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

Financial Condition; No Material Adverse Effect. (a) The Borrower Representative has heretofore furnished to the Lenders the Historical Financial Statements, in each case, presenting fairly in all material respects the consolidated financial position of Osmotica Cyprus and its subsidiaries and of Vertical/Trigen and its subsidiaries at the date of said Historical Financial Statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date. (c) 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 and results of operations and Cash flows of Holdings and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to, in the case of the unaudited financial statements, the absence of footnotes and audit and normal year-end adjustments. (d) After giving effect to the Transactions, since December 31, 2014, there have been no events, changes, developments or effects 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) The Borrower Representative Company has heretofore furnished to the Lenders the Historical Financial Statements, in each case, presenting fairly in all material respects the consolidated financial position of Osmotica Cyprus and its subsidiaries and of Vertical/Trigen and its subsidiaries at the date of said Historical Financial Statements Administrative Agent and the results for Lenders its consolidated balance sheet, and the respective periods covered thereby. All such financial related consolidated or condensed consolidated, as applicable, statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements of income, cash flows and subject, in the case shareholders’ equity of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings Company and its Subsidiaries as of and for the fiscal year ended December 31, 2019, audited by PricewaterhouseCoopers, independent certified public accountants, certified by an Authorized Officer that such date. (c) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, fairly in all material respects, the financial position condition and results of operations and Cash flows of Holdings the Company and its Subsidiaries as of such dates and for such periods periods. Such financial statements were prepared in accordance with GAAP, GAAP applied on a consistent basis (subject to, in the case of the unaudited financial statements, to the absence of footnotes and audit footnote disclosure and normal year-end adjustmentsaudit adjustments other than as expressly set forth therein). (db) After giving effect Since the date of the audited financial statements of the Company that have most recently been delivered pursuant to the Transactions, since December 31, 2014Section 5.01(a), there have has been no events, changes, developments event or effects development that have had, has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. (c) Except as disclosed to the Administrative Agent in writing or as referred to, reflected in, or provided for the financial statements provided thereto, none of the Borrowers or any Subsidiary has any material contingent liabilities, material liabilities for taxes, unusual and material forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the consolidated balance sheets of the Company or as otherwise disclosed to the Lenders or their advisors in writing.

Financial Condition; No Material Adverse Effect. (a) The Initial Financial Statements of the Borrower Representative has heretofore furnished to (i) have been prepared by the Lenders Borrower in good faith, based on the Historical Financial Statements, in each case, presenting fairly in all material respects assumptions believed by the consolidated financial position of Osmotica Cyprus and its subsidiaries and of Vertical/Trigen and its subsidiaries at Borrower on the date of said Historical Financial Statements and the results for Registration Statement to be reasonable in light of the respective periods covered thereby. All then-existing conditions (it being understood that such pro forma financial statements are based upon professional opinions, estimates and adjustments and that the Loan Parties do not warrant that such opinions, estimates and adjustments will ultimately prove to have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date. (c) The financial statements most recently provided pursuant to Section 5.01(a) or (baccurate), as applicable, and (ii) present fairly, in all material respects, the pro forma effect of transactions that are directly attributable to the Midstream MLP IPO Transactions, are factually supportable, and with respect to the statements of operations, expected to have a continuing impact on the combined results, had the transactions to be effected at the closing of the Midstream MLP IPO occurred at December 31, 2016 (or, to the extent pro forma financial position and results statements of operations and Cash flows of Holdings and its Subsidiaries as of such dates and the Borrower for such periods the fiscal quarter ended March 31, 2017 are included in accordance with GAAPthe Registration Statement, subject toat March 31, 2017), in the case of the unaudited financial statementspro forma combined balance sheet, and at January 1, 2016 in the case of the unaudited pro forma combined statement of operations. The Initial Financial Statements of the Predecessor present fairly, in all material respects, the absence combined financial position and combined results of footnotes operations of the Predecessor as of their dates and audit and normal year-end adjustmentsfor the periods covered thereby in conformity with GAAP. (db) After giving effect to the Transactions, since Since December 31, 20142016, there have has been no eventsevent, changes, developments development or effects circumstance that have had, has had or would reasonably be expected to havehave a material adverse effect on the business, individually assets, liabilities, operations or in financial condition of the aggregateBorrower and its Restricted Subsidiaries, taken as a Material Adverse Effectwhole.

Financial Condition; No Material Adverse Effect. (a) The Borrower Representative has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, operations and cash flows (i) as of and for the Historical Financial Statementsfiscal year ended 2016, in each casereported on by Deloitte & Touche LLP, presenting independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2017, certified by its chief financial officer. Such financial statements present fairly in all material respects the consolidated financial position of Osmotica Cyprus and its subsidiaries and of Vertical/Trigen and its subsidiaries at the date of said Historical Financial Statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date. (c) 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 and results of operations and Cash cash flows of Holdings the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to, to year‑end audit adjustments and the absence of footnotes in the case of the unaudited financial statements, the absence of footnotes and audit and normal year-end adjustmentsstatements referred to in clause (ii) above. (db) After giving effect Neither the Borrower nor any Subsidiary has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the financial statements referred to in Section 3.4(a) or in the Transactions, notes thereto. No Material Adverse Effect has occurred since December 31, 20142016, there have been and no events, changes, developments other facts or effects circumstances exist nor has any development or event occurred that have had, had or would could reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect. (c) All balance sheets, all statements of income, of operations and of cash flows and all other financial information of the Borrower and its Subsidiaries furnished pursuant to Section 5.1 have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly in all material respects the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended.

Financial Condition; No Material Adverse Effect. (a) The Borrower Representative has heretofore furnished to the Lenders (i) consolidated and consolidating balance sheet and statements of income, equity and cash flows as of and for the Historical Financial Statementsfiscal year ended 2013, in each casereported on by Hxxx & Associates, presenting LLP, independent public accountants, and (ii) consolidated financial statements as of and for the fiscal quarters ended March 31, 2014 and June 30, 2014, certified by its chief financial officer. Such financial statements present fairly in all material respects the consolidated financial position of Osmotica Cyprus and its subsidiaries and of Vertical/Trigen and its subsidiaries at the date of said Historical Financial Statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date. (c) 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 and results of operations and Cash cash flows of Holdings the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to, to year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements, the absence of footnotes and audit and normal year-end adjustmentsstatements referred to in clause (ii) above. (db) After giving effect Except as set forth on Schedule 3.4, no Loan Party has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the financial statements referred to in Section 3.4(a) or in the Transactions, notes thereto. No Material Adverse Effect has occurred since December 31, 20142013, there have been and no events, changes, developments other facts or effects circumstances exist that have had, had or would could reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect. (c) All balance sheets, all statements of income and of cash flows and all other financial information of the Borrower and its Subsidiaries furnished pursuant to Section 5.1(a) and (b) have been and will for periods following the Effective Date be prepared in accordance with GAAP consistently applied with the financial statements referred to in Section 3.4(a), and do or will present fairly in all material respects the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended.

Financial Condition; No Material Adverse Effect. (a) The Initial Financial Statements of the Borrower Representative has heretofore furnished to (i) have been prepared by the Lenders Borrower in good faith, based on the Historical Financial Statements, in each case, presenting fairly in all material respects assumptions believed by the consolidated financial position of Osmotica Cyprus and its subsidiaries and of Vertical/Trigen and its subsidiaries at Borrower on the date of said Historical Financial Statements and the results for Registration Statement to be reasonable in light of the respective periods covered thereby. All then-existing conditions (it being understood that such pro forma financial statements are based upon professional opinions, estimates and adjustments and that the Loan Parties do not warrant that such opinions, estimates and adjustments will ultimately prove to have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date. (c) The financial statements most recently provided pursuant to Section 5.01(a) or (baccurate), as applicable, and (ii) present fairly, in all material respects, the financial position pro forma effect of transactions that are directly attributable to the Midstream MLP IPO Transactions, are factually supportable, and results with respect to the statements of operations and Cash flows operations, expected to have a continuing impact on the combined results, had the transactions to be effected at the closing of Holdings and its Subsidiaries as of such dates and for such periods in accordance with GAAPthe Midstream MLP IPO occurred at September 30, subject to2014, in the case of the unaudited financial statementspro forma condensed combined balance sheet, and at January 1, 2013 in the case of the unaudited pro forma condensed combined statements of operations. The Initial Financial Statements of the Predecessor present fairly, in all material respects, the absence combined financial position and combined results of footnotes operations of the Predecessor as of their dates and audit and normal year-end adjustmentsfor the periods covered thereby in conformity with GAAP. (db) After giving effect to the Transactions, since December 31Since September 30, 2014, there have has been no eventsevent, changes, developments development or effects circumstance that have had, has had or would reasonably be expected to havehave a material adverse effect on the business, individually assets, liabilities, operations or in financial condition of the aggregateBorrower and its Restricted Subsidiaries, taken as a Material Adverse Effectwhole.

Financial Condition; No Material Adverse Effect. (a) The Borrower Representative has heretofore furnished to Audited Financial Statements and the Lenders Unaudited Financials Statements (i) were prepared in accordance with GAAP consistently applied throughout the Historical period covered thereby, except as otherwise expressly indicated therein and, in the case of the Unaudited Financial Statements, in each casesubject to year-end adjustments and the lack of accruals for taxes and the absence of footnotes, presenting and (ii) fairly present in all material respects the consolidated financial position of Osmotica Cyprus the TPargent (or its predecessor, if applicable) and its consolidated subsidiaries and as of Vertical/Trigen and its subsidiaries at the date of said Historical Financial Statements respective dates thereof and the consolidated results of their operations for the respective periods covered thereby. All such financial statements have been prepared then ended in accordance with GAAP consistently applied during the periods referred to therein, except to the extent provided in the notes to said financial statements and subjectas otherwise expressly indicated therein and, in the case of the unaudited financial statementsUnaudited Financial Statements, subject to audit and normal year-end adjustments or the lack of accruals for taxes and the absence of footnotes. (b) The pro forma combined consolidated balance sheet Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the Holdings date of delivery thereof, and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of present fairly in all material respects the pro forma consolidated estimated financial position of Holdings the Borrower and its Subsidiaries as of such date. (c) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicable, present fairly, in all material respects, if the financial position and results of operations and Cash flows of Holdings and its Subsidiaries Transactions had occurred as of such dates and for such periods in accordance with GAAP, subject to, the relevant date (in the case of any pro forma consolidated balance sheet) or at the unaudited financial statements, beginning of such period (in the absence case of footnotes and audit and normal year-end adjustments. any pro forma statement of income or operations). (dcb) After giving effect to Since the Transactions, since December 31, 2014Effective Date, there have has been no events, changes, developments or effects 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) The Borrower Representative Agent has heretofore furnished to Administrative Agent and the Lenders the Historical Financial Statements, in each case, presenting fairly in all material respects (a) the consolidated financial position balance sheet and statements of Osmotica Cyprus operations, stockholders’ equity and cash flows of Parent and its subsidiaries Subsidiaries as of and for the Fiscal Year ended December 31, 2020, reported on by Deloitte & Touche LLP, independent public accountants and (b) consolidated balance sheet and statements of Vertical/Trigen operations, stockholders’ equity and cash flows of Parent and its subsidiaries at the date of said Historical Financial Statements and the results Subsidiaries for the respective periods covered therebyFiscal Quarter ended September 30, 2021. All such Such financial statements have been are prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date. (c) 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 and results of operations and Cash cash flows of Holdings Parent and its Subsidiaries (mutatis mutandis) as of such dates date and for such periods period in accordance with GAAP, subject to, in the case of the unaudited financial statements, the absence of footnotes and audit and normal year-end adjustments. (db) After Since December 31, 2020, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. (c) No Borrower nor any Restricted Subsidiary has, on the date hereof after giving effect to the Transactions, since December 31any Material Debt (including Disqualified Capital Stock) or any Contingent Obligations, 2014off-balance sheet liabilities or partnerships, there have been no eventsliabilities for taxes, changesunusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, developments except for this Agreement, the Secured Notes under the Secured Notes Indenture, the Term Loan Agreement or effects that have had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectas shown on Schedule 9.1.4.

Financial Condition; No Material Adverse Effect. (a) The Borrower Representative has heretofore furnished to the Lenders the Historical Financial Statements, in each case, presenting Statements present fairly in all material respects the consolidated financial position and results of Osmotica Cyprus and its subsidiaries and operations of Vertical/Trigen and its subsidiaries the Credit Parties at the date respective dates of said Historical Financial Statements such information and the results for the respective periods covered thereby, subject in the case of unaudited financial information, to changes resulting from normal year end audit adjustments and to the absence of footnotes. All such The Historical Financial Statements and all of the balance sheets, all statements of income and of cash flow and all other financial statements information furnished pursuant to DB1/ 110631747.4 68 DMSLIBRARY01\28390\059001\36918934.v2-5/20/20 Section 8.01 have been and will for all periods following the Closing Date be prepared in accordance with GAAP consistently applied except applied. All of the financial information furnished pursuant to Section 8.01 presents fairly in all material respects the extent provided in financial position and results of operations of the notes to said financial statements Credit Parties at the respective dates of such information and subjectfor the respective periods covered thereby, subject in the case of the unaudited financial statementsinformation, to changes resulting from normal year end audit and normal year-end adjustments and to the absence of footnotes. (b) The pro forma combined consolidated balance sheet There are no material liabilities of any Credit Party of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in any such liabilities, other than those liabilities provided for or disclosed in the Holdings and its Subsidiaries most recently delivered financial statements pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date8.01 or otherwise disclosed hereunder. (c) 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 and results of operations and Cash flows of Holdings and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to, in the case of the unaudited financial statements, the absence of footnotes and audit and normal year-end adjustments. (d) After giving effect to the Transactions, since Since December 31, 20142018, there have has been no eventscircumstance, changesevent or occurrence, developments and no fact is known to the Credit Parties that has resulted in or effects that have had, or would could reasonably be expected to have, individually or result in the aggregate, a Material Adverse Effect.

Financial Condition; No Material Adverse Effect. (a) The Borrower Representative has heretofore furnished to the Lenders the Historical Financial Statementsa balance sheet and statements of income, in each case, presenting fairly in all material respects the consolidated financial position stockholders’ equity and cash flows of Osmotica Cyprus Globant S.A. (Luxembourg) and its subsidiaries Subsidiaries on a Consolidated basis as of and of Vertical/Trigen and its subsidiaries at the date of said Historical Financial Statements and the results for the respective periods covered therebyfiscal year ended 2017, audited on by independent public accountants. All such Such financial statements have been were prepared in accordance with GAAP IFRS consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date. (c) The financial statements most recently provided pursuant to Section 5.01(a) or (b), as applicableapplied, present fairly, in all material respects, fairly the financial position and results of operations and Cash cash flows of Holdings Globant S.A. (Luxembourg) and its Subsidiaries on a Consolidated basis as of such dates and for such periods in accordance with GAAP, subject to, in the case of the unaudited financial statements, the absence of footnotes and audit and normal year-end adjustmentsperiods. (da) After giving effect No Loan Party has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the financial statements referred to in Section 3.4(a) or in the Transactions, notes thereto. No Material Adverse Effect has occurred since December 31, 2014, there have been 2017 and no events, changes, developments other facts or effects circumstances exist nor has any development or event occurred that have had, has had or would could reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse EffectEffect (other than the Disclosed Matters, but only to the extent amounts paid in respect of any or all Disclosed Matters do not exceed in the aggregate $1,500,000). (b) All balance sheets, all statements of income and of cash flows and all other financial information of Globant S.A. (Luxembourg) and its Subsidiaries furnished pursuant to Section 5.1 have been and will for periods following the Effective Date be prepared in accordance with IFRS consistently applied, and do or will present fairly the financial condition of the Persons covered thereby on a Consolidated basis as at the dates thereof and the results of their operations for the periods then ended. (c) The forecasted balance sheet and statements of income and cash flows of Globant S.A. (Luxembourg) and its Subsidiaries delivered pursuant to Section 5.1(d) were prepared on a Consolidated basis in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Globant S.A. (Luxembourg)’s reasonable estimate of its future financial condition and performance, it being understood that such forecasts (i) are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, that no assurance can be given that any particular projections will be realized, the actual results may differ and that such differences may be material and (ii) are not a guarantee of performance.

Financial Condition; No Material Adverse Effect. (a) The Borrower Representative has heretofore furnished to the Lenders the Historical Financial Statements, in each case, presenting fairly in all material respects (i) the consolidated financial position statements of Osmotica Cyprus the Company and its subsidiaries Consolidated Subsidiaries as of and of Vertical/Trigen and its subsidiaries at the date of said Historical Financial Statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements fiscal year ended December 31, 2023, reported on by Ramirez Jimenez International CPAs and subject, in the case of (ii) the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet and statements of income, members’ equity and cash flows of the Holdings Company and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Consolidated Subsidiaries as of such date. (c) The and for each fiscal quarter ended March 31, 2024. Such financial statements 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 cash flows of Holdings the Company and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to, to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements, the absence of footnotes and audit and normal year-end adjustments. (db) After giving effect to the Transactions, since Since December 31, 20142023, there have has been no eventsevent, changes, developments development or effects circumstance that have had, has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. (c) Neither the Company nor any Subsidiary has on the Closing Date any material Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 1.02(c)) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Effect. (a) The Borrower Representative has heretofore furnished to the Lenders the Historical Financial Statements, in each case, presenting fairly in all material respects the consolidated financial position of Osmotica Cyprus engineering report and its subsidiaries and of Vertical/Trigen and its subsidiaries at the date of said Historical Financial Statements and the results for the respective periods covered thereby. All such financial lease operating statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(cSections 6.01(q) presents a good faith estimate of and (r) prepared internally by the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date. (c) The financial Borrower. Such statements 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 cash flows of Holdings the Borrower and its Consolidated Restricted Subsidiaries as of such dates and for such periods. (b) The most recent financial statements furnished pursuant to Section 8.01(a) and Section 8.01(b) present fairly, in all material respects, the financial condition of Borrower and its Consolidated Restricted Subsidiaries on a consolidated basis, as of the dates and for the periods set forth above in accordance with IFRS or GAAP, as applicable, subject to, to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements, the absence of footnotes and audit and normal year-end adjustments. (dc) After Since the later of (i) the date hereof and (ii) date of the financial statements most recently delivered pursuant to Section 8.01(a), and after giving effect to the Transactions, since December 31, 2014, there have has been no eventsevent, changes, developments development or effects circumstance that have had, has had or would could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect. (d) Neither the Borrower nor any other Group Member has on the date of this Agreement any Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, off- balance sheet liabilities or partnerships, or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments other than in respect of the Secured Obligations or as otherwise permitted hereunder.

Financial Condition; No Material Adverse Effect. (a) The Borrower Representative has Loan Parties have heretofore furnished to the Lenders (i) (A) the Historical Financial Statementsconsolidated balance sheets and related statements of operations, cash flows and equity of the Company and its consolidated Subsidiaries as of and for the fiscal year ended July 30, 2011 and (B) the consolidated balance sheets and related statements of comprehensive income, cash flows and equity of the Company and its consolidated Subsidiaries as of and for the fiscal year ended July 28, 2012, in each case, presenting fairly in all material respects audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accounting firm, and (ii) the unaudited consolidated financial position balance sheets and related statements of Osmotica Cyprus operations, comprehensive income and cash flows of the Company and its subsidiaries and of Vertical/Trigen and its subsidiaries at the date of said Historical Financial Statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to audit and normal year-end adjustments and the absence of footnotes. (b) The pro forma combined consolidated balance sheet of the Holdings and its Subsidiaries delivered pursuant to Section 4.01(c) presents a good faith estimate of the pro forma consolidated financial position of Holdings and its Subsidiaries as of such date. (c) The and for each of the fiscal quarters and the portions of the fiscal year ended January 26, 2013 and October 27, 2012. Such financial statements 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 cash flows of Holdings the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to, to year-end audit adjustments and the absence of footnotes in the case of the unaudited financial statements, the absence of footnotes and audit and normal year-end adjustmentsstatements referred to in clause (ii) above. (db) After Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Materials and except for the Disclosed Matters, after giving effect to the Transactions, since December 31neither the Company nor any Subsidiary has, 2014as of the Third Restatement Effective Date, any material contingent liabilities, material unusual long-term commitments or material unrealized losses. (c) Since July 28, 2012, there have has been no eventsevent, changes, developments development or effects circumstance that have has had, or would could reasonably be expected to have, individually a material adverse effect on the business, assets, results of operations or in financial conditions of the aggregateCompany and the Subsidiaries, taken as a Material Adverse Effectwhole.