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

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) Since the Effective Date, there has been no Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Vacasa, Inc.), Credit Agreement (Vacasa, Inc.), Credit Agreement (EverCommerce Inc.)

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Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financials (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the consolidated financial condition position of the Borrower Holdings and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) [Reserved]. (c) Since the Effective DateDecember 31, 2021, there has been no Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated noted therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated their results of their operations and cash flows for the respective periods then ended period covered thereby in accordance with GAAP consistently applied during throughout the periods referred to thereinperiod covered thereby, except as otherwise expressly indicated noted therein, including the notes thereto. (b) Since the Effective Date, there has been no Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Sotera Health Co), Credit Agreement (Sotera Health Co), Credit Agreement (Sotera Health Topco, Inc.)

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its consolidated subsidiaries subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) [reserved]. (c) Since the Effective DateDecember 31, 2017, there has been no Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.), Credit Agreement (Endeavor Group Holdings, Inc.)

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) [Reserved]. (c) Since the Effective Date, there has been no Material Adverse Effect.

Appears in 3 contracts

Samples: Abl Credit Agreement (Chewy, Inc.), Abl Credit Agreement (Chewy, Inc.), Abl Credit Agreement (Chewy, Inc.)

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated subsidiaries subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) Since the Effective Date, there has been no Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Holdings, Inc.)

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Financial Condition; No Material Adverse Effect. (ai) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (bii) Since the Effective DateDecember 31, 2023, there has been no Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Vacasa, Inc.), Note Purchase Agreement (Vacasa, Inc.)

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Parent Borrower and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) Since the Effective Date, there has been no Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (SMART Global Holdings, Inc.)

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower Borrowers and its their consolidated subsidiaries subsidiaries, as applicable, as of the respective dates thereof and the consolidated results of their operations for the respective periods then ended in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto. (b) Since the Effective Date, there has been no Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)

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