Financial Condition Clause Samples

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the MLP and its consolidated Subsidiaries as at September 30, 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the MLP as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the MLP and its consolidated Subsidiaries as of September 30, 2012, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the MLP as of December 31, 2009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the MLP and its Subsidiaries as of September 30, 2012, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the MLP and its consolidated Subsidiaries as of such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at December 31, 2015, 2016 and 2017, and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended December 31, 2015, 2016 and 2017, reported on by and accompanied by reports thereon of PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at such dates, and the consolidated results of operations and consolidated cash flows of the Borrower and its Subsidiaries for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2018, June 30, 2018, and September 30, 2018, and the related consolidated statements of income and of cash flows for the respective fiscal quarters then ended, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein, and, in the case of the unaudited financial statements, subject to normal period-end adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the Target and its Subsidiaries as at March 31, 2016, 2017 and 2018 and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended March 31, 2016 reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended March 31, 2017 and 2018, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, to the knowledge of the Borrower, present fairly in all material respects the consolidated financial position of the Target and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of the Target and its Subsidiaries as at June 30, 2018 and September 30, 2018 and the related consolidated statements ...

Financial Condition. The Sellers have provided on the Datasite correct and complete copies of (a) the reviewed balance sheets and statements of income, cash flow and stockholders’ equity of Deco Logistics as of and for the twelve-month periods ended December 31, 2016 and December 31, 2017, together with the accountant’s review reports thereon (the “Reviewed Financial Statements”), (b) the internally prepared balance sheets and statements of income of Oaktree Logistics as of and for the twelve-month periods ended December 31, 2016 and December 31, 2017 (the “Oaktree Financial Statements”), and (c) an internally prepared (i) balance sheet and statement of income of Deco Logistics and (ii) balance sheet and statement of income of Oaktree Logistics, each as of and for the nine month period ended September 30, 2018 (the items of this subsection (c) collectively, the “Interim Financial Statements” and, together with the Reviewed Financial Statements and the Oaktree Financial Statements, the “Financial Statements”). The Financial Statements are consistent with the books and records of each Company and present fairly, in all material respects, the financial position, assets and liabilities of each Company and the results of operations, stockholders’ equity and cash flows of each Company as of the dates and for the periods indicated in such Financial Statements. The Reviewed Financial Statements have been prepared in accordance with GAAP (except in the case of the Interim Financial Statements (1) for recurring year-end audit adjustments, and (2) for the absence of footnotes and other presentation items, none of which would be materially adverse to Deco Logistics, individually or in the aggregate, if properly presented). The books and records of each Company accurately and fairly, in all material respects, reflect the operations and conduct of business of each Company. Each Company maintains a system of internal accounting controls sufficient, in all material respects, to prepare the Financial Statements consistent with the applicable Company’s books and records.

Financial Condition. (a) Each financial statement delivered by the Borrower to the Agent prior to the Closing Date and each financial statement delivered by the Borrower to the Agent in accordance with Section 6.1 (Financial Statements and Reports), including the Borrower’s statement of assets and liabilities and the related portfolio of investments, statements of operations and changes in net assets as of the end of its most recently ended fiscal period, which with respect to any annual financial statement, have been certified by independent public accountants of nationally recognized standing and are set forth in the annual report for the fiscal year ending on such date, together with the notes and schedules thereto, present fairly, in all material respects, in conformity with GAAP, the financial position of the Borrower as of such date; provided that, for the avoidance of doubt, there are no annual audited statements of the Borrower available for the fiscal year ended March 31, 2022. (b) The unaudited balance sheets of the Borrower as at the end of its most recently ended semi-annual fiscal period other than the period referred to in clause (a) above (or, if the date as of which such representation is made falls within the 90 day period following the end of its most recently ended semi-annual fiscal period and such balance sheets are not available, the immediately preceding semi-annual fiscal period), and the related unaudited portfolio of investments, statements of operations and changes in net assets, copies of which have been furnished to the Agent, were complete and correct as of the dates thereof and presented fairly in all material respects the financial condition of the Borrower as at the dates stated, and the results of its operations and its sources and applications of funds for the semi-annual fiscal period then ended (subject to normal year-end audit adjustments). (c) Each of the financial statements of the Borrower (whether audited or unaudited) delivered to the Agent under the terms of this Agreement fairly present all material contingent liabilities in accordance with GAAP for the periods covered thereby. The Borrower has no material contingent liabilities or unusual forward or long-term commitments not disclosed therein that could reasonably be expected to have a Material Adverse Effect with respect to the Borrower.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negat...

Financial Condition. (a) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, ...

Financial Condition. The audited consolidated balance sheets of each Loan Party and its respective Subsidiaries as at December 31, 2013, December 31, 2014 and December 31, 2015, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of each Loan Party and its respective Subsidiaries as at such date, and the consolidated results of their operations and consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of each Loan Party and its respective Subsidiaries as at March 31, 2016, June 30, 2016 and September 30, 2016, the unaudited consolidated statements of income and cash flows for the Guarantor and its Subsidiaries for the nine-month period ended September 30, 2016 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, 2016, present fairly the consolidated financial condition of each Loan Party and its respective Subsidiaries as at such date, and the consolidated results of their operations and consolidated cash flows for the nine- or three-month, as the case may be, period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). As of the Closing Date, the Guarantor and its Subsidiaries, taken as a whole, have no material Guarantee Obligations, material contingent liabilities or material liabilities for Taxes, or any long‑term leases or unusual forward or long‑term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, referred in the notes thereto or described in the Guarantor’s Current Report on Form 8-K, filed January 12, 2017, or under the heading “Legal Proceedings” of the Guarantor’s Form 10-Q, filed November 9, 2016 (for the period ended September 30, 2016) or listed on Schedule 3.1 hereto.