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

Financial Condition; No Material Adverse Effect. (a) After the Closing Date, the financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position, 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, (w) except as otherwise expressly noted therein, (x) subject, in the case of financial statements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end audit adjustments and (y) except as may be necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) After The financial statements (i) provided pursuant to Section 4.01(c) and (ii) after the Closing Date, the financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position, 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, (wx) except as otherwise expressly noted therein, (xy) subject, in the case of quarterly financial statements provided pursuant to Section 5.01(a)statements, to the absence of footnotes and normal year-end audit adjustments and (yz) except as may be necessary to reflect any differing entity and/or entities and organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) After the Closing Date, the financial statements most recently provided pursuant to Section ‎Section 5.01(a) or (b‎(b), as applicable, present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower Persons covered thereby on a consolidated basis as of such dates and for such periods in accordance with GAAP, (w) except as otherwise expressly noted therein, (x) subject, in the case of quarterly financial statements provided pursuant to Section 5.01(a)statements, to the absence of footnotes and normal year-end audit adjustments and (y) except as may be necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) After The combined financial statements contained in the Form S-1 and, after the Closing Date, the financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower Parent on a consolidated basis as of such dates and for such periods in accordance with GAAP, (wx) except as otherwise expressly noted therein, (xy) subject, in the case of financial statements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end audit adjustments and (yz) except as may be necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing DateSeptember 30, 2019, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) After the Closing Date, the financial statements most recently provided pursuant to Section ‎Section 5.01(a) or (b‎(b), as applicable, present fairly, in all material respects, the financial position, results of operations and cash flows of the Parent Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (w) except as otherwise expressly noted therein, (x) subject, in the case of financial statements provided pursuant to Section ‎Section 5.01(a), to the absence of footnotes and normal year-year- end audit adjustments and (y) except as may be necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) After the Closing Date, the The financial statements most recently provided pursuant to Section 5.01(a) or (b)) hereunder, as applicable, present fairly, in all material respects, the financial position, position and results of operations and cash flows of the Lead Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (wx) except as otherwise expressly noted therein, (xy) subject, in the case of financial statements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end audit adjustments and (yz) except as may be necessary to reflect any differing entity and/or entities and organizational structure prior to giving effect to the Transactions. (b) Since the Closing Second Amendment Effective Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) After the Closing Date, the The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the consolidated financial position, condition and results of operations and cash flows of the Administrative Borrower on a consolidated basis and its subsidiaries as of such dates and for such periods in accordance with GAAP, (wx) except as otherwise expressly noted therein, (xy) subject, in the case of financial statements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end audit adjustments and (yz) except as may be necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) After the Closing Date, the financial statements most recently provided pursuant to Section ‎Section 5.01(a) or (b‎(b), as applicable, present fairly, in all material respects, the financial position, results of operations and cash flows of the Parent Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (w) except as otherwise expressly noted therein, (x) subject, in the case of financial statements provided pursuant to Section ‎Section 5.01(a), to the absence of footnotes and normal year-end audit adjustments and (y) except as may be necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) After the Closing Date, the financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, the financial position, results of operations and cash flows of the Parent Borrower on a consolidated basis as of such dates and for such periods in accordance with GAAP, (w) except as otherwise expressly noted therein, (x) subject, in the case of financial statements provided pursuant to Section 5.01(a), to the absence of footnotes and normal year-end audit adjustments and (y) except as may be necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions. (b) Since the Closing Date, there have been no events, developments or circumstances that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.