Common use of Financial Condition; SEC Filings Clause in Contracts

Financial Condition; SEC Filings. (a) For the period ended June 30, 2010 (and additionally for the months ended July 31, 2010 and August 31, 2010 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 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. (b) Except as set forth on Schedule 5.3, all statements, reports, schedules, forms and other documents (the “SEC Documents”) required to have been filed or furnished by any Principal Company with or to the SEC since April 4, 2007 have been so filed or furnished on a timely basis. No Subsidiary of any Principal Company is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC as of the date of filing: (i) each of the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by the filing or furnishing of the applicable amending or superseding SEC Document. Each of the certifications and statements relating to SEC Documents required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (collectively, the “Certifications”) is accurate and complete, and complied as to form and content with all Applicable Laws in effect at the time such Certification was filed with or furnished to the SEC.

Financial Condition; SEC Filings. (a) For the period ended June September 30, 2010 2011 (and additionally for the months ended July October 31, 2010 2011, November 30, 2011 and August December 31, 2010 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 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. (b) Except as set forth on Schedule 5.3, all statements, reports, schedules, forms and other documents (the “SEC Documents”) required to have been filed or furnished by any Principal Company with or to the SEC since April 4, 2007 have been so filed or furnished on a timely basis. No Subsidiary of any Principal Company is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC as of the date of filing: (i) each of the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by the filing or furnishing of the applicable amending or superseding SEC Document. Each of the certifications and statements relating to SEC Documents required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (collectively, the “Certifications”) is accurate and complete, and complied as to form and content with all Applicable Laws in effect at the time such Certification was filed with or furnished to the SEC.

Financial Condition; SEC Filings. (a) For 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, 2016, 2015 and 2014, 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 June 30December 31, 2010 2016, together with the notes thereto and the reports thereon as of December 31, 2016, certified by the Borrower’s independent certified public accountants, and (ii) the unaudited consolidated balance sheet of the Borrower and additionally its Subsidiaries for the months Fiscal Quarter ended July as of March 31, 2010 and August 31, 2010 with respect to the Company and its Subsidiaries), the Principal Companies have heretofore delivered to the Lenders 2017 and the Agentrelated unaudited consolidated statements of operations and comprehensive (loss) income, at the Lenderschanges in shareholders’ equity and Agent’s request, the financial statements and information set forth in Schedule 5.3cash flows for such period. All such statements were prepared in conformity with GAAP and The Financial Statements fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements Borrower, as at of the respective dates thereof 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 thatthereof, as of the Closing Daterespective dates or for the respective periods set forth therein, is and are in conformity with the past historical practices of the Borrower, with GAAP consistently applied during the periods involved. 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 foregoing financial statements 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 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 restatementas applicable. (b) Except as set forth on Schedule 5.36.12, all statements, reports, schedules, forms and other documents (the “SEC Documents”) required to have been filed or furnished by any Principal Company Loan Party with or to the SEC since April 4from January 1, 2007 2016 through the Closing Date have been so filed or furnished on a timely basisbasis (other than any immaterial Form 3, 4, 5 or 8-K filings or any filings relating solely to benefit plans). No Subsidiary of any Principal Company Loan Party is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC as of the date of filingSEC: (i) each of the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be); and (ii) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by the filing or furnishing of the applicable amending or superseding SEC Document. Each of the certifications and statements relating to SEC Documents required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (32) 18 U.S.C. §1350 (Section 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act) (collectively, the “Certifications”) is accurate and complete, and complied as to form and content with all Applicable Laws in effect at the time such Certification was filed with or furnished to the SEC.

Financial Condition; SEC Filings. (a) For 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 June 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, 2010 (and additionally for the months ended July 31, 2010 and August 31, 2010 with respect to the Company and its Subsidiaries), the Principal Companies have heretofore delivered to the Lenders 2018 and the Agentrelated draft unaudited consolidated statements of operations and comprehensive (loss) income, at the Lenderschanges in shareholders’ equity and Agent’s request, the financial statements and information set forth in Schedule 5.3cash flows for such nine (9) month period. All such statements were prepared in conformity with GAAP and The audited Financial Statements fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements Borrower, as at of the respective dates thereof 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 thatthereof, as of the Closing Daterespective dates or for the respective periods set forth therein, is 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 foregoing financial statements 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 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 restatementas applicable. (b) Except as set forth on Schedule 5.36.12, all statements, reports, schedules, forms and other documents (the “SEC Documents”) required to have been filed or furnished by any Principal Company Loan Party with or to the SEC since April 4January 1, 2007 2017 have been so filed or furnished on a timely basis. No Subsidiary of any Principal Company Loan Party is required to file or furnish any documents with or to the SEC. As of the time it was filed with or furnished to the SEC as of the date of filing: (i) each of the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case may be)Act; and (ii) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by the filing or furnishing of the applicable amending or superseding SEC Document. Each of the certifications and statements relating to SEC Documents required by: (1) the SEC’s Order dated June 27, 2002 pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460); (2) Rule 13a-14 or 15d-14 under the Exchange Act; or (3) 18 U.S.C. §1350 (Section 906 of the Xxxxxxxx-Xxxxx Act) (collectively, the “Certifications”) is accurate and complete, and complied as to form and content with all Applicable Laws in effect at the time such Certification was filed with or furnished to the SEC.