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 Target 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) The unaudited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of operations, cash flows and changes in members’ equity of the Target and its consolidated subsidiaries for, the fiscal quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 (A) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, and (B) fairly present in all material respects the financial condition of the Target and its subsidiaries, as of the date thereof, subject, in the case of clauses (A) and (B), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described therein. (c) Since the Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (ii) fairly present in all material respects the financial condition of the Target Borrower and its consolidated subsidiaries Subsidiaries as of the respective dates date thereof and the consolidated their results of their operations for the respective periods then ended covered thereby in accordance with GAAP consistently applied during throughout the periods referred to thereincovered thereby, except as otherwise expressly indicated noted therein, including the notes thereto. (b) The unaudited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of operations, cash flows and changes in members’ equity of the Target and its consolidated subsidiaries for, the fiscal quarters ended sheet dated March 31, 20192017 of the Borrower and the related consolidated statements of income or operations, June 30, 2019 shareholders’ equity and September 30, 2019 cash flows for the fiscal quarter ended on that date (Ai) were prepared in accordance with GAAP consistently applied during throughout the periods referred to thereincovered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, consolidated Subsidiaries as of the date thereofthereof and their results of operations for the periods covered thereby, subject, in the case of clauses (Ai) and (Bii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. (c) [Reserved.] (d) Since the Effective DateDecember 31, 2016, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (ii) fairly present in all material respects the financial condition of the Target Borrower and its consolidated subsidiaries Subsidiaries as of the respective dates date thereof and the consolidated their results of their operations for the respective periods then ended covered thereby in accordance with GAAP consistently applied during throughout the periods referred to thereincovered thereby, except as otherwise expressly indicated noted therein, including the notes thereto. (b) The unaudited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of operations, cash flows and changes in members’ equity of the Target and its consolidated subsidiaries for, the fiscal quarters ended March 31, 2019, sheet dated June 30, 2019 2013 of the Borrower and September 30the related consolidated statements of income or operations, 2019 shareholders’ equity and cash flows for the fiscal quarter ended on that date (Ai) were prepared in accordance with GAAP consistently applied during throughout the periods referred to thereincovered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, consolidated Subsidiaries as of the date thereofthereof and their results of operations for the periods covered thereby, subject, in the case of clauses (Ai) and (Bii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. (c) [Reserved.] (d) Since the Effective DateDecember 31, 2012, there has been no Material Adverse Effect.

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, noted therein and (ii) fairly present in all material respects the financial condition of the Target Borrower and its consolidated subsidiaries as of the respective dates date thereof and the consolidated their results of their operations 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) The unaudited consolidated balance sheets sheet of the Target Borrower and its subsidiaries dated June 30, 2016 and the related consolidated subsidiaries as at the end of, and related statements of operations, shareholders’ equity and cash flows and changes in members’ equity of the Target and its consolidated subsidiaries for, for the fiscal quarters quarter ended March 31, 2019, June 30, 2019 and September 30, 2019 on that date (Ai) were prepared 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, and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, subsidiaries as of the date thereofthereof and their results of operations for the period covered thereby, subject, in the case of clauses (Ai) and (Bii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. (c) Since the Effective DateDecember 31, 2015, there has been no Material Adverse Effect.

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 Target On Location 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) The unaudited consolidated balance sheets of the Target On Location and its consolidated subsidiaries as at the end of, and related statements of operations, cash flows and changes in members’ equity of the Target On Location and its consolidated subsidiaries for, the fiscal quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 (the “Unaudited Financial Statements”) (A) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, and (B) fairly present in all material respects the financial condition of the Target On Location and its subsidiaries, as of the date thereof, subject, in the case of clauses (A) and (B), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described therein. (c) Since the Effective DateMarch 31, 2019, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (ii) fairly present in all material respects the financial condition of the Target Borrower and its consolidated subsidiaries Subsidiaries as of the respective dates date thereof and the consolidated their results of their operations for the respective periods then ended covered thereby in accordance with GAAP consistently applied during throughout the periods referred to thereincovered thereby, except as otherwise expressly indicated noted therein, including the notes thereto. (b) The unaudited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of operations, cash flows and changes in members’ equity of the Target and its consolidated subsidiaries for, the fiscal quarters ended March 31, 2019, sheet dated June 30, 2019 2016 of the Borrower and September 30the related consolidated statements of income or operations, 2019 shareholders’ equity and cash flows for the fiscal quarter ended on that date (Ai) were prepared in accordance with GAAP consistently applied during throughout the periods referred to thereincovered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, consolidated Subsidiaries as of the date thereofthereof and their results of operations for the periods covered thereby, subject, in the case of clauses (Ai) and (Bii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. (c) [Reserved.] (d) Since the Effective DateDecember 31, 2012, there has been no Material Adverse Effect.

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 Target Parent 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) The unaudited consolidated balance sheets of the Target Parent and its consolidated subsidiaries as at the end of, and related statements of operations, cash flows and changes in members’ equity of the Target and its consolidated subsidiaries for, the fiscal quarters ended March 31, 2019, June 30, 2019 and September the unaudited consolidated statements of income and cash flows for the six-month period ended June 30, 2019 (Ai) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, and (Bii) fairly present in all material respects the financial condition of the Target Parent and its subsidiaries, consolidated subsidiaries as of the date thereof, subject, in the case of clauses (Ai) and (B)ii) above, to the absence of footnotes and to normal year-end audit adjustments and adjustments, to any other adjustments described therein.therein and to the exclusion of any effects from (x) applying acquisition method accounting (including any purchase accounting adjustments) relating to any acquisition, including in accordance with FASB Accounting Standards Codification 805, or (y) accounting for revenue recognition in accordance with FASB Accounting Standards Codification 606, in each case with respect to any acquisition consummated on or prior to June 30, 2019; (c) Since the Effective Date, there has been no Material Adverse Effect.

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 Target 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) The unaudited consolidated balance sheets of the Target Borrower and its consolidated subsidiaries as at the end of, and related consolidated statements of operations, stockholder’s equity and cash flows and changes in members’ equity of the Target Borrower and its consolidated subsidiaries for, the fiscal quarters ended March April 30, 2021 and July 31, 2019, June 30, 2019 and September 30, 2019 2021 (Ai) were prepared in accordance with GAAP consistently applied during the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, as of the date thereof, subject, in the case of clauses (Ai) and (B)ii) above, to the absence of footnotes and to normal year-end audit adjustments and adjustments, to any other adjustments described therein. (c) Since the Effective Date, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a%3) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (ii) fairly present in all material respects the financial condition of the Target Borrower and its consolidated subsidiaries Subsidiaries as of the respective dates date thereof and the consolidated their results of their operations for the respective periods then ended covered thereby in accordance with GAAP consistently applied during throughout the periods referred to thereincovered thereby, except as otherwise expressly indicated noted therein, including the notes thereto. (ba) The unaudited consolidated balance sheets of the Target and its consolidated subsidiaries as at the end of, and related statements of operations, cash flows and changes in members’ equity of the Target and its consolidated subsidiaries for, the fiscal quarters ended sheet dated March 31, 20192017 of the Borrower and the related consolidated statements of income or operations, June 30, 2019 shareholders’ equity and September 30, 2019 cash flows for the fiscal quarter ended on that date (Ai) were prepared in accordance with GAAP consistently applied during throughout the periods referred to thereincovered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, consolidated Subsidiaries as of the date thereofthereof and their results of operations for the periods covered thereby, subject, in the case of clauses (Ai) and (Bii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. (b) [Reserved.] (c) Since the Effective DateDecember 31, 2016, there has been no Material Adverse Effect.

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, thereby and (ii) fairly present in all material respects the financial condition of the Target Borrower and its consolidated subsidiaries Subsidiaries as of the respective dates date thereof and the consolidated their results of their operations for the respective periods then ended period covered thereby in accordance with GAAP consistently applied during throughout the periods referred to therein, except as otherwise expressly indicated therein, including the notes theretoperiod covered thereby. (b) The unaudited consolidated balance sheets sheet of the Target Borrower dated March 31, 2014 and its the related consolidated subsidiaries as at the end of, and related statements of operations, income and cash flows and changes in members’ equity of the Target and its consolidated subsidiaries for, Borrower for the fiscal quarters three month period ended March 31, 2019, June 30, 2019 and September 30, 2019 2014 (Ai) were prepared in accordance with GAAP consistently applied during throughout the periods referred to therein, except as otherwise expressly indicated therein, including the notes thereto, period covered thereby and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, Subsidiaries as of the date thereofthereof and their results of operations for the period covered thereby, subject, in the case of clauses (Ai) and (Bii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. (c) The Borrower and its Subsidiaries have no Indebtedness, obligation or other unusual forward or long term commitment which is not fairly reflected in the foregoing financial statements or in the notes thereto. (d) Since the Effective DateDecember 31, 2013, there has been no Material Adverse Effect.

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, noted therein and (ii) fairly present in all material respects the financial condition of the Target Borrower and its consolidated subsidiaries as of the respective dates date thereof and the consolidated their results of their operations 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) The unaudited consolidated balance sheets sheet of the Target Borrower and its subsidiaries dated September 30, 2013 and the related consolidated subsidiaries as at the end of, and related statements of operations, shareholders’ equity and cash flows and changes in members’ equity of the Target and its consolidated subsidiaries for, for the fiscal quarters quarter ended March 31, 2019, June 30, 2019 and September 30, 2019 on that date (Ai) were prepared 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, and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, subsidiaries as of the date thereofthereof and their results of operations for the period covered thereby, subject, in the case of clauses (Ai) and (Bii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. (c) Since the Effective DateDecember 31, 2012, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (ii) fairly present in all material respects the financial condition of the Target and its consolidated subsidiaries entities to which they relate as of the respective dates thereof and the consolidated their results of their operations and cash flows for the respective periods then ended covered thereby in accordance in all material respects 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) The unaudited consolidated balance sheets sheet of the Target Borrower and its Subsidiaries as of June 30, 2021 and the related consolidated subsidiaries as at the end of, and related statements of operations, comprehensive income, -103- changes in stockholders’ equity and cash flows, as applicable) and cash flows and changes in members’ equity of for the Target and its consolidated subsidiaries for, the fiscal quarters six-month periods ended March 31, 2019, on June 30, 2019 2021 and September 30, 2019 2020 (Ai) were prepared in accordance in all material respects with GAAP consistently applied during throughout the periods referred to thereinperiod covered thereby, except as otherwise expressly indicated noted therein, including the notes thereto, and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, Subsidiaries as of the date thereofthereof and their results of operations for the periods covered thereby, subject, in the case of clauses (Ai) and (Bii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. (c) Since the Effective DateDecember 31, 2020, there has been no Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly indicated therein, including the notes thereto, noted therein and (ii) fairly present in all material respects the financial condition of the Target and its consolidated subsidiaries entities to which they relate as of the respective dates thereof and the consolidated their results of their operations and cash flows for the respective periods then ended covered thereby in accordance in all material respects 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) The unaudited consolidated balance sheets sheet of the Target Borrower and its Subsidiaries as of June 30, 2021 and the related consolidated subsidiaries as at the end of, and related statements of operations, comprehensive income, changes in stockholders’ equity and cash flows, as applicable) and cash flows and changes in members’ equity of for the Target and its consolidated subsidiaries for, the fiscal quarters six-month periods ended March 31, 2019, on June 30, 2019 2021 and September 30, 2019 2020 (Ai) were prepared in accordance in all material respects with GAAP consistently applied during throughout the periods referred to thereinperiod covered thereby, except as otherwise expressly indicated noted therein, including the notes thereto, and (Bii) fairly present in all material respects the financial condition of the Target Borrower and its subsidiaries, Subsidiaries as of the date thereofthereof and their results of operations for the periods covered thereby, subject, in the case of clauses (Ai) and (Bii), to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described thereinadjustments. (c) Since the Effective DateDecember 31, 2020, there has been no Material Adverse Effect.