Common use of Financial Condition; No Material Adverse Effect Clause in Contracts

Financial Condition; No Material Adverse Effect. (a) The financial statements (i) of the Borrower for its fiscal year ended December 31, 2018 filed with the SEC prior to the Closing Date and (ii) after the Closing Date, most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (x) except as otherwise expressly noted therein, (y) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (z) except as may be necessary to reflect any differing entities and organizational structure prior to giving effect to the Transactions. (b) Since December 31, 2018, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The financial statements (i) of the Borrower for its fiscal year ended December 31, 2018 filed with the SEC prior to the Closing Date and (ii) after the Closing Date, most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (x) except as otherwise expressly noted therein, (y) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (z) except as may be necessary to reflect any differing entities and organizational structure prior to giving effect to the Transactions. (b) Since December 31, 2018, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The financial statements (i) of the Borrower for its fiscal year ended December 31, 2018 filed with the SEC prior to the Closing Date and (ii) after the Closing Date, most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (x) except as otherwise expressly noted therein, (y) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end adjustments and (z) except as may be necessary to reflect any differing entities and organizational structure prior to giving effect to the Transactions. (b) Since December 31, 2018, there has been no Material Adverse Effect.