Financial Condition; SEC Filings. (a) For the period ended September 30, 2011 (and additionally for the months ended October 31, 2011, November 30, 2011 and December 31, 2011 with respect to the Company and its Subsidiaries), the Principal Companies have heretofore delivered to the Lenders and the Agent, at the Lenders’ and Agent’s request, the financial statements and information set forth in Schedule 5.3. All such statements were prepared in conformity with Third Amended & Restated Credit Agreement GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments (which will not be material in amount and effect) and the absence of footnotes required by GAAP. No Principal Company or any of its Subsidiaries has (and will not have following the extension of the Loans) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that, as of the Closing Date, is not reflected in the foregoing financial statements or the notes thereto and that, in any such case, is material in relation to the business, operations, Properties, condition (financial or otherwise) or prospects of such Principal Company or any of its Subsidiaries. No Principal Company or any of its Subsidiaries has entered into any off-balance sheet arrangements or transactions. During the past three years, no Principal Company or any of its Subsidiaries have restated any of their financial statements and no Principal Company or any of its Subsidiaries is aware of any facts which may require such restatement.
Financial Condition; SEC Filings. (a) The Borrower has furnished the Purchasers with true, correct and complete copies of (collectively, the “Financial Statements”): (i) the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2017, 2016 and 2015, and the related audited consolidated statements of operations and comprehensive (loss) income, shareholders’ equity and cash flows for each of the Fiscal Years in the three-year period ended December 31, 2017, together with the notes thereto and the reports thereon as of December 31, 2017, certified by the Borrower’s independent certified public accountants, and (ii) draft unaudited consolidated balance sheets of the Borrower and its Subsidiaries for the Fiscal Quarter ended as of September 30, 2018 and the related draft unaudited consolidated statements of operations and comprehensive (loss) income, changes in shareholders’ equity and cash flows for such nine (9) month period. The audited Financial Statements fairly present, in all material respects, the financial position of the Borrower, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein, and are in conformity with the past historical practices of the Borrower, with GAAP consistently applied during the periods involved. The draft unaudited Financial Statements were prepared in good faith by the Borrower from its books and records and, to the Knowledge of the Borrower, fairly present in all material respects, the financial position of the Borrower, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein. Except as set forth on Schedule 6.12, as of the dates of the Financial Statements, neither the Borrower nor any Subsidiary had any known obligation, Indebtedness or liability (whether accrued, absolute, contingent or otherwise, and whether due or to become due), which was not reflected or reserved against in the balance sheets which are part of the Financial Statements, except for those incurred in the ordinary course of business and which are fully reflected on the books of account of the Borrower or its Subsidiaries, as applicable.
Financial Condition; SEC Filings. The audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2004 and 2003 and the related consolidated statements of operations, common stockholders’ capital deficiency and cash flows of the Company and its Subsidiaries for the three-year period ended December 31, 2004, certified by the Company’s independent certified public accountants and included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, copies of which have been delivered to the Purchaser, were prepared in accordance with GAAP, have been prepared from, and are consistent with, the books and records of the Company and its Subsidiaries and fairly present the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods then ended. None of the Company or any of its Subsidiaries had at December 31, 2004 any material contingent liabilities, liabilities for Taxes or long-term leases, unusual forward or long-term commitments or unrealized or unanticipated losses from any unfavorable commitments in each case either (i) of a type required by GAAP to be disclosed in the audited consolidated financial statements of the Company and its Subsidiaries as of December 31, 2004 and not so disclosed or (ii) except as are described in Schedule 2.5 attached hereto.
