Financial Condition, etc Clause Samples

Financial Condition, etc. (a) Borrower has heretofore delivered to the Lenders (A) the audited consolidated balance sheets of Parent and its Subsidiaries as of May 31, 1997, May 31, 1998 and May 31, 1999, and the related statements of earnings, changes in stockholders' equity and cash flows for the fiscal years ended on those dates, together with reports thereon by Deloitte & Touche LLP, certified public accountants, and (B) the unaudited consolidated balance sheet of Parent and its Subsidiaries as of November 30, 1999, and the related statements of earnings and cash flows for the fiscal period ended on November 30, 1999. All of said financial statements, including in each case the related schedules and notes, are true, complete and correct and have been prepared in accordance with GAAP consistently applied and present fairly the financial position of Parent and its Subsidiaries as of the respective dates of said balance sheets and the results of their operations for the respective periods covered thereby, subject (in the case of interim statements) to period-end audit adjustments. (b) Except as set forth in Schedule 8.02(b) or in the financial statements or other information referred to in Section 8.02(a), as of the Effectiveness Date, there are no material liabilities of any Company of any kind required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which is reasonably likely to result in such a liability, other than: (i) liabilities disclosed or provided for in the Schedules hereto and the reports filed by Parent with the Commission filed prior to the Effectiveness Date; (ii) liabilities incurred in the ordinary course of business consistent with past practice since May 31, 1999, which in the aggregate are not reasonably likely to have a Material Adverse Effect; and (iii) liabilities under this Agreement, the Parent Financing Documents, the Senior Subordinated Notes Financing Documents or liabilities incurred in connection with the transactions contemplated or permitted hereby. (c) Since May 31, 1999 there has been no Material Adverse Change. (d) The pro forma capitalization table of Parent and its Consolidated Subsidiaries (the "Pro Forma Capitalization Table"), certified by the chief financial officer of Parent and Borrower, copies of which have been heretofore furnished to each Lender,...

Financial Condition, etc. Each Guarantor has knowledge of each other Loan Party’s financial condition and affairs and that it has adequate means to obtain from each such Loan Party on an ongoing basis information relating thereto and to such Loan Party’s ability to pay and perform the Secured Obligations, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect. Each Guarantor acknowledges and agrees that the Secured Parties shall have no obligation to investigate the financial condition or affairs of any Loan Party for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition or affairs of any other Loan Party that might become known to any Secured Party at any time, whether or not such Secured Party knows or believes or has reason to know or believe that any such fact or change is unknown to such Guarantor, or might (or does) materially increase the risk of such Guarantor as guarantor, or might (or would) affect the willingness of such Guarantor to continue as a guarantor of the Secured Obligations.

Financial Condition, etc. The Buyer has as of the date hereof and MergeCo will have as of the Closing sufficient funds in an aggregate amount sufficient to (i) pay the Merger Consideration and all contemplated fees, expenses and other amounts related to the transactions contemplated by this Agreement and (ii) provide adequate working capital for the Business.

Financial Condition, etc. Each Guarantor has knowledge of the Borrower’s and each other Guarantor’s financial condition and affairs and has adequate means to obtain from each such Person on an ongoing basis information relating thereto and to each such Person’s ability to pay and perform the Guaranteed Obligations. Each Guarantor acknowledges and agrees that the Secured Parties shall have no obligation to investigate the financial condition or affairs of the Borrower or any other Guarantor for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition or affairs of each such Person that might become known to the Secured Parties at any time, whether or not the Secured Parties know or believe or have reason to know or believe that any such fact or change is unknown to such Guarantor, or might (or does) materially increase the risk of such Guarantor as guarantor, or might (or would) affect the willingness of such Guarantor to continue as a guarantor of the Guaranteed Obligations.

Financial Condition, etc. Each of the Obligors has heretofore furnished to the Lender its audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of each of the Obligors and its Subsidiaries as of such date and for such fiscal year in accordance with IFRS.

Financial Condition, etc. No Material Adverse Effect, in the judgment of the Required Lenders, shall have occurred since October 31, 2009.

Financial Condition, etc. The Buyer has, as of the date hereof, received and provided the Company with true and correct copies of executed commitment letters (the "Commitment Letters") from certain institutional lenders and investors with respect to secured bank facilities, unsecured subordinated debt financing and equity financing (such persons being collectively referred to as the "Financing Sources") and, subject to its receipt of the financing contemplated by the Commitment Letters, will have as of the Closing Date funds in an aggregate amount sufficient to (i) pay the Purchase Price and all contemplated fees and expenses related to the transactions contemplated by this Agreement and (ii) provide adequate working capital for the Business.

Financial Condition, etc. Borrower has delivered to Administrative Agent or made publicly available (a) the audited consolidated balance sheets and related consolidated statements of operations, cash flows and shareholders’ equity of Borrower and its Subsidiaries for each of the three most recently completed fiscal years of Borrower, ended at least ninety (90) days before the Closing Date, and (b) the unaudited consolidated balance sheets and related statements of operations and cash flows of Borrower and its Subsidiaries for each fiscal quarter ending after December 31, 2024 (other than the fourth fiscal quarter of any fiscal year) and at least forty-five (45) days prior to the Closing Date. All of said financial statements, including in each case the related schedules and notes, are true, complete and correct in all material respects and have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the financial position of Borrower and its Subsidiaries as of the date of said balance sheets and the results of their operations for the periods covered thereby, subject (in the case of interim statements) to normal period-end audit adjustments and the absence of footnotes.

Financial Condition, etc. Buyer will have on the Closing Date sufficient funds available to it to pay the Cash Consideration pursuant to this Agreement and otherwise satisfy all of its obligations in connection with this Agreement and the transactions contemplated hereby, subject to the consummation of necessary financing arrangements.