidiaries 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 either this Agreement or the Bank in writing.

CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower and its consolidated Subsidiaries dated December 31, 20172010, and all interim quarterly financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the Borrower’s financial condition and results of Borrower operations as of the date thereof and its consolidated Subsidiariesfor the period covered thereby, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries as of December 31, 2010 that are were required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAP, provided that each interim quarterly financial statement is subject to and exclusive of normal year-end audit adjustments and the addition of certain footnotes. Since the dates date of such financial statements statement there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower, nor has Borrower or any of its consolidated Subsidiaries mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except in favor of Bank Bank, Permitted Encumbrances, or as otherwise permitted by Bank in writing.

CORRECTNESS OF FINANCIAL STATEMENT. The annual consolidated financial statement statements of Borrower and its consolidated Subsidiaries dated December as of July 31, 20172004, and all interim financial statements delivered to Bank since said date, a true copies copy of which have been delivered by Borrower to Bank prior to the date hereof, hereof (a) are complete and correct and present fairly the financial condition of Borrower and its consolidated Subsidiaries, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent, or otherwise and (c) have been prepared in accordance with GAAPGAAP consistently applied. Since the dates date of such financial statements statements, there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower or any Subsidiary, nor has Borrower or any of its consolidated Subsidiaries 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.

CORRECTNESS OF FINANCIAL STATEMENT. The annual consolidated financial statement of Borrower and its consolidated Subsidiaries dated December 31June 30, 20172011, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower and its Subsidiaries on a consolidated Subsidiariesbasis, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries that are required to be reflected or reserved against under GAAPgenerally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied. Since the dates of such financial statements there has been no Material Adverse Effect, nor has Borrower or any of its consolidated Subsidiaries Subsidiary 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.

CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower and its consolidated Subsidiaries dated December 31, 20172015, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereofClosing Date, (a) are complete and correct in all material respects and present fairly the financial condition of Borrower and its consolidated Subsidiariesfor the period covered thereby, (b) disclose any material or reflect all liabilities of Borrower and its consolidated Subsidiaries as of the date of such financial statements that are required to be disclosed, reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAP, except as otherwise expressly noted therein. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower, nor has Borrower or any of its consolidated Subsidiaries mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except in favor of Bank or as permitted by Section 5.7 or otherwise permitted by Bank in writing.

CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower and its consolidated Subsidiaries dated December 31, 20172009, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower and its consolidated Subsidiariesas of the date thereof, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries as of the date thereof that are required to be reflected or reserved against under generally accepted accounting principles (“GAAP”), whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPGAAP consistently applied. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower, nor has Borrower or any of its consolidated Subsidiaries 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 this Agreement or the Bank in writing.

CORRECTNESS OF FINANCIAL STATEMENT. The annual consolidated financial statement of Borrower DDi Corp. and its consolidated Subsidiaries subsidiaries dated December 31, 20172011, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower DDi Corp. and its consolidated Subsidiariessubsidiaries, (b) disclose any material all liabilities of Borrower DDi Corp. and its consolidated Subsidiaries subsidiaries that are required to be reflected or reserved against under GAAPgenerally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower, nor has Borrower or any of its consolidated Subsidiaries 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.

CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower and its consolidated Subsidiaries dated December 31, 20172005, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower and its consolidated SubsidiariesBorrower, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries that are required to be reflected or reserved against under GAAPgenerally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) unless otherwise disclosed in writing to Bank or disclosed in Borrower's periodic public filings, have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower, nor has Borrower or any of its consolidated Subsidiaries 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.

CORRECTNESS OF FINANCIAL STATEMENT. The annual consolidated financial statement of Borrower and its consolidated Subsidiaries dated December 31April 30, 2017, 2012 and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly in all material respects the financial condition of Borrower and its consolidated Subsidiaries, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPGAAP consistently applied. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower and its Subsidiaries, nor has Borrower or any of its consolidated Subsidiaries mortgaged, pledged, granted a security interest in or otherwise encumbered any of its or their assets or properties except in favor of Bank (a) Permitted Encumbrances or (b) as otherwise permitted by Bank in writing.

CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower and its consolidated Subsidiaries dated December 3129, 20172006, and all interim financial statements delivered to Bank since said date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower and its consolidated Subsidiaries, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries that are required to be reflected or reserved against under GAAPgenerally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower or any Subsidiary, nor has Borrower or any of its consolidated Subsidiaries Subsidiary 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.

CORRECTNESS OF FINANCIAL STATEMENT. The annual consolidated financial statement of Borrower and its consolidated Subsidiaries dated December May 31, 20172010, and all interim financial statements delivered to Bank since said such date, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower and its consolidated Subsidiarieseach Subsidiary Guarantor, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries each Subsidiary Guarantor that are required to be reflected or reserved against under GAAP, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPGAAP consistently applied. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower or any Subsidiary Guarantor, nor has Borrower or any of its consolidated Subsidiaries Subsidiary Guarantor 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.

CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower and its consolidated Subsidiaries dated December 31, 20172012, and all interim financial statements delivered to Bank CPC since said date, true copies of which have been delivered by Borrower to Bank CPC prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower and its consolidated Subsidiariesas of the date thereof, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries as of the date thereof that are required to be reflected or reserved against under generally accepted accounting principles (“GAAP”), whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPGAAP consistently applied. Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower, nor has Borrower or any of its consolidated Subsidiaries mortgaged, pledged, granted a security interest in or otherwise encumbered any of its assets or properties except in favor of Bank CPC or as otherwise permitted by Bank this Agreement in writing.

CORRECTNESS OF FINANCIAL STATEMENT. The annual financial statement of Borrower and its consolidated Subsidiaries dated December 31, 2017for the 2012 fiscal year, and all interim financial statements delivered to Bank since said datesince, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct and present fairly the financial condition of Borrower as of the dates and its consolidated Subsidiariesfor the periods covered thereby, (b) disclose any material all liabilities of Borrower and its consolidated Subsidiaries that are required to be reflected or reserved against under GAAPgenerally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with GAAPgenerally accepted accounting principles consistently applied (except that unaudited financial statements do not contain footnotes and interim financial statements are subject to year-end adjustments). Since the dates of such financial statements there has been no Material Adverse Effectmaterial adverse change in the financial condition of Borrower, nor has Borrower or any of its consolidated Subsidiaries 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.