Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998. (b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date. (c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet sheets of the Borrower -------------------------------- Company and its consolidated Subsidiaries as at December 31, 1998 1999, and the related consolidated statements of income and of earnings, cash flows and shareholders' equity for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at June September 30, 1999 2000 and the related unaudited consolidated statements of income earnings and of cash flows for the sixnine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixnine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Subsidiaries (taken as a whole) had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationGuaranty, contingent liability or liability for taxes, or any long-long- term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During Except as disclosed in filings with the Securities and Exchange Commission made by the Company on or prior to December 15, 2000 during the period from December 31, 1998 1999 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified other than any such sale, transfer or other disposition or purchase or acquisition that was permitted by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 1998 2003 and the related consolidated statements statement of income income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such said date, reported on by PricewaterhouseCoopers LLP, copies with the opinion thereon of which have Ernst & Young LLP heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, Administrative Agent and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at June 30March 31, 1999 2004 and the their related unaudited consolidated statements of income income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the six-three month period ended on such date, certified by a Responsible Officer, copies of which have date heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of their its operations and their consolidated cash flows for the six-fiscal year and the three month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statementsending on said dates, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible OfficerGAAP, as the case may be, and as disclosed therein; applied on a consistent basis (subject, in the case of unaudited the interim financial statements, to normal year-end adjustments and the absence of footnotesadjustments). Neither the Borrower nor any of its consolidated Subsidiaries had, at Subsidiary has on the date of the most recent balance sheet referred to above, Closing Date any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other financial derivative, which is not reflected provided for in the foregoing statements Financial Statements or in Schedule 7.02. As of the notes thereto. During the period from Closing Date, since December 31, 1998 to and including the date hereof 2003, there has been no sale, transfer change or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998event having a Material Adverse Effect.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet of the Borrower AMERCO and its consolidated Subsidiaries as at December for the fiscal year ended March 31, 1998 2012 and the related audited consolidated statements of income operations, stockholders’ equity and of cash flows for the fiscal year ended on such date, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers BDO USA LLP, copies of which have heretofore been furnished to each Lenderthe Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower AMERCO and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. .
(b) The unaudited consolidated balance sheet of the Borrower AMERCO and its consolidated Subsidiaries as at June 30December 31, 1999 2012 and the related unaudited consolidated statements of income and of cash flows for the sixnine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative AgentAgent and each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower AMERCO and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixnine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). .
(c) All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower AMERCO nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-long term lease or unusual forward or long-long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 2012 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower AMERCO or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower AMERCO and its consolidated Subsidiaries at December 31, 19982012.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Amerco /Nv/)
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower NAVL and its consolidated Subsidiaries as at of December 31, 1998 2000, December 31, 2001 and December 31, 2002 and the related audited consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lenderpresent fairly, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal year years then ended, of NAVL and its consolidated Subsidiaries. The unaudited consolidated balance sheet of the Borrower NAVL and its consolidated Subsidiaries as at June September 30, 1999 2003, and the related unaudited consolidated statements of income and of cash flows for the sixnine-month period ended on such date, certified by a Responsible Officerpresent fairly, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixnine-month period then ended ended, of NAVL and its consolidated Subsidiaries (subject to the omission of notes and to normal year-end audit adjustments and the absence of footnotesother adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such accountants or a Responsible Officer, as the case may beOfficer of NAVL, and as disclosed therein; subjectin any such schedules and notes, in and subject to the case omission of notes from such unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 2002 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Parent Borrower or any of its consolidated Subsidiaries of any material part of its the business or property andof the Parent Borrower and its consolidated Subsidiaries, other than the Vital Choice Acquisitiontaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries at December 31Subsidiaries, 1998taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
(b) The pro forma consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "“Pro Forma Balance Sheet"”), a copy of which has heretofore been provided furnished to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as of June 30, 2003, adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing consummation of the loans outstanding under the Existing Credit AgreementTransactions, (ii) the receipt by the Parent Borrower of the net cash proceeds to Holding from the Holding IPO, (iii) the making of the Revolving Extensions of Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents thereof as contemplated hereby, and the Vital Choice Acquisition Documents, (iv) the consummation payment/credit of the Vital Choice Acquisition actual or estimated fees, expenses, financing costs and (v) the payment of all fees and expenses tax payments/credits related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheettransactions contemplated hereby and thereby. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been Sheet was prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as Article 11 (Pro Forma Financial Information) of Regulation S-X under the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectSecurities Act.
Appears in 1 contract
Sources: Credit Agreement (Sirva Inc)
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries as at December 31, 1998 1999 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBank or will be furnished to each Bank that has not already received such copies, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated consolidating balance sheet of the Borrower and its consolidated Subsidiaries by principal operating group as at June September 30, 1999 and 2000, the related unaudited consolidated statements consolidating statement of income operations and of cash flows retained earnings for the six-month period portion of the fiscal year ended on such dateSeptember 30, 2000, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Bank or will be furnished to each Bank that has not already received such copies, are complete and correct in all material respects and present fairly in all material respects the consolidated consolidating financial condition of the Borrower and its consolidated Subsidiaries by principal operating group as at such date, and the consolidated consolidating results of their operations and their consolidated cash flows for the six-month period fiscal year then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or referred to in the notes thereto. During the period from December 31September 30, 1998 2000 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June September 30, 1999, certified by a Responsible Officer of the Borrower 2000 (the "Pro Forma Balance Sheet"), a copy of which has been provided except as otherwise disclosed in writing to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted Banks prior to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, set forth on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateSchedule 5.1 hereto).
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated Consolidated balance sheet of the Borrower Y&R Inc. (New York) and its consolidated Consolidated Subsidiaries as at December 31, 1998 1995 and the related consolidated Consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Price Waterhouse LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated Consolidated financial condition of the Borrower Y&R Inc. (New York) and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Consolidated results of their operations and their consolidated Consolidated cash flows for the fiscal year then ended. The unaudited consolidated Consolidated balance sheet of the Borrower Y&R Inc. (New York) and its consolidated Consolidated Subsidiaries as at June 30, 1999 1996 and the related unaudited consolidated Consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible OfficerOfficer of Y&R Inc. (New York), copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated Consolidated financial condition of the Borrower Y&R Inc. (New York) and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Consolidated results of their operations and their consolidated Consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or a Responsible OfficerOfficer of Y&R Inc. (New York), as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Y&R Inc. (New York) nor any of its consolidated Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 6.1, during the period from December 31, 1998 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Y&R Inc. (New York) or any of its consolidated Consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated Consolidated financial condition of the Borrower Y&R Inc. (New York) and its consolidated Subsidiaries Consolidated Subsidiaries, taken as a whole, at December 31, 19981995.
(b) The unaudited pro forma consolidated Consolidated balance sheet of the Borrower Company and its consolidated 58 52 Consolidated Subsidiaries as at June 30, 19991996 and the unaudited pro forma Consolidated statements of income of the Company and its Subsidiaries for the fiscal year ended December 31, 1995 and the six-month period ended June 30, 1996, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet")Company, a copy copies of which has have been provided heretofore furnished to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect to (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit AgreementRecapitalization, (ii) the making Refinancing, (iii) the extensions of credit to the Revolving Credit Loans to be made Borrowers hereunder on the Closing Date and in connection with on the consummation of the Vital Choice AcquisitionSecond Drawdown Date, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition fees, expenses and (v) the payment of all fees and expenses financing costs related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheetforegoing, together with the notes thereto, presents fairly, were prepared based on a pro forma basis, good faith assumptions and on the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished best information available to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that Company as of the date of delivery thereof and fairly present on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at June 30, 1996 and the Consolidated results of their operations for the periods specified above, in each case as adjusted, as described above, assuming such operating forecast and cash flow projections are materially incorrect events had occurred at June 30, 1996 or misleading in any material respectat the beginning of such period, or omit to state any material fact which would render them misleading in any material respectas the case may be.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Young & Rubicam Inc)
Financial Condition. (a) The unaudited pro forma balance sheet of the Company as at June 30, 2002 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Purchaser, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Notes to be sold to the Purchasers on the Initial Closing Date and Subsequent Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Company as of the date of delivery thereof, and presents fairly on a pro forma basis the combined financial position of Company and Tesoro as of June 30, 2002, assuming that the events specified in the preceding sentence had actually occurred at such date. None of the General Partner, the Guarantor or the Company is aware of any fact or circumstance that would result in the Pro Forma Balance Sheet being inaccurate as of the date hereof.
(b) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Guarantor as at of December 31, 1998 2000 and December 31, 2001, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, as reported on by PricewaterhouseCoopers and accompanied by an unqualified report from Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present presents fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Subsidiaries as at of such date, and the consolidated results of their its operations and their consolidated cash flows for the respective fiscal years then ended. The audited balance sheets of the Company as of December 31, 2000 and December 31, 2001, and the related statements of income and of cash flows for the fiscal year years ended on such dates, present fairly the financial condition of the Company as at such date, and the results of its operations and its cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at of June 30, 1999 2002, and the related unaudited consolidated statements statement of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present presents fairly in all material respects the consolidated financial condition the Guarantor as of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments adjustments). The unaudited balance sheet of the Company as at June 30, 2002, and the absence related unaudited statement of footnotesincome and cash flows for the six-month period ended on such date, presents fairly the financial condition of the Company as at such date, and the results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Guarantor (on a consolidated basis) nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, Company has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from December 31June 30, 1998 2002 to and including the date hereof there has been no sale, transfer Disposition by either the Guarantor (on a consolidated basis) or other disposition by the Borrower or any of its consolidated Subsidiaries Company of any material part of its business or property andproperty.
(c) The audited consolidated balance sheet of the Guarantor as of December 31, other than 2002 and December 31, 2003, and the Vital Choice Acquisitionrelated consolidated statements of income and of cash flows for the fiscal years ended on such dates, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to as reported on by and accompanied by an unqualified report from Ernst & Young LLP, presents fairly the consolidated financial condition of the Borrower Guarantor and its Subsidiaries as of such date, and the consolidated Subsidiaries at results of its operations and cash flows for the respective fiscal years then ended. The unaudited balance sheets of the Company as of December 31, 1998.
(b) The pro forma consolidated balance sheet 2002 and December 31, 2003, and the related statements of income and of cash flows for the fiscal years ended on such dates, present fairly the financial condition of the Borrower Company as at such date, and the results of its operations and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of cash flows for the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower Guarantor and its Subsidiaries as at June 30of March 31, 19992004, assuming that and the events specified in related unaudited consolidated statement of income and cash flows for the preceding sentence had actually occurred three-month period ended on such date.
, presents fairly the consolidated financial condition of the Guarantor and its subsidiaries as of such date, and the consolidated results of their operations and consolidated cash flows for the three-month period then ended (c) subject to normal year-end audit adjustments). The operating forecast unaudited balance sheet of the Company as at March 31, 2004, and the related unaudited statement of income and cash flow projections flows for the three-month period ended on such date, presents fairly the financial condition of the Borrower Company as at such date, and the results of its operations and its consolidated Subsidiariescash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, copies of which have heretofore been furnished to including the Lendersrelated schedules and notes thereto, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP applied consistently throughout the periods involved (except that such forecast as approved by the aforementioned firm of accountants and projections do not include footnotes and disclosed therein). Except as disclosed on Schedule 5.1(c), neither the Guarantor (on a consolidated basis) nor the Company has any material Guarantee Obligations (other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as than those arising from the Guarantor’s Guarantee of the Obligations), contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from March 31, 2004 to and including the date hereof there has been no Disposition by either the Guarantor (on a consolidated basis) or the Company of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, part of its business or omit to state any material fact which would render them misleading in any material respectproperty.
Appears in 1 contract
Sources: Note Purchase Agreement (Magellan Midstream Partners Lp)
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 1999 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBank or will be furnished to each Bank that has not already received such copies, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated consolidating balance sheet of the Borrower Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at June September 30, 1999 and 2000, the related unaudited consolidated statements consolidating statement of income operations and of cash flows retained earnings for the six-month period portion of the fiscal year ended on such dateSeptember 30, 2000 and the press release of the Company with respect to its earnings for fiscal year ended December 31, 2000 (dated February 13, 2001), certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Bank or will be furnished to each Bank that has not already received such copies, are complete and correct in all material respects and present fairly in all material respects the consolidated consolidating financial condition of the Borrower Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at such date, and the consolidated consolidating results of their operations and their consolidated cash flows for the six-month period fiscal year then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or referred to in the notes thereto. During the period from December 31September 30, 1998 2000 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at December 31September 30, 1998.
2000 (b) The pro forma consolidated balance sheet except for the acquisitions by the Company of the Borrower Wyle Group of Companies and its consolidated Subsidiaries of Mid Range Open Computing Alliance (formerly named Merisel Open Computing Alliance, Inc.) and as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided otherwise disclosed in writing to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted Banks prior to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateDate).
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 1998 2005 and the related consolidated statements statement of income income, stockholders’ equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such said date, reported on by PricewaterhouseCoopers LLP, copies with the opinion thereon of which have Ernst & Young LLP heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, Administrative Agent and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at June 30March 31, 1999 2006 and the their related unaudited consolidated statements of income income, stockholders’ equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the six-three month period ended on such date, certified by a Responsible Officer, copies of which have date heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of their its operations and their consolidated cash flows for the six-fiscal year and the three month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statementsending on said dates, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible OfficerGAAP, as the case may be, and as disclosed therein; applied on a consistent basis (subject, in the case of unaudited the interim financial statements, to normal year-end adjustments and the absence of footnotesadjustments). Neither the Borrower nor any of its consolidated Subsidiaries had, at Subsidiary has on the date of the most recent balance sheet referred to above, Closing Date any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other financial derivative, which is not reflected provided for in the foregoing statements Financial Statements or in Schedule 7.02. As of the notes thereto. During the period from Closing Date, since December 31, 1998 to and including the date hereof 2005, there has been no sale, transfer change or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998event having a Material Adverse Effect.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries Loral as at December 31, 1998 1996 and the related consolidated statements of income and of cash flows for the fiscal year nine months ended on such date, reported on audited by PricewaterhouseCoopers Deloitte & Touche LLP, copies of which have heretofore been furnished to the Selling Bank and each LenderBank that requested the same, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Loral as at such date, and the consolidated results of their its operations and their consolidated its cash flows for the fiscal year nine months then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 1997 and the related unaudited consolidated statements statement of income and of cash flows for the six-three month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative AgentSelling Bank and each Bank that requested the same, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at 45 40 such date, and the consolidated results of their its operations and their consolidated cash flows for the six-three month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subjecttherein and, in the case of with respect to any unaudited financial statements, to year-end adjustments and except the absence of footnotesnotes with respect thereto). Neither Except as disclosed in Schedule 6.1, the Borrower nor any of its consolidated Subsidiaries haddid not have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the any notes thereto. During the period from December 31June 30, 1998 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31June 30, 19981997.
(b) The pro forma consolidated balance sheet Borrower has furnished to the Selling Bank and each Bank projections of the financial position and results of operations of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer the end of and for each of the fiscal years of the Borrower (through December 31, 2002. The projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by the "Pro Forma Balance Sheet")Borrower to be reasonable at the time made, a copy of which has been provided to it being recognized by the Administrative Agent and each LenderAgent, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents Selling Bank and the Vital Choice Acquisition Documents, (iv) Banks that such projections as to future events are inherently subject to significant economic and competitive uncertainties beyond the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer control of the Borrower, that actual results of operations during the periods covered by such projections may vary materially and adversely from the projected results of operations contained in accordance with GAAP except such projections and that there cannot be any assurance that the projected results of operations contained in such forecast projections will be realized. No fact is known to the Borrower (other than general economic conditions, which conditions are commonly known and projections do not include footnotes and other disclosures affect business generally) which may be required pursuant to GAAPhas, and contain projections as to tax accruals. The Borrower has no reason to believe that as or which would in the future, in the reasonable judgment of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect Borrower, have a Material Adverse Effect that has not been set forth in the financial statements referred to in this subsection 6.1 or misleading disclosed herein or in any material respect, or omit to state any material fact which would render them misleading in any material respectthe Schedules hereto.
Appears in 1 contract
Sources: Credit and Participation Agreement (Loral Space & Communications LTD)
Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at December 31, 1998 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Restricted Subsidiaries, taken as a whole, as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries hadExcept as set forth in Schedule 5.1, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During during the period from December 31, 1998 1996 to and including the date hereof Effective Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Restricted Subsidiaries of any material part of its business business, assets or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business business, assets or property (including any Capital Stock Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries at December 31, 19981996.
(b) The pro forma consolidated balance sheet financial statements of the Borrower and its the Restricted Subsidiaries and other information most recently delivered under Sections 7.1(a) and (b) were prepared in accordance with GAAP and present fairly in all material respects the consolidated Subsidiaries as at June 30financial condition, 1999results of operations, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet cash flows of the Borrower and its consolidated Subsidiaries adjusted to give effect (the Restricted Subsidiaries, taken as if such events had occurred on such date) to (i) a whole, as of, and for the refinancing portion of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made fiscal year ending on the Closing Date and date or dates thereof (subject in connection with the consummation case of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents interim statements only to normal year-end audit adjustments and the Vital Choice Acquisition Documents, (iv) the consummation absence of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such datefootnotes).
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Radio One Inc)
Financial Condition. (a) The consolidated audited balance sheet sheets of the Borrower and its consolidated Subsidiaries AREP as at December 31, 1998 2003, December 31, 2004, and December 31, 2005, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers LLPand accompanied by an unqualified report from G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or from KPMG LLP with respect to the audited balance sheet at December 31, copies 2003 and the related statements of which have heretofore been furnished to each Lender, are complete income and correct in all material respects and cash flows for the fiscal year ended as at such date) present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries AREP as at such date, and the consolidated results of their the operations and their consolidated its cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries AREP as at June 30March 31, 1999 2006, and the related unaudited consolidated statements of income and of cash flows for the six-month year to date period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries AREP as at such date, and the consolidated results of their its operations and their consolidated its cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited ) and except that interim financial statements, statements do not include all notes required by GAAP and are subject to year-year end adjustments and the absence of footnotes)adjustments. Neither the No Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing statements or in most recent financial statements, including the notes related thereto, referred to in this paragraph. During the period from December 31, 1998 2005 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries Borrowers of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material except as reported by AREP in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection reports filed with the consummation SEC or as described on Schedule 4.1 and Dispositions of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such datesecurities.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (American Real Estate Partners L P)
Financial Condition. (a) The Company has heretofore furnished to the Lender (i) the audited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 and the related consolidated statements of income income, retained earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition flow of the Borrower Company and its consolidated Subsidiaries as at such dateSubsidiaries, and the consolidated results of their operations and their consolidated cash flows audited by Arthur Andersen, LLP, independent certified public accountants, for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June th▇ ▇▇▇▇a▇ ▇▇▇▇ ▇nded September 30, 1999 2001 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Personii) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) and the refinancing related consolidated statements of income, retained earnings and cash flow of the loans outstanding under Company and its consolidated Subsidiaries for the Existing Credit Agreementnine month period ended June 30, (ii) 2002. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on a consistent basis, and fairly present the making financial condition and the results of operations of the Revolving Credit Loans to be made on the Closing Date Company and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith its consolidated Subsidiaries as of the date of such financial statements and for the Pro Forma Balance Sheetperiods to which they relate and since September 30, 2001, no Material Adverse Effect has occurred. The Pro Forma Balance SheetCompany shall deliver to the Lender, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position certificate of the Borrower Chief Financial Officer of the Company to that effect on the Closing Date. Other than obligations and its Subsidiaries as at June liabilities arising in the ordinary course of business since September 30, 19992001, assuming that there are no obligations or liabilities contingent or otherwise, of the events specified Company or any of its consolidated Subsidiaries which are not reflected or disclosed on such audited statements other than obligations of the Company and of its consolidated Subsidiaries incurred in the preceding sentence had actually occurred on such dateordinary course of business (which shall be deemed to exclude acquisitions by the Company or any consolidated Subsidiary of the business or assets (including, without limitation, stock) of any Person).
(cb) The operating forecast Company, individually, and cash flow projections of the Borrower and together with its consolidated Subsidiaries, copies is Solvent and immediately after giving effect to each Loan and each other extension of which have heretofore been furnished to credit contemplated by this Agreement and the Lendersexecution of each Loan Document, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may will be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectSolvent.
Appears in 1 contract
Financial Condition. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The consolidated balance sheet audited financial statements of the Borrower Company and its consolidated Subsidiaries as at December 31for the Fiscal Year ended September 24, 1998 1998, consisting of balance sheets and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for such period, (ii) audited financial statements of Target Company and Aucilla Properties, Inc. for the fiscal years ended March 27, 1996, April 2, 1997 and April 1, 1998, in each case consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, (iii) unaudited balance sheet and statements of income, changes in stockholders' equity and cash flow of Peninsular Petroleum Company as of and for the fiscal years ended December 31, 1995, December 31, 1996 and December 31, 77 1997 and for the nine month period ended September 30, 1998, and (iv) unaudited financial statements of Company and Target Company and their respective Subsidiaries for the fiscal periods most recently ended at least 30 days prior to the effective date, in each case consisting of a balance sheet and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for the fiscal year ended two-month period and eight-month periods respectively ending on such datedates, reported on all in reasonable detail and certified by PricewaterhouseCoopers LLP, copies the chief financial officer of which have heretofore been furnished to each Lender, are complete and correct in all material respects and Company that they fairly present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries and Target Company and its Subsidiaries as at such date, the dates indicated and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30periods indicated, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to changes resulting from audit and normal year-end audit adjustments and the absence of footnotes)adjustments. All such financial statements, including the related schedules and notes thereto, have been statements were prepared in accordance conformity with GAAP applied consistently throughout 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 involved (except as approved by such accountants or Responsible Officerthen ended, as the case may be, and as disclosed therein; subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes). Neither the Borrower None of Company, Target Company nor any of its consolidated their respective Subsidiaries had, at has (and will not following the date of the most recent balance sheet referred to above, Effective Date have) any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which commitment that is not reflected in the foregoing financial statements or in the notes thereto. During the period from December 31, 1998 to thereto and including the date hereof there has been no sale, transfer or other disposition by the Borrower or which in any of its consolidated Subsidiaries of any such case is material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material and adverse in relation to the consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Borrower Company, Target Company and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated their respective Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of taken as a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectwhole.
Appears in 1 contract
Sources: Credit Agreement (Pantry Inc)
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December May 31, 1998 1996 and the related unaudited consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each the Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer of the Borrower, as the case may be, and as disclosed therein). At the date of the most recent balance sheet referred to above, the Borrower had (i) no material Guarantee Obligation, (ii) to its knowledge, no contingent liability, (iii) no liability for taxes, (iv) no long-term lease, and (v) no unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, in each case which is not reflected in the foregoing statements or in the notes thereto. During the period from May 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the financial condition of the Borrower at May 31, 1996.
(b) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30August 31, 1999 1996 and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended on such date, certified by a an Responsible OfficerOfficer of the Borrower, copies of which have heretofore been furnished to the Administrative AgentLender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their consolidated its cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at At the date of the most recent balance sheet referred to above, any the Borrower had (i) no material Guarantee Obligation, (ii) to its knowledge, no contingent liability or liability, (iii) no liability for taxes, or any (iv) and no long-term lease or lease, and (v) no unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, in each case which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated SubsidiariesBorrower, copies of which have heretofore been furnished to the LendersLender, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading not a fair and reasonable presentation of the projected financial position, results of operations and changes in any material respectcash flows of the Borrower for the periods indicated, or omit based upon the assumptions stated therein, which assumptions the Borrower believes to state any material fact which would render them misleading in any material respectbe reasonable.
Appears in 1 contract
Sources: Credit Agreement (International Airline Support Group Inc)
Financial Condition. (ai) The respective consolidated balance sheet of the Borrower Borrower, each Member of the Guarantor Group and its consolidated Subsidiaries the REIT as at of December 31, 1998 and the related 1999, together with consolidated statements of income income, retained earnings, paid-in capital and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete surplus and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited , and the consolidated balance sheet of the Borrower Borrower, each Member of the Guarantor Group and its consolidated Subsidiaries the REIT as at of June 30, 1999 and the related unaudited 2000, together with consolidated statements of income and of cash flows for the six-month period ended on such datesix months then ended, certified by a Responsible Officer, copies of which have heretofore been furnished delivered to the Administrative AgentLender, are complete and correct in all material respects and fairly present fairly in all material respects the respective consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datecondition, and the consolidated results of their operations and their consolidated cash flows transactions in surplus accounts of the Borrower, each Member of the Guarantor Group and the REIT as of the dates and for the six-month period then ended (subject periods referred to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved period involved. There are no material liabilities (except as approved by such accountants whether known or Responsible Officerunknown, direct or indirect, fixed or contingent, and of any nature whatsoever) of the Borrower, each Member of the Guarantor Group or the REIT, or any of their respective Subsidiaries, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent such balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is that are not reflected in the foregoing statements therein or in the notes thereto. During the period from December 31, 1998 to and including As of the date hereof there and as of the Borrowing Date, the aggregate amount of Indebtedness outstanding under the Prudential Loan does not exceed $40,000,000.
(ii) There has been no salematerial adverse change in the business, transfer properties, condition (financial or other disposition by the Borrower otherwise) or any of its consolidated Subsidiaries of any material part of its business operations, present or property andprospective, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31Borrower, 1998.
(b) The pro forma consolidated balance sheet any Member of the Borrower and its consolidated Subsidiaries as at June 30Guarantor Group, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of REIT or Prime L.P. since the date of the Pro Forma Balance Sheetapplicable balance sheet dated December 31, 1999 referred to in Section 11(g)(i). The Pro Forma Balance SheetSince December 31, together with 1999, except as may be disclosed in the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 19992000 financial statements of the REIT and Prime L.P. referred to in Section 11(g)(i), assuming that the events specified there has not occurred or arisen any event, condition or circumstance that, individually or in the preceding sentence had actually aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Borrower, any Member of the Guarantor Group, the REIT or Prime L.P.
(iii) None of Borrower, any Member of the Guarantor Group, ▇▇▇▇▇▇▇, the REIT or Prime L.P. is in default (as defined in the applicable agreement or obligation) in any respect in the payment or performance (i) of any of its obligations for the payment of money, or (ii) under any franchise, license, loan agreement, indenture, partnership agreement, or other organizational document or agreement, leasehold interest or other material agreement and no default has occurred on and is continuing, except, in each case, for defaults that would not have a Material Adverse Effect with respect to any Member of the Guarantor Group, the REIT, Prime L.P. or ▇▇▇▇▇▇▇. The Borrower is not in default in any respect in the payment or performance of any of its obligations under the Prudential Loan or the agreements securing such datePrudential Loan. The Prudential Loan, as amended and restated, is in full force and effect and enforceable against the Borrower in accordance with its terms. There are no overdue amounts (including any amount of overdue interest) currently owning under the Prudential Loan.
(civ) The operating forecast financial statements of ▇▇▇▇▇▇▇ previously delivered to Lender are true and cash flow projections correct and fairly present the financial condition of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that ▇▇▇▇▇▇▇ as of the dates and for the periods referred to therein and such financial statements accurately include all Indebtedness and contingent liabilities for which ▇▇▇▇▇▇▇ is or may become liable. All assets shown on such financial statements are actually and solely owned by ▇▇▇▇▇▇▇ (except as stated thereon). There has been no material adverse change in the financial condition of ▇▇▇▇▇▇▇ since the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectfinancial statements.
Appears in 1 contract
Sources: Loan Agreement (Reschke Michael W)
Financial Condition. (a) The consolidated Financial Statements, correct and complete copies of which are attached hereto as Schedule 4.6(a), were prepared on a tax basis applied on a consistent basis, except as may be indicated in the notes thereto, and present fairly the financial position, results of operations, retained earnings and cash flows of the Company as of and for the respective periods covered thereby.
(b) Within twenty-five (25) days following the end of each month subsequent to the date hereof and prior to the Closing Date, the Selling Parties shall deliver to Buyer correct and complete copies of the unaudited balance sheet of the Borrower and its consolidated Subsidiaries Company as at December 31, 1998 of the end of such month and the related consolidated statements of income earnings, retained earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year month then ended. The .
(c) Prior to the date hereof, the Selling Parties have delivered to Buyer the unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income earnings, retained earnings and of cash flows at and for the sixfiscal period beginning on April 26, 2003 and ending on the Cut-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been Off Date.
(d) The unaudited Financial Statements furnished to Buyer after the Administrative Agentdate hereof pursuant to Sections 4.6(b) and 4.6(c) will be (i) prepared on a tax basis consistent with that used in the preparation of the Financial Statements set forth in Schedule 4.6(a) except for the lack of footnotes and other presentation items, are complete and correct in all material respects and (ii) subject to the foregoing, will present fairly in all material respects the consolidated financial condition condition, results of operations and cash flows of the Borrower Company as of and its consolidated Subsidiaries for the respective periods then ended.
(e) All Inventory of the Company as at such dateset forth in the Financial Statements consisted of, and all such Inventory as of the consolidated results Closing Date will consist of, raw materials, supplies, work-in-process, goods in transit and finished goods of their operations a quality and their consolidated cash flows for quantity usable or salable in the six-month period then ended (subject ordinary course of business of the Company. Except as set forth on Schedule 4.6(e), the value at which inventories were reflected in the Financial Statements was the lower of cost or market value adjusted to normal year-end audit adjustments and the absence of footnotes). All such financial statementsconform to LIFO inventory valuation principles, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout on a basis consistent with that of the periods involved preceding fiscal year.
(except f) All Accounts Receivable of the Company as approved by set forth in the Financial Statements are, and all such accountants or Responsible Officer, as Accounts Receivable which arise between the case may date hereof and the Closing Date will be, genuine, valid, binding and as disclosed therein; subjectsubsisting, having arisen or arising out of bona fide sales and deliveries of products or the performance of services in the case ordinary course of unaudited financial statementsbusiness consistent with past practice and are collectible in the ordinary course of business, subject to yearno defenses, counterclaims or set-end adjustments offs (other than in the ordinary course), but subject to allowances and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability accruals for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not bad debt as reflected in the foregoing statements or in the notes theretoFinancial Statements. During the period from December 31, 1998 to Such allowances and including the date hereof there has accruals have been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition applied on a basis consistent with that of the Borrower and its consolidated Subsidiaries at December 31, 1998preceding fiscal year.
(bg) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries Company does not have any indebtedness or capitalized lease obligations other than as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"described on Schedule 4.6(g), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 2002 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBank or will be furnished to each Bank that has not already received such copies, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated consolidating balance sheet of the Borrower Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at June September 30, 1999 2003 and the related unaudited consolidated statements consolidating statement of income operations and of cash flows retained earnings for the six-month period portion of the fiscal year ended on such dateSeptember 30, certified by a Responsible Officer2003, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated consolidating financial condition of the Borrower Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at such date, and the consolidated consolidating results of their operations and their consolidated cash flows for the six-month period fiscal year then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or referred to in the notes thereto. During the period from December 31September 30, 1998 2003 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its consolidated Subsidiaries of any material part of its business or property and, (other than the Vital Choice Acquisition, sale of certain Microtronica businesses) and no purchase or Arrow Electronics Credit Agreement other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June September 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided 2003 except as disclosed in writing to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted Banks prior to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateDate).
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31March 28, 1998 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Stock Repurchase (including the issuance of the Seller Note), (ii) the issuance of the Convertible Preferred Stock, (iii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at March 28, 1998, assuming that the events specified in the preceding sentence had actually occurred at such date.
(b) The audited consolidated balance sheets of the Borrower as at June 28, 1996 and June 28, 1997, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers LLPand accompanied by an unqualified report from Deloitte & Touche, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30March 28, 1999 1998, and the related unaudited consolidated statements of income and of cash flows for the sixnine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the sixnine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither Except as set forth on Schedule 4.1(b), the Borrower nor any of and its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from December 31June 28, 1998 1997 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property Property.
(including any Capital Stock of any other Personc) material in relation to the consolidated financial condition The Consolidated EBITDA of the Borrower and its consolidated Subsidiaries at December 31for the fiscal year ended June 27, 19981998 equals or exceeds $29,000,000.00.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 1998 1999 and the related consolidated statements statement of income income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such said date, reported on by PricewaterhouseCoopers LLP, copies with the opinion thereon of which have Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, Administrative Agent and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at June 30, 1999 2000 and the their related unaudited consolidated statements of income income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the six-six month period ended on such date, certified by a Responsible Officer, copies of which have date heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of their its operations and their consolidated cash flows for the six-fiscal year and the six month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statementson said dates, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible OfficerGAAP, as the case may be, and as disclosed therein; applied on a consistent basis (subject, in the case of unaudited the interim financial statements, to normal year-end adjustments and the absence of footnotesadjustments). Neither the Borrower nor any of its consolidated Subsidiaries had, at Subsidiary has on the date of the most recent balance sheet referred to above, Closing Date any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other financial derivative, which is not reflected provided for in the foregoing statements Financial Statements or in Schedule 7.02. As of the notes thereto. During the period from Closing Date, since December 31, 1998 to and including the date hereof 1999, there has been no sale, transfer change or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998event having a Material Adverse Effect.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31March 28, 1998 (including the notes 41 36 thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Refinancing, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at March 28, 1998, assuming that the events specified in the preceding sentence had actually occurred at such date.
(a) The audited consolidated balance sheets of the Borrower as at December 28, 1996 and December 27, 1997, and the related audited consolidated statements of income and of cash flows for the fiscal years ended on such dates and the unaudited consolidating balance sheet of the Borrower as at December 27, 1997, and the related unaudited consolidating statement of income and of cash flows for the fiscal year ended on such date, in each case, reported on on, in the case of the consolidated statements, by PricewaterhouseCoopers LLPand accompanied by an unqualified report from Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated and consolidating financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of their its operations and their its consolidated and consolidating cash flows for the respective fiscal year years then ended. The unaudited consolidated and consolidating balance sheet sheets of the Borrower and its consolidated Subsidiaries as at June 30March 28, 1999 1998, and the related unaudited consolidated and consolidating statements of income and of cash flows for the sixthirteen-month week period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated and consolidating financial condition of the Borrower as at such date and the consolidated and consolidating results of its operations and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated consolidating cash flows for the sixthirteen-month week period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither Except as set forth in Schedule 4.1(b), the Borrower nor any of and its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability liabilities or liability liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from December 3127, 1998 1997 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998property.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Selfix Inc /De/)
Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 1999 and the related consolidated statements of income and of cash flows for the fiscal year period ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each LenderBank, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year period then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes)involved. Neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Guaranty Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is required by GAAP to be but is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at June 30March 31, 19992000 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated SubsidiariesOfficer, copies of which have heretofore been furnished to each Bank, present fairly the Lendersconsolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAPapplied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had, and contain projections as to tax accruals. The Borrower has no reason to believe that as of at the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in the balance sheet referred to above, any material respectGuaranty Obligation, liability for taxes, or omit any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is required by GAAP to state any material fact which would render them misleading be but is not reflected in any material respectthe foregoing statements or in the notes thereto.
Appears in 1 contract
Sources: Credit Agreement (West Pharmaceutical Services Inc)
Financial Condition. [(a)] (a) [(i)](i) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 1998 [2002,]2006, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. The , (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Holdings as at June 30March 31, 1999 [2003,]2007, and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments adjustments) and the absence of footnotes). All (iii) all such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subjecttherein and, in the case of unaudited financial statementsclause (ii), to year-end adjustments and except for the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date As of the most recent balance sheet referred to aboveAmendment Effective Date, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph[, any financial statements for any periods after March 31, 2003 delivered prior to the Amendment Effective Date or the Confidential Information Memorandum dated June 26, 2003 relating to the syndication of the Tranche B Term Loans] (it being understood that “material” shall be construed in the notes theretocontext of all Group Members taken as a whole). During the period from December 31, 1998 [2002]2006 to and including the date hereof hereof, there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries Group Member of any material part of its the business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998Group Members taken as a whole.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Mq Associates Inc)
Financial Condition. (aI) The Banks have been ----------------- ------------------- furnished with (i) an audited consolidated balance sheet of the Borrower as of April 30, 1998, and its a related audited consolidated Subsidiaries as at December 31, 1998 and the related consolidated statements statement of income and of cash flows for the fiscal year 12 month period ended on such date, reported on by PricewaterhouseCoopers LLPdate (the "April `98 Audited Financial Statements"), copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition annexed hereto as part of the Borrower and its consolidated Subsidiaries as at such dateSchedule XVII, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The (ii) an unaudited consolidated balance sheet of the Borrower as of January 31, 1999, and its consolidated Subsidiaries as at June 30, 1999 and the a related unaudited consolidated statements statement of income and of cash flows for the six-3 and 9 month period periods ended on such date, certified by a Responsible Officerdate (the "January '99 Unaudited Financial Statements"), copies of which are annexed hereto as part of Schedule XVII. The April '98 Audited Financial Statements were prepared in accordance with GAAP, consistently applied, have heretofore been furnished audited by accountants to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dateSubsidiaries, and fairly present the consolidated financial position, results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30of the dates and for the periods reflected thereon. The January '99 Unaudited Financial Statements were prepared in accordance with GAAP, 1999consistently applied, assuming that and fairly present the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast financial condition, results of operations and cash flow projections flows of the Borrower and its consolidated SubsidiariesSubsidiaries as of the dates and for the periods reflected thereon, copies subject to normal, recurring year-end adjustments that will not be material in amount, except as specifically described on Schedule XVII.
(II) Since January 31, 1999, and except as set forth in Schedule XVIII hereof, there has not been: (i) any incurrence or imposition of which have any Lien on any of the assets of the Borrower or any Subsidiary or any other material change in the E-106 condition (financial or otherwise) of their respective assets, liabilities or business, except for Permitted Liens and except for changes in the ordinary course of business; (ii) any damage, destruction or loss (whether or not covered by insurance) adversely affecting in any material respect the business or the operations, financial condition, results of operations, assets or prospects of the Borrower or any Subsidiary; (iii) any change in the accounting methods or practices followed by the Borrower or any Subsidiary, including without limitation any change in its policies relating to capitalization of fixed assets, bad debts, inventories or expenses, any change in depreciation or amortization policies heretofore been furnished adopted by the Borrower or any Subsidiary or any revaluation by the Borrower or any Subsidiary of any of their respective assets; (iv) any acquisition, transfer, conveyance, sale, lease, abandonment or other disposition involving any material assets or rights of the Borrower or any Subsidiary other than in the ordinary course of business; (v) any termination, amendment, modification or waiver of, or any breaches, violations or defaults (whether or not cured or waived) by any party under any material contract; (vi) any forgiveness, waiver or agreement to extend repayment of any Indebtedness or other obligation owed to the Lenders, have been prepared in good faith under Borrower or any Subsidiary; (vii) any disposition or lapse of any rights to the direction use of a Responsible Officer any intellectual property owned or used by the Borrower or any Subsidiary; (viii) any written or oral contract outside of the ordinary course of business with any Affiliate of the Borrower; (ix) any issue, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as purchase or redemption of any shares of stock of the date Borrower or its Subsidiaries (including any security convertible or exchangeable into stock), or issue, grant or creation of delivery thereof any option or right to acquire any such operating forecast and cash flow projections are materially incorrect stock; (x) any liability, obligation or misleading any contract entered into (including, without limitation, liabilities, obligations or contracts relating to any borrowing or capital expenditure) which provides for performance on the part of the Borrower or any Subsidiary, the value of which in the aggregate exceeds $250,000; (xi) any negotiations or contracts to accomplish any of the items described in the preceding clauses (i) through (x); or (xii) any material respectadverse change in the assets, business, profits, or omit financial condition of the Borrower or any Subsidiary.
(III) Except as and to state the extent set forth in the January '99 Unaudited Financial Statements or Schedule XVIII, neither the Borrower nor any of its Subsidiaries has any material fact which would render them misleading debts, liabilities or obligations of any nature (whether accrued, absolute, contingent, liquidated, unliquidated, matured, unmatured or otherwise) other than debts, liabilities and obligations incurred in any material respectthe ordinary course of business consistent with prior practice.
Appears in 1 contract
Sources: Credit Agreement (Video Update Inc)
Financial Condition. (a) The Companies have heretofore furnished to the Lender (i) the audited consolidated balance sheet of the Borrower ▇▇▇▇▇ and its Subsidiaries and the related consolidated statement of income, retained earnings and cash flow of ▇▇▇▇▇ and its Subsidiaries, audited by KPMG LLP, independent certified public accountants, for the fiscal year ended June 30, 2001, and (ii) the unaudited consolidated balance sheet of ▇▇▇▇▇ and its Subsidiaries as at December 31, 1998 and the related consolidated statements of income income, retained earnings and cash flow of cash flows ▇▇▇▇▇ and its Subsidiaries for the fiscal year six month period ended December 31, 2001. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on such datea consistent basis, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations of ▇▇▇▇▇ and their consolidated cash flows its Subsidiaries as of the date of such financial statements and for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower periods to which they relate and its consolidated Subsidiaries as at since June 30, 1999 and 2001, no Material Adverse Effect has occurred. The Companies shall deliver to the related unaudited consolidated statements of income and of cash flows Lender, with a copy for the six-month period ended on such date, certified by Lender a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition certificate of the Borrower Chief Financial Officer to that effect on the Closing Date. Other than obligations and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, liabilities arising in the case ordinary course of unaudited financial statementsbusiness since June 30, to year-end adjustments and the absence 2001, there are no material obligations or liabilities contingent or otherwise, of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower ▇▇▇▇▇ or any of its consolidated Subsidiaries which are not reflected or disclosed on such audited statements other than obligations of ▇▇▇▇▇ and any of its Subsidiaries incurred in the ordinary course of business (which shall be deemed to exclude acquisitions by ▇▇▇▇▇ or any Subsidiary of ▇▇▇▇▇ of the business or assets (including, without limitation stock) of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998).
(b) The pro forma consolidated balance sheet of the Borrower Each Company is Solvent and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided immediately after giving effect to the Administrative Agent each Loan and each Lender, is the unaudited consolidated balance sheet other extension of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents credit contemplated by this Agreement and the Vital Choice Acquisition Documentsexecution of each Loan Document, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such datewill be Solvent.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Aceto Corp)
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 1998 2003, and the related consolidated statements statement of income income, partners’ equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such said date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Lenders and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2004, and their related consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing statements of the loans outstanding under the Existing Credit Agreementincome, (ii) the making of the Revolving Credit Loans to be made on the Closing Date partners’equity and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position cash flow of the Borrower and its Consolidated Subsidiaries as at June 30, 1999, assuming that for the events specified in the preceding sentence had actually occurred three month period ended on such date.
(c) The operating forecast date heretofore furnished to the Administrative Agent, are/is complete and cash flow projections correct and fairly present the consolidated financial condition of the Borrower and its consolidated SubsidiariesConsolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the three month period on said dates, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and all in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as applied on a consistent basis (subject, in the case of the interim financial statements, to tax accrualsnormal year-end adjustments). The Except as reflected or referred to in such financial statements, neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (other than the Spectrum Income Tax Obligation), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since December 31, 2003, there has been no reason to believe that as of change or event having a Material Adverse Effect. Since the date of delivery thereof such operating forecast the Financial Statements, neither the business nor the Properties of the Borrower or any Subsidiary have been materially and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectadversely affected.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)
Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2001 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at March 31, 2001, assuming that the events specified in the preceding sentence had actually occurred at such date.
(b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 1998 1998, December 31, 1999 and December 31, 2000, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, in each case reported on by PricewaterhouseCoopers Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from Deloitte & Touche LLP, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, date and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30March 31, 1999 2001 and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, date and the consolidated results of their its operations and their its consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence omission of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, No Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from December 31, 1998 2000 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries Group Member of any material part of its business their respective businesses or property properties.
(c) The audited consolidated balance sheets of the Target as at December 31, 1998, December 31, 1999 and December 31, 2000, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, in each case reported on by Deloitte & Touche LLP (and, other than in the Vital Choice Acquisitioncase of the balance sheets as at December 31, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person1998 and December 31, 1999, accompanied by an unqualified report from Deloitte & Touche LLP) material in relation to present fairly the consolidated financial condition of the Borrower Target as at such date and the consolidated results of its operations and its consolidated Subsidiaries at December 31, 1998.
(b) cash flows for the respective fiscal years then ended. The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower Target as at March 31, 2001 and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, to the best of the Borrower's knowledge, present fairly the consolidated financial condition of the Target as at such date and the consolidated results of its operations and its consolidated Subsidiaries adjusted cash flows for the three-month period then ended (subject to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents normal year-end audit adjustments and the Vital Choice Acquisition Documentsomission of footnotes). All such financial statements, (iv) including the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.related
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31September 30, 1998 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPCoopers & ▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at June 30, 1999 1997 and the related unaudited consolidated statements of income and of cash flows for the sixnine-month period ended on such date, certified by a Responsible Officerthe chief financial officer of the Company, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixrespective nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officerchief financial officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither Except as set forth on Schedule 6.1, neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During Except for the Holland & ▇▇▇▇▇▇▇ Acquisition, during the period from December 31September 30, 1998 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at December 31September 30, 19981996, other than the sale of inventory in the ordinary course of business.
(b) The pro forma consolidated unaudited PRO FORMA balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at June 30, 19991997, certified by a Responsible Officer of the Borrower Company (collectively, the "Pro Forma Balance PRO FORMA BALANCE Sheet"), a copy copies of which has have been provided furnished to the Administrative Agent and each Lender, is are the unaudited consolidated and consolidating balance sheet sheets of the Borrower Company and its consolidated Subsidiaries Subsidiaries, adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing Holland and ▇▇▇▇▇▇▇ Acquisition, the incurrence of the loans outstanding under Loans and the Existing Credit Agreement, (ii) Subordinated Debt and the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application use of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheetthereof. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, was prepared in accordance with GAAP and reflects on a pro forma basis, basis the consolidated financial position of the Borrower Company and its consolidated Subsidiaries as at of June 30, 19991997, as adjusted as described above, assuming that the events specified in the preceding sentence had actually occurred on at such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) [Reserved].
(i) The audited consolidated balance sheet sheets of the Borrower Holdings and its consolidated Subsidiaries as at December the last day of the fiscal year ended March 31, 1998 2019, and the related consolidated statements of income income, stockholders’ equity and of cash flows of Holdings and its Subsidiaries for the fiscal year ended on such dateMarch 31, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date2019, and (ii) the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at June 30of the Fiscal Quarter December 31, 1999 2019, and the related unaudited consolidated statements of income and of cash flows for such quarter and the six-month period ended on portion of the Fiscal Year through the end of such datequarter, certified by a Responsible Officerin each case, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the six-month period respective fiscal year and Fiscal Quarter then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (without giving effect to the parenthetical set forth in the definition thereof) applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as for the case may be, lack of footnotes and as disclosed therein; subject, in the case of unaudited financial statements, being subject to year-end adjustments and the absence of footnotesadjustments). Neither To the Borrower nor knowledge of the Loan Parties none of Holdings or any of its consolidated Restricted Subsidiaries hadhas, at the date as of the most recent balance sheet referred Closing Date after giving effect to abovethe Transaction and excluding obligations under the Loan Documents, any material Guarantee Obligationliabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent liability or liability for taxes, otherwise and whether or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, not due) which is are not reflected in the foregoing most recent financial statements referred to in this paragraph as a result of any change, event, development, circumstance, condition or in the notes thereto. During effect during the period from December 31, 1998 2019 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998Closing Date.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Abl Credit and Guarantee Agreement (ATI Intermediate Holdings, LLC)
Financial Condition. (a) The consolidated balance sheet of the Borrower Audited Financial Statements, correct and its consolidated Subsidiaries as at December 31, 1998 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, complete copies of which have heretofore been furnished to each Lenderare attached hereto as Schedule 4.5(a), are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been were prepared in accordance with GAAP applied consistently throughout the periods involved (on a consistent basis, except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or be indicated in the notes thereto. During , and present fairly the period from financial position, results of operations, retained earnings and cash flows of Seller as of December 31, 1998 to 2003, 2002 and including 2001, and for the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998years then ended.
(b) The pro forma consolidated balance sheet Unaudited Financial Statements, correct and complete copies of which are attached hereto as Schedule 4.5(b), were prepared in accordance with GAAP (except for the lack of footnotes, customary year-end adjustments consistent with past practice and other presentation items) applied on a basis consistent with that used in the preparation of the Borrower Audited Financial Statements (except as described in Section 4.5(g)) and its consolidated Subsidiaries present fairly the financial condition, results of operations, retained earnings and cash flows of Seller as at of and for the quarters ended March 31 and June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date2004.
(c) The operating forecast As soon as completed, and cash flow projections in any event within twenty (20) days following the end of each month ending subsequent to the date hereof and prior to the Closing Date, Seller shall deliver to Buyer and Atrium correct and complete copies of the Borrower unaudited balance sheet of Seller as of the end of each such month and its consolidated Subsidiaries, copies the related statements of which have heretofore been earnings for each month then ended. The Financial Statements furnished to Buyer and Atrium after the Lenders, have been date hereof pursuant to this Section 4.5(c) will be (i) prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP applied on a basis consistent with that used in the preparation of the Audited Financial Statements (except that such forecast and projections do not include footnotes for the lack of footnotes, customary year-end adjustments consistent with past practice and other disclosures which may be required pursuant to GAAPpresentation items), and contain projections (ii) subject to the foregoing, will present fairly the financial condition, results of operations, retained earnings and cash flows of Seller as of and for the month then ended.
(d) All Inventory of Seller as set forth in the Financial Statements or on the Closing Balance Sheet, subject to tax accruals. The Borrower has no reason to believe that reserves reflected in the Financial Statements, consisted of, and all such inventory as of the Closing Date will consist of, raw materials, supplies, work-in-process, goods in transit and finished goods of a quality and quantity usable or salable in the ordinary course of the Business. The value at which inventories were reflected in the Financial Statements was at the lower of cost or market value adjusted to conform to FIFO inventory valuation principles, all in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year cost.
(e) All Accounts Receivable of Seller as set forth in the Financial Statements are, and all such Accounts Receivable which arise between the date hereof and the Closing Date will be, genuine, valid, binding and subsisting, having arisen or arising out of delivery thereof such operating forecast bona fide sales and cash flow projections deliveries of products or the performance of services in the ordinary course of the business consistent with past practice and, subject to reserves reflected in the Financial Statements or on the Closing Balance Sheet, are materially incorrect collectible in the ordinary course of business, subject to no defenses, counterclaims or misleading set-offs (other than in any material respect, the ordinary course).
(f) Seller has no indebtedness or omit to state any material fact which would render them misleading capitalized lease obligations other than as described on Schedule 4.5(f).
(g) The Audited Financial Statements and the Unaudited Financial Statements use different accounting principles in any material respectrecording partial shipments of products as further described on Schedule 4.5(g).
Appears in 1 contract
Financial Condition. (a) The Company has heretofore furnished to each Lender (i) the audited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 and the related consolidated statements of income income, retained earnings and cash flow of cash flows the Company and its Subsidiaries, audited by Ernst & Young LLP, independent auditors, for the fiscal year ended on such dateJune 30, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete 2005 and correct in all material respects and present fairly in all material respects (ii) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income income, retained earnings and cash flow of cash flows the Company and its Subsidiaries for the six-month period ended on such dateDecember 31, certified by a Responsible Officer2005. The financial statements for the year ended June 30, copies of which have heretofore been furnished 2005, referred to the Administrative Agentin clause (i) above, are complete and correct were prepared in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dateconformity with Generally Accepted Accounting Principles, and the consolidated results of their operations and their consolidated cash flows financial statements for the fiscal quarter and six-month period then ended December 31, 2005, referred to in clause (ii) above, were prepared in conformity with Generally Accepted Accounting Principles, (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and except for the absence of footnotesnotes thereto), and, in each case, such financial statements fairly present the consolidated financial condition and consolidated results of operations of the Company and its Subsidiaries as of the date of such financial statements and for the periods to which they relate and since December 31, 2005 no Material Adverse Effect has occurred. Neither The Company shall deliver to the Borrower nor any Administrative Agent, a certificate of its consolidated Subsidiaries had, at the Chief Financial Officer of the Company to that effect on the Closing Date. Since the later of (i) the date of the Current SEC Report or (ii) the date of the most recent balance sheet referred pro forma financial statements delivered pursuant to aboveSection 7.06 hereof relating to a completed acquisition, any material Guarantee Obligationthere are no obligations or liabilities, contingent liability or liability for taxesotherwise, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in of the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its consolidated Subsidiaries of any material part of its business which are not reflected or property anddisclosed on such audited statements, the Current SEC Report or such pro forma financial statements, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition obligations of the Borrower Company and its consolidated Subsidiaries at December 31, 1998incurred in the ordinary course of business.
(b) The pro forma consolidated balance sheet Company and each of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, Guarantors is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateSolvent.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30March 31, 1999 and the related unaudited consolidated statements of income and of cash flows for the six3-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects accordance with GAAP (subject to normal year-end adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six3-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of Precision and its consolidated Subsidiaries as at March 31, 1999 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial condition of Precision and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Precision nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from March 31, 1999 to and including the date hereof there has been no sale, transfer or other disposition by Precision or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of Precision and its consolidated Subsidiaries at March 31, 1999.
(c) The PRO FORMA consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30March 31, 1999, 1999 certified by a Responsible Officer of the Borrower (the "Pro Forma Balance SheetPRO FORMA BALANCE SHEET"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of any Indebtedness to be made with the loans outstanding under the Existing Credit Agreementproceeds of Loans hereunder, (ii) the making of the Term Loans, (iii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with Date, (iv) the consummation of the Vital Choice Precision Acquisition, (iiiv) the issuance of all Subordinated Debt to be made on the Closing Date, (vi) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (vvii) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30March 31, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(cd) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated and ------------------- consolidating balance sheet of the Borrower ASI and its consolidated Subsidiaries as at December March 31, 1998 1997 and the related consolidated and consolidating statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPCoopers & ▇▇▇▇▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated and consolidating financial condition of the Borrower ASI and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated and consolidating cash flows for the fiscal year then ended. The unaudited consolidated and consolidating balance sheet of the Borrower ASI and its consolidated Subsidiaries as at June 30, 1999 1997 and the related unaudited consolidated and consolidating statements of income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated and consolidating financial condition of the Borrower ASI and its consolidated Consolidated Subsidiaries as at such date, and the consolidated and consolidating results of their operations and their consolidated and consolidating cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotescertain notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower ASI nor any of its consolidated Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December March 31, 1998 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower ASI or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated and consolidating financial condition of the Borrower ASI and its consolidated Subsidiaries at December March 31, 19981997.
(b) The pro forma consolidated and consolidating balance sheet of the Borrower ASI and its Consolidated Subsidiaries as of a date satisfactory to the Lenders are complete and correct and present fairly the consolidated and consolidating pro forma financial condition of ASI and its Consolidated Subsidiaries as at June 30such date after giving effect, 1999on a pro forma basis, certified by a Responsible Officer to (i) the McLagan Acquisition, (ii) the financing thereof and (iii) the payment of the Borrower (the "Pro Forma Balance Sheet")related fees and expenses, a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made . Such balance sheet was prepared based on good faith assumptions and on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related best information available to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that ASI as of the date of delivery thereof and fairly presents on a pro forma basis the --- ----- Consolidated financial position of ASI and its Consolidated Subsidiaries as at such operating forecast date, as adjusted, as described above, assuming such events had occurred at such date. The balance sheets, income statements and cash flow projections of ASI and its Consolidated Subsidiaries for the fiscal years ending March 31, 1998 through March 31, 2003 have been prepared on the basis of sound financial planning practice and are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them complete and not misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Asi Solutions Inc)
Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 1996 and the related consolidated statements of income income, of operations, of stockholders' equity and partners' capital and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30March 31, 1999 1997 and the related unaudited consolidated statements of income income, of operations, of stockholders' equity and partners' capital and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate Interest Rate Agreement or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During Except as disclosed in the Schedules to this Agreement, during the period from December 31, 1998 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 19981996.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Capstar Hotel Co)
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 2005 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBank or will be furnished to each Bank that has not already received such copies, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated consolidating balance sheet of the Borrower Company and its consolidated Subsidiaries by geographic region as at June September 30, 1999 2006 and the related unaudited consolidated statements consolidating statement of income operations and of cash flows retained earnings for the six-month period portion of the fiscal year ended on such dateSeptember 30, certified by a Responsible Officer2006, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated consolidating financial condition of the Borrower Company and its consolidated Subsidiaries by geographic region as at such date, and the consolidated consolidating results of their operations and their consolidated cash flows for the six-month period fiscal year then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or referred to in the notes thereto. During the period from December 31September 30, 1998 2006 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June September 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided 2006 except as disclosed in writing to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted Banks prior to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateDate).
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 1995 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, KPMG Peat Marwick LLP copies of which have heretofore been furnished to the Administrative Agent with copies for each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 1996 and the related unaudited consolidated statements of income and of cash flows for the three and six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative AgentAgent with copies for each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three and six-month period then ended (subject to normal year-end audit adjustments adjustments), except that they have been prepared on a first-in-first-out inventory valuation method and except for the absence of footnotes)notes and related schedules. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 19981995.
(b) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by 1996 (including the notes thereto) prepared on a Responsible Officer of the Borrower first-in first-out inventory valuation method (the "Pro Forma Balance SheetPRO FORMA BALANCE SHEET"), a copy copies of which has have heretofore been provided furnished to the Administrative Agent and with copies for each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give has been prepared giving effect (as if such events had occurred on such date) to (i) the refinancing of Recapitalization contemplated to occur on the loans outstanding under the Existing Credit Agreement, Closing Date and (ii) the making of the Revolving Credit Loans borrowings under this Agreement contemplated to be made on the Closing Date and in connection with Date. The Pro Forma Balance Sheet is based on the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related best information available to the foregoing transactions, as estimated in good faith Borrower as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheetdelivery thereof, together with the notes thereto, and presents fairly, fairly in all material respects on a pro forma basis, basis the consolidated estimated financial position of the Borrower and its consolidated Subsidiaries as at June 30, 19991996, assuming that the events specified in the preceding sentence had actually occurred on such dateat June 30, 1996.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The unaudited pro forma ------------------- --- ----- consolidated balance sheet and statement of operations of the Borrower and its consolidated Subsidiaries as at December March 31, 1998 and the related consolidated statements of income and of cash flows 1999, or for the period of four consecutive fiscal year ended on such datequarters ended, reported on by PricewaterhouseCoopers LLPMarch 31, 1999 (the "Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, are complete have been prepared giving effect (as if such events had occurred on such date or at the beginning of such period, as the case may be) to (i) the consummation of the Transaction, (ii) the Loans to be made, Letters of Credit to be issued, and correct the Senior Notes (or the Increasing Rate Term Loans to be funded, as the case may be) and New Preferred Stock to be issued on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in all material respects connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present a good faith estimate on a pro forma basis of the financial --- ----- position of Borrower and its consolidated Subsidiaries as at, or for the period of four consecutive fiscal quarters ended, March 31, 1999 assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as the case may be.
(b) The audited consolidated balance sheets of the Borrower as at December 31, 1996, December 31, 1997 and December 31, 1998, and the related consolidated statements of operations, stockholder's equity and cash flows for the fiscal years ended on such dates, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30March 31, 1999 1999, and the related unaudited consolidated statements of income operations, stockholder's equity and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, involved. The Borrower and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee Obligation, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-long- term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is all as determined in accordance with GAAP, that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property andassets, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation has been disclosed to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided Lenders prior to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateEffective Date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The combined balance sheet of the Continuing Business (as defined in the Stock Purchase Agreement) as at December 26, 1992 and as at December 25, 1993 and the related combined statements of income and of cash flows for the fiscal years ended on such dates, reported on by Coopers & ▇▇▇▇▇▇▇, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the combined financial condition of the Continuing Business (as defined in the Stock Purchase Agreement) as at such dates, and the combined results of their operations and their combined cash flows for the fiscal years then ended. The combined balance sheet of the Continuing Business (as defined in the Stock Purchase Agreement) as at September 24, 1994 and the related combined statements of income and of cash flows for the nine-month period ended on such date, reported on by Coopers & ▇▇▇▇▇▇▇, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the combined financial condition of the Continuing Business (as defined in the Stock Purchase Agreement) as at such date, and the combined results of their operations and their combined cash flows for the nine-month period then ended. All such financial statements have been prepared in accordance with GAAP consistently applied throughout the periods presented. To the knowledge of the Borrower, neither the Borrower nor any of its consolidated or combined Subsidiaries had, at the date of the most recent balance sheet referred to above, any material liability or material obligation which would be required to be included in the financial statements referred to in this subsection in accordance with GAAP which was not so included and was not disclosed in the Final Offering Memorandum. Except as reflected in the financial statements referred to in this subsection 6.1 or as set forth on SCHEDULE 6.1(A) or as disclosed in the Final Offering Memorandum, during the period from September 24, 1994 to and including the Original Closing Date, no sale, transfer or other disposition was made by any Loan Party of any material part of its business or property, no material liabilities were incurred by any Loan Party and no purchase or other acquisition of any business or property (including any capital stock of any other Person) was made by any Loan Party which was material in relation to the combined financial condition of the Continuing Business (as defined in the Stock Purchase Agreement) at September 24, 1994.
(b) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31September 27, 1998 1995 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPDeloitte & Touche, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30January 3, 1999 1996 and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31September 27, 1998 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its or their business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31September 27, 19981995.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Warren S D Co /Pa/)
Financial Condition. (a) The consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as at December 3129, 1998 2007 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, KPMG LLP copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 29, 2008 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the case Securities and Exchange Act of unaudited 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial statementscondition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to normal year-end adjustments and the absence of footnotesaudit adjustments). Neither the Borrower Parent nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to aboveMarch 29, 2008, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31March 29, 1998 2008 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower Parent or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries at December 31March 29, 19982008.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 2000, and the related audited consolidated statements of income operations, changes in stockholders' equity and statements of cash flows for the fiscal year ended on such date, reported on certified by PricewaterhouseCoopers LLPthe Accountants and to the best of his knowledge by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedate in all material respects, and the consolidated results of their its operations and their consolidated cash flows for the fiscal year then endedended in all material respects. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30March 31, 1999 2001 and the related unaudited consolidated statements of income operation and of cash flows for the sixthree-month period ended on such date, certified to the best of his knowledge by a Responsible Officer, Officer of the Borrower copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedate in all material respects, and the consolidated results of their its operations and their its consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statementsstatements (the "Financial Statements"), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and for the absence of footnotesnotes). Neither the Borrower nor any of its The Borrower, on a consolidated Subsidiaries basis, had, at the date of the most recent balance sheet referred to above, any no material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to thereto and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) which is material in relation to the respective consolidated financial condition of the Borrower and its consolidated Subsidiaries such entities at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The In the case of Avangrid, Avangrid has heretofore provided the Lenders with audited consolidated financial statements of such Borrower and its Subsidiaries consisting of a consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 2015, and the related consolidated statements of income income, changes in common stock equity and cash flows audited by Ernst & Young LLP, independent certified public accountants and (b) in the case of the Subsidiary Borrowers, such Borrower has heretofore provided the Lenders with (i) audited consolidated financial statements of such Borrower and its Subsidiaries consisting of a consolidated balance sheet as at December 31, 2014, and the related consolidated statements of income, changes in common stock equity and cash flows audited by Ernst & Young LLP or PricewaterhouseCoopers, LLP, as applicable, independent certified public accountants and (ii) unaudited consolidated financial statements for the quarterly periods ended March 31, 2015, June 30, 2015 and September 30, 2015, together with related consolidated statements of income, changes in common stock equity and cash flows for the fiscal year ended respective periods ending on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes)dates. All such consolidated financial statements, including the related schedules and any notes thereto, have been prepared fairly present the consolidated financial position of such Borrower and its Subsidiaries as of the dates thereof and the results of its operations and changes in its common stock equity and cash flows for the periods then ended, all in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officeron a consistent basis. Since December 31, as the case may be, and as disclosed therein; subject2015, in the case of unaudited financial statementsAvangrid, to year-end adjustments Inc., and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including 2014, in the date hereof case of the Subsidiary Borrowers, there has not occurred any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, except as may have been no saledisclosed in Avangrid’s Registration Statement on Form ▇-▇, transfer or other disposition by ▇▇▇▇▇▇▇▇’s Annual Report on Form 10-K for the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at year ended December 31, 1998.
(b) The pro forma consolidated balance sheet 2015 and any Current Report on Form 8-K of Avangrid or UIL Holdings Corporation, in each case as filed with the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided SEC prior to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateDate.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 3128, 1998 2002 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made hereunder, if any, and the loans to be made under the Term Loan Agreement on the Amendment/Restatement Effective Date, and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at December 28, 2002, assuming that the events specified in the preceding sentence had actually occurred at such date.
(b) The audited consolidated balance sheets of the Borrower as at December 30, 2000, December 29, 2001 and December 28, 2002, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers and accompanied by an unqualified report from KPMG LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of Holdings as at December 28, 2002 presents fairly the consolidated financial condition of Holdings as at such date. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 3028, 1999 2003, and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; therein and subject, in the case of unaudited the financial statementsstatements as of and for the period ended June 28, 2003, to year-normal year end audit adjustments and the absence of footnotesnotes). Neither Holdings, the Borrower nor any of and its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives (except in connection with the Acquisition), which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from December 3128, 1998 2002 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property Property.>
(including any Capital Stock of any other Personc) material in relation to the consolidated financial condition As of the Borrower Amendment/Restatement Effective Date, except as set forth in the accounting policies described and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet set forth in Schedule 4.9 of the Borrower and its consolidated Subsidiaries as at June 30Asset Purchase Agreement, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to line items set forth in (i) the refinancing unaudited product contribution statements in respect of the loans outstanding under Acquired Assets for the Existing Credit Agreementyears ended December 31, 2001 and December 31, 2002, and (ii) the making unaudited product contributions statements in respect of the Revolving Credit Loans to be made on Acquired Assets for the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at six months ended June 30, 19992003, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer best of the Borrower's knowledge, fairly present in all material respects the information purported to be presented in such line items at the dates and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of for the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectperiods indicated therein.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 31, 1998 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by and accompanied by a report from PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lenderpresent fairly, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such datedates, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at June 30March 31, 1999 2013, and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officerpresent fairly, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the sixthree-month period then ended (subject to normal year-year end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date As of the most recent balance sheet referred to aboveClosing Date, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-material long term lease leases or unusual forward or long-long term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements referred to in this paragraph (or in the notes thereto) or, in the case of material long term leases, as described in Schedule 4.1. During the period from December March 31, 1998 2013 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries Group Member of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998property.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Blueknight Energy Partners, L.P.)
Financial Condition. (a) (i) The audited consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at of December 31, 1998 2010, December 31, 2009 and December 31, 2008 and the related consolidated statements of income income, parent company equity and cash flows for the Fiscal Years ended December 31, 2010, December 31, 2009 and December 31, 2008, reported on by and accompanied by unqualified reports from Ernst & Young LLP, and (ii) the unaudited consolidated balance sheets of the Company and its Subsidiaries and the related consolidated statements of income, parent company equity and cash flows for the fiscal year quarter ended on such dateMarch 31, reported on by PricewaterhouseCoopers LLP2011 present fairly, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results statements of their operations and their consolidated cash flows for the fiscal year respective Fiscal Years then ended. The unaudited consolidated balance sheet , of the Borrower Company and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes)Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such accountants or a Responsible Officer, as the case may be, and disclosed in any such schedules and notes). Except as disclosed therein; subjecton Schedule 5.1, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During during the period from December 31, 1998 2010 to and including the date hereof Closing Date, except as provided in or permitted under the Merger Agreement or in connection with the Transactions, there has been no sale, transfer or other disposition by the Borrower or any of Company and its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition by the Company and its Subsidiaries of any business or property (including any Capital Stock of any other Person) which in either case is material in relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at December 31Subsidiaries, 1998taken as a whole, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
(b) As of the Closing Date, except as set forth in the financial statements referred to in Subsection 5.1(a), there are no liabilities of any Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which could reasonably be expected to result in a Material Adverse Effect.
(c) The pro forma consolidated balance sheet and statements of operations of the Borrower Company and its consolidated Subsidiaries as at June 30Subsidiaries, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy copies of which has have heretofore been provided furnished to the Administrative Agent and each Lender, is are the unaudited consolidated balance sheet and statements of operations of the Borrower Company and its consolidated Subsidiaries as of March 31, 2011, adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing date for purposes of the loans outstanding under the Existing Credit Agreementbalance sheet and on April 1, (ii) the making 2010, for purposes of the Revolving Credit Loans statement of operations), to be made on the Closing Date and in connection with the consummation of the Vital Choice AcquisitionTransactions, and the Extensions of Credit hereunder on the Closing Date.
(iiid) the application The Projections have been prepared by management of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated Borrower in good faith as based upon assumptions believed by management to be reasonable at the time of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming preparation thereof (it being understood that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the BorrowerProjections, and in accordance with GAAP except that such forecast and projections do the assumptions on which they were based, may or may not include footnotes and other disclosures which may prove to be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectcorrect).
Appears in 1 contract
Financial Condition. (a) The unaudited consolidated balance sheet of the Borrower Global Signal and its consolidated Subsidiaries as at the end of each calendar month from and after December 31, 1998 2004 until the date hereof, and the related consolidated statements of income and of cash flows for the fiscal year calendar month ended on such datedates, reported on certified by PricewaterhouseCoopers LLPa Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year calendar month then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except for, in the case of any unaudited financial statements, the absence of footnotes and quarterly and year-end adjustments) applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability Contingent Liability (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction Hedge Agreement (other than those Hedge Agreements with the Administrative Agent with trades dates of January 11, 2005, February 2, 2005 and March 21, 2005) or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments. During the period from December 31, 1998 2004 to and including the date hereof there has been no sale, transfer or other disposition by Global Signal, the Borrower or any of its their respective consolidated Subsidiaries of any material part of its business or property and, (other than the Vital Choice Acquisition, as permitted hereunder) and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) ), other than Acquisitions, material in relation to the consolidated consolidating financial condition of the Borrower Global Signal and its consolidated Subsidiaries at December 31, 19982004.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Global Signal Inc)
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower CECO and its consolidated Subsidiaries (other than the K&B Entities) as at December 31, 1998 and the condensed balance sheets of CECO and its Subsidiaries (other than the K&B Entities) as at September 30, 1999 and the related consolidated or condensed statements of income operations and of cash flows for the fiscal year periods ended on such date, reported on by PricewaterhouseCoopers LLPdates, copies of which have heretofore been furnished to each LenderBank, are complete and correct in all material respects and present fairly in all material respects the consolidated or condensed financial condition of the Borrower CECO and its consolidated Subsidiaries as at such date, and the consolidated or condensed results of their operations and their consolidated or condensed cash flows for the fiscal year period then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as involved. None of the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Borrowers nor any of its consolidated such Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is required by GAAP to be but is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet and statement of the Borrower operations of CECO and its consolidated Subsidiaries as at June 30Subsidiaries, 1999, certified by a Responsible Officer of including the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairlyK&B Entities, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries basis as at June September 30, 1999, assuming that and for the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiariestwelve month period then ended, copies of which have heretofore been furnished to each Bank, fairly represent the Lenders, have been prepared in good faith under the direction pro forma consolidated condensed financial condition and results of a Responsible Officer operations of such entities.
(i) As of the BorrowerClosing Date and after giving effect to this Agreement and any Loans to be made on the Closing Date, and in accordance with GAAP except that such forecast and projections the Borrowers, taken as a whole, are Solvent.
(ii) The Borrowers do not include footnotes intend to incur debts beyond their ability to pay such debts as they mature, taking into account the timing of and other disclosures which may amounts of cash to be required pursuant to GAAP, received by them and contain projections as to tax accruals. The Borrower has no reason to believe that as the timing of the date amounts of delivery thereof such operating forecast and cash flow projections are materially incorrect to be payable on or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectrespect of their Debt.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, KPMG Peat Marwick LLP copies of which have heretofore been furnished to the Administrative Agent with copies for each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June September 30, 1999 1997 and the related unaudited consolidated statements of income and of cash flows for the sixthree and nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative AgentAgent with copies for each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixthree and nine-month period then ended (subject to normal year-end audit adjustments adjustments), except that they have been prepared on a first-in-first-out inventory valuation method and except for the absence of footnotes)notes and related schedules. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 19981996, except for the ▇▇▇▇▇▇▇ Acquisition.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. The Borrower has heretofore furnished to each Lender copies of (ai) The the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 2003 and the related audited consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on audited by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete LLP and correct in all material respects and present fairly in all material respects (ii) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 2004 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such datedate (the “Financial Statements”). The Financial Statements present fairly, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dateDecember 31, 2003 and June 30, 2004 and present fairly, in all material respects, the consolidated results of their operations and their consolidated cash flows for the six-month period periods then ended (subject to normal year-end audit adjustments and the absence of footnotesfootnote disclosure). All such financial statementsThe Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except period involved. Except as approved by such accountants or Responsible Officerset forth on Schedule 4.1, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither neither the Borrower nor any of its consolidated Subsidiaries had, at December 31, 2003 or at the date of the most recent balance sheet referred to abovehereof, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 4.1, during the period from December 31, 1998 2003 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at as of December 31, 19982003.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (ai) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 2003 and the related consolidated statements of income and operations, of cash flows and of changes in stockholders' equity for the fiscal year ended on such date, together with the related notes and schedules thereto, reported on by PricewaterhouseCoopers LLPBDO Seidman, and (ii) the unaudited consolidated balance sheet of the B▇▇▇▇▇▇▇ and its consolidated Subsidiaries as at September 30, 2004, in each case, together with the related consolidated statements of operations, of cash flow, and of changes in stockholders' equity for each of the fiscal quarters then ended, in each case copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year respective periods then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended conformity with GAAP.
(subject to normal year-end audit adjustments and the absence of footnotes). b) All such financial statementsstatements referred to in subsection 5.1(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither On the Closing Date, neither the Borrower nor any of its consolidated Subsidiaries hadhave, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease lease, outstanding debt or Lien or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected disclosed in the foregoing financial statements referred to in subsection 5.1(a) or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation thereto to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998extent required by GAAP.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The unaudited consolidated balance sheet at September 30, 2024 and related unaudited consolidated statements of operations and cash flows related to the Initial Borrower and its consolidated Subsidiaries as at December 31, 1998 and the related consolidated statements of income and of cash flows for the fiscal year nine month period then ended have been prepared in good faith, based on such dateassumptions believed by the Initial Borrower to be reasonable as of the date of delivery thereof, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Initial Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of their its operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-nine month period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved (except to the extent disclosed therein).
(b) The audited consolidated balance sheets at December 31, 2023 and related consolidated statements of operations and consolidated statements of cash flows related to the Initial Borrower and its Subsidiaries for the fiscal year then ended December 31, 2023 present fairly in all material respects the consolidated financial condition of the Initial Borrower and its Subsidiaries as approved by at such accountants or Responsible Officer, as the case may bedate, and as disclosed therein; subject, in the case consolidated results of unaudited its operations and cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved (except to year-end adjustments and the absence extent disclosed therein).
(c) On the Closing Date, none of footnotes). Neither the Borrower nor Holdings or any of its consolidated Restricted Subsidiaries had, at the date of the most recent balance sheet referred to above, has any material liability or other obligation (including Indebtedness, Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease or leases other than in the ordinary course of business and unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which commitments) that is not reflected in the foregoing financial statements referred to in clause (a) and (b) above or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer thereto or other disposition not otherwise permitted by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998this Agreement.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Regal and its consolidated Subsidiaries as at December 31September 27, 1998 2001 (the "Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Amended Plan, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing.
(b) The audited consolidated balance sheets of Regal and its consolidated Subsidiaries as at fiscal yearend 2000, 1999 and 1998, and the related consolidated statements of income and of cash flows for the such fiscal year ended on such dateyears, reported on by PricewaterhouseCoopers LLPand accompanied by an unqualified report from Deloitte & Touche LLP (except for, copies of which have heretofore been furnished with respect to each Lenderthe report for fiscal year 2000, are complete and correct in all material respects and the qualifications set forth therein), present fairly in all material respects the consolidated financial condition of the Borrower Regal and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower Regal and its consolidated Subsidiaries as at June 30September 27, 1999 2001 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Regal and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of Regal and its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from December 3128, 1998 2000, to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of Regal and its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) Property material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998ongoing business.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (ai) The consolidated audited Consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2003, 2004, and 2005 together with the related Consolidated and consolidating statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (ii) the audited Consolidated financial statements of the Acquired Company and its Subsidiaries for the fiscal years ended January 31, 2004, 2005, and 2006 together with the related Consolidated and consolidating statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (iii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries and the Acquired Company and its Subsidiaries for the twelve-month period ending on the last day of the most recent fiscal quarter ended for the Borrower or the Acquired Company, as the case may be, prior to the Closing Date, together with the related Consolidated and consolidating statements of income or operations, equity and cash flows for such twelve-month periods ending on such dates and (iv) a pro forma balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 and of the related consolidated statements last day of income and of cash flows for the most recent fiscal year quarter ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished prior to each Lender, are complete and correct the Closing Date:
(A) were in all material respects and prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;
(B) fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition respects, as applicable, as of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended date thereof (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of the unaudited financial statements, to normal year-end adjustments adjustments) and results of operations for the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property periods covered thereby; and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(bC) The pro forma consolidated balance sheet of the Borrower show all material Indebtedness and its consolidated Subsidiaries as at June 30other liabilities, 1999direct or contingent, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30of the date thereof, 1999including liabilities for taxes, assuming that the events specified in the preceding sentence had actually occurred on such datematerial commitments and contingent obligations.
(cb) The operating forecast and cash flow five-year projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished Subsidiaries delivered to the Lenders, Lenders on or prior to the Closing Date have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that based upon reasonable assumptions as of the date of delivery thereof Closing Date. The parties hereto acknowledge that all such operating forecast forecasts and cash flow projections are based on various facts and assumptions which the Borrower believes are reasonable, but there can be no assurance that such facts or assumptions will materialize as anticipated, and the actual results may vary materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectfrom such forecasts and projections.
Appears in 1 contract
Financial Condition. (a) The consolidated Each of (i) the audited combined balance sheet sheets of the Borrower and its consolidated Subsidiaries Holdings as at December 312, 1998 1995 and December 3, 1994 and the related consolidated audited combined statements of income operations and of cash flows for the fiscal year years ended on such dateDecember 2, reported on 1995, December 3, 1994 and November 27, 1993 (said financial statements having been audited by PricewaterhouseCoopers Price Waterhouse LLP), copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated combined financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such datedates, and the consolidated combined results of their its operations and their consolidated its combined cash flows for the fiscal year periods then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may beaccountants, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Holdings nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 312, 1998 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Holdings or any of its consolidated Subsidiaries of any material part of its business or property property, and, other than except for the Vital Choice Asset Transfers, the assumption of the Assumed Liabilities and the Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated combined financial condition of the Borrower Holdings and its consolidated Subsidiaries Subsidiaries, taken as a whole, at December 312, 19981995.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided furnished to the Administrative Agent and each Lender, is the unaudited Lenders the audited consolidated balance sheet sheets of Villazon and Villazon Subsidiary as at October 31, 1996 and December 31, 1995 and the related audited consolidated statements of income, of changes in stockholders' equity and of cash flows for the fiscal years ended December 31, 1995 and 1994 and the ten months ended October 31, 1996 (said consolidated financial statements having been audited by Price Waterhouse LLP). Such financial statements are complete and correct and present fairly the consolidated financial condition of Villazon and Villazon Subsidiary and the results of its operations, its retained earnings and its cash flows for each of the Borrower fiscal periods then ended. All such financial statements, including the related schedules and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreementnotes thereto, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing have been prepared in accordance with GAAP applied consistently throughout the terms periods involved (except as approved by such accountants and as disclosed therein). As of the Loan Documents Closing Date, no material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction exists with respect to Villazon and the Vital Choice Acquisition DocumentsVillazon Subsidiary, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to which is not reflected in the foregoing transactionsfinancial statements. Since October 31, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet1996, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified there has been no change in the preceding sentence had actually occurred on such datePurchased Business which could reasonably be expected to have a Material Adverse Effect.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been has furnished to the LendersAdministrative Agent and the Lenders the balance sheet of Villazon Subsidiary as at October 31, 1996 and the related statement of operations for the ten months ended October 31, 1996. Such financial statements are complete and correct in all material respects and present fairly, when read in conjunction with the financial statements referred to in subsection 3.1(b), the financial condition of Villazon Subsidiary's business and the results of its operations for the fiscal period then ended. All such financial statements have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance substantial conformance with GAAP except that such forecast and projections do not include (other than the omission of footnotes and other disclosures which may be required pursuant schedules and subject to GAAPnormal year-end audit adjustments). Since October 31, and contain projections as to tax accruals. The Borrower 1996, there has been no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading change in any material respect, or omit to state any material fact which would render them misleading in any material respect.Villazon Subsidiary's
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries as at December 31September 30, 1998 1997 and the related consolidated statements of income and of cash flows for the fiscal year period ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lenderthe Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year period then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During Except to the period from December 31, 1998 extent permitted under this Agreement or as disclosed to and including the Agent prior to the date hereof hereof, or as otherwise separately disclosed to the Agent in writing prior to the date hereof, there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June September 30, 19991997 during the period from September 30, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided 1997 to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of including the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such datehereof.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower Guarantor and its consolidated Subsidiaries as at December 31June 30, 1998 1994 and as at June 30, 1995, and the related consolidated statements of income and of cash flows for the fiscal year years ended on each such date, reported on thereon by PricewaterhouseCoopers LLPDeloitte & Touche, copies of which have heretofore been furnished to each the Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year years then ended. .
(b) The unaudited consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at June 30, 1999 1996, and the related unaudited consolidated statements of income and of cash flows for the sixtwelve-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative AgentLender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixtwelve-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). .
(c) All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). .
(d) Neither the Borrower Guarantor nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction transaction, or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 1999, and the related audited consolidated statements of income operations, changes in stockholders' equity and statements of cash flows for the fiscal year ended on such date, reported on certified by PricewaterhouseCoopers LLPthe Accountants and to the best of his knowledge by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedate in all material respects, and the consolidated results of their its operations and their consolidated cash flows for the fiscal year then endedended in all material respects. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 2000 and the related unaudited consolidated statements of income operation and of cash flows for the six-month period ended on such date, certified to the best of his knowledge by a Responsible Officer, Officer of the Borrower copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedate in all material respects, and the consolidated results of their its operations and their its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statementsstatements (the "Financial Statements"), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants Accountants or Responsible OfficerOfficers, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments therein and for the absence of footnotesnotes). Neither the Borrower nor any of its The Borrower, on a consolidated Subsidiaries basis, had, at the date of the most recent balance sheet referred to above, any no material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to thereto and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) which is material in relation to the respective consolidated financial condition of the Borrower and its consolidated Subsidiaries such entities at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 1995 and December 31, 1996, respectively, and the related consolidated statements of income and of earnings, cash flows and shareholders' equity for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1997 and the related unaudited consolidated statements of earnings and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Subsidiaries (taken as a whole) had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationGuaranty, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 301996, 1999other than any such sale, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming transfer or other disposition that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, would have been prepared permitted by this Agreement if this Agreement had been in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that effect at all times during such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectperiod.
Appears in 1 contract
Financial Condition. (a) The Borrower has heretofore furnished to each Lender an audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries (and related consolidating balance sheets of the Borrower and its Restricted Subsidiaries) as at December May 31, 1998 1995 and the notes thereto, and the related consolidated statements of income operations, retained earnings and of cash flows for the fiscal year Fiscal Year then ended on (and related consolidating statements of the Borrower and its Restricted Subsidiaries) as examined and certified by Price Waterhouse, and unaudited consolidated interim financial statements of the Borrower and its Subsidiaries consisting of a consolidated balance sheet and related consolidated statements of operations, retained earnings and cash flows, in each case with related notes, for and as of the end of the three month period ending August 31, 1995 (and related interim consolidating balance sheets and statements of operations, retained earnings and cash flows of the Borrower and its Restricted Subsidiaries as at and for the same interim period). Except as set forth therein, such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and financial statements (including the notes thereto) present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at of the end of such date, Fiscal Year and the consolidated three month period and results of their operations and their consolidated cash flows the changes in its stockholders' equity for the fiscal year Fiscal Year and interim period then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct all in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance conformity with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officeron a Consistent Basis, as the case may be, and as disclosed therein; subjectsubject however, in the case of unaudited financial statements, interim statements to year-year end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December audit adjustments;
(b) since August 31, 1998 to and including the date hereof 1995 there has been no saleadverse change in the condition, transfer financial or other disposition by otherwise, of the Borrower or any of its consolidated Subsidiaries of any material part of its business or property andin the businesses, other than the Vital Choice Acquisitionproperties, no purchase performance, prospects or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition operations of the Borrower and or its consolidated Subsidiaries at December 31Subsidiaries, 1998.
(b) The pro forma consolidated balance sheet nor have such businesses or properties, been adversely affected as a result of the Borrower and its consolidated Subsidiaries as at June 30any fire, 1999explosion, certified by earthquake, accident, strike, lockout, combination of workers, drought, storm, hail, flood, embargo or act of God or a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet")public enemy, in any case which act, event, condition or occurrence has had or could reasonably be expected to have a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.Material Adverse Effect; and
(c) The operating forecast and cash flow projections except as set forth in the financial statements referred to in Section 8.6(a) or in Schedule 8.6 or permitted by Section 10.4, -------------- ------------ ------------ neither Borrower nor any Restricted Subsidiary has incurred, other than in the ordinary course of the Borrower and its consolidated Subsidiariesbusiness, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respectIndebtedness, Contingent Obligation or omit to state any material fact other commitment or liability which would render them misleading in any material respect.remains outstanding or unsatisfied;
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 1999 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBank or will be furnished to each Bank that has not already received such copies, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated consolidating balance sheet of the Borrower Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at June September 30, 1999 and 2000, the related unaudited consolidated statements consolidating statement of income operations and of cash flows retained earnings for the six-month period portion of the fiscal year ended on such dateSeptember 30, 2000 and the press release of the Company with respect to its earnings for fiscal year ended December 31, 2000 (dated February 13, 2001), certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Bank or will be furnished to each Bank that has not already received such copies, are complete and correct in all material respects and present fairly in all material respects the consolidated consolidating financial condition of the Borrower Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States or Canada) and by principal operating group (with respect to other Subsidiaries) as at such date, and the consolidated consolidating results of their operations and their consolidated cash flows for the six-month period fiscal year then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or referred to in the notes thereto. During the period from December 31September 30, 1998 2000 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at December 31September 30, 1998.
2000 (b) The pro forma consolidated balance sheet except for the acquisitions by the Company of the Borrower Wyle Group of Companies and its consolidated Subsidiaries of Mid Range Open Computing Alliance (formerly named Merisel Open Computing Alliance, Inc.) and as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided otherwise disclosed in writing to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted Banks prior to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateDate).
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated audited balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 1997 and December 31, 1998 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on each such datedates, reported on audited by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of each balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder.
(b) The unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income operations and of cash flows for the six-month period ended on such datethen ended, certified by a Responsible OfficerOfficer of the Company, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects accordance with GAAP the consolidated financial condition position of the Borrower Company and its consolidated Subsidiaries as at such date, date and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, Officer and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of The Company and its consolidated Subsidiaries had, did not have at the date of the most recent such balance sheet referred to abovesheet, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements such balance sheet or in the notes theretothereto or in the notes to the Company's audited financial statements. During the period from December 31, 1998 to and including the date hereof there has been Amendment/Restatement Effective Date, no sale, transfer dividends or other disposition by distributions have been declared, paid or made upon the Borrower Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of the Company or any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31been redeemed, 1998retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively, except as permitted under the Existing Credit Agreement.
(bc) The pro forma unaudited consolidated PRO FORMA balance sheet of the Borrower Company and its consolidated Subsidiaries Subsidiaries, as at of June 30, 1999, certified by a Responsible Officer of the Borrower Company (the "Pro Forma Balance SheetPRO FORMA BALANCE SHEET"), a copy copies of which has have been provided furnished to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such datethe date set forth therein) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, FMI Sale and (iiiii) the application of the proceeds of the foregoing Net Proceeds thereof in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (ivsubsections 6.1(b) the consummation of the Vital Choice Acquisition and (vc) (collectively, the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet"PRO FORMA EVENTS"). The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, were prepared based on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and assumptions in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant is based on the best information available to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that the Company as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respectreflects on a PRO FORMA basis the financial position of the Company and its consolidated Subsidiaries as of June 30, or omit to state any material fact which would render them misleading in any material respect1999, as adjusted, as described above, assuming that the Pro Forma Events had actually occurred as of June 30, 1999.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the ------------------- Borrower and its consolidated Subsidiaries as at December 31, 1998 1996 and the related consolidated statements of income operations and shareholders' equity and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPKPMG Peat Marwick, copies of which have heretofore been furnished to each the Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated shareholders' equity and cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June September 30, 1999 1997 and the related unaudited consolidated statements of income operations and shareholders' equity and of cash flows for the sixnine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative AgentLender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and shareholders' equity and their consolidated cash flows for the sixnine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes)involved. Neither the Borrower nor any of its consolidated Subsidiaries hadhas, at the date of the most recent balance sheet referred to abovehereof, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 19981996.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 1998 1998, December 31, 1999 and December 31, 2000 and the related consolidated statements of income income, retained earnings and of cash flows for the fiscal year ended on such date, and the unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of September 30, 2001; and the related consolidated statements of income, retained earnings and cash flows for the period ending as of such date, reported on on, in the case of the annual audited financial statements, by PricewaterhouseCoopers ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lenderthe Lenders, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated retained earnings and cash flows for each of the fiscal year periods then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes theretothereto relating to the audited financials, have been prepared in accordance with GAAP applied consistently throughout the periods involved.
(b) All balance sheets, all statements of income and shareholders equity and of cash flows and all other financial information which shall hereafter be furnished by or on behalf of or the Borrower to the Administrative Agent for the purposes of, or in connection with, this Agreement or any transaction contemplated hereby have been or will be prepared in accordance with GAAP consistently applied throughout the periods involved (except as approved by such accountants disclosed therein) and do or Responsible Officerwill present fairly (subject to normal year-end adjustment and the absence of footnotes in the case of financial statements for any fiscal quarter) the financial condition of the Borrower and its Consolidated Subsidiaries, as the case may be, and as disclosed therein; subject, in at the case of unaudited financial statements, to year-end adjustments dates thereof and the absence results of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to their operations and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast their shareholders equity and cash flow projections of flows for the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectperiods then ended.
Appears in 1 contract
Sources: Credit Agreement (Northwestern Corp)
Financial Condition. The Borrower has heretofore furnished to each Lender copies of (ai) The the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 2003 and the related audited consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on audited by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete LLP and correct in all material respects and present fairly in all material respects (ii) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30March 31, 1999 2004 and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible OfficerOfficer (the “Financial Statements”). The Financial Statements present fairly, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dateDecember 31, 2003 and March 31, 2004 and present fairly, in all material respects, the consolidated results of their operations and their consolidated cash flows for the six-month period periods then ended (subject to normal year-end audit adjustments and the absence of footnotesfootnote disclosure). All such financial statementsThe Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except period involved. Except as approved by such accountants or Responsible Officerset forth on Schedule 4.1, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither neither the Borrower nor any of its consolidated Subsidiaries had, at December 31, 2003 or at the date of the most recent balance sheet referred to abovehereof, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 4.1, during the period from December 31, 1998 2003 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at as of December 31, 19982003.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31January 28, 1998 1996 and the related consolidated statements statement of income and of cash flows operations for the fiscal year ended on such date, reported on audited by PricewaterhouseCoopers Price Waterhouse LLP, copies a copy of which have has heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder.
(b) The unaudited consolidated balance sheets of the Company as at July 28, 1996, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such dates. Such balance sheets, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheets, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements such balance sheets or in the notes thereto. During the period from December 31July 28, 1998 1996 to and including the date hereof there has been Closing Date, no sale, transfer dividends or other disposition by distributions have been 53 48 declared, paid or made upon the Borrower Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of the Company or any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31been redeemed, 1998retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively except as described in the Stock Purchase Agreement.
(bc) The unaudited consolidated pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at June 30, 1999the Closing Date, certified by a Responsible Officer of the Borrower Company (the "Pro Forma Balance Sheet"), a copy of which has heretofore been provided furnished to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries Subsidiaries, adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit AgreementClosing Date Transactions, (ii) and the making issuance of the Revolving Letters of Credit Loans to be made incurred or issued, as the case may be, on the Closing Date Date; and (iii) the incurrence of the Subordinated Debt and all other Indebtedness that the Company and its consolidated Subsidiaries expects to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expects to pay, in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance SheetClosing Date Transactions. The Pro Forma Balance Sheet, together with the notes thereto, presents fairlywas prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Company and its consolidated Subsidiaries as of the date of delivery thereof, and reflects on a pro forma basis, basis the consolidated financial position of the Borrower Company and its consolidated Subsidiaries as at June 30of the Closing Date as adjusted, 1999as described above, assuming that the events specified in the preceding sentence had actually occurred on such dateat the Closing Date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower NSP Holdings L.L.C. and its consolidated Subsidiaries NSP as at December 31, 1998 2002, December 31, 2003 and December 31, 2004 and the related consolidated statements of income operations, changes in members’ deficit and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers and accompanied by an unqualified report from Ernst & Young, LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower NSP Holdings L.L.C. and its consolidated Subsidiaries NSP as at such datedates, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower NSP Holdings L.L.C. and its consolidated Subsidiaries NSP as at June 30April 2, 1999 2005, and the related unaudited consolidated statements of income operations and of cash flows for the six3-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower NSP Holdings L.L.C. and its consolidated Subsidiaries NSP as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the six3-month period then ended (subject to normal year-end audit adjustments adjustments). The (x) unaudited consolidated balance sheets of NSP Holdings L.L.C. and NSP as at April 30, 2005 and May 28, 2005, and the absence related unaudited consolidated statements of footnotes)operations and cash flows for the fiscal months ended on such dates, and (y) the unaudited balance sheets of NSP’s general industrial, fire service and utility/high voltage business segments as at April 30, 2005 and May 28, 2005 and the related statements of operations and cash flows for the fiscal months ended at such dates, present fairly in all material respects the consolidated financial condition of NSP Holdings L.L.C. and NSP, and the business segments as at such dates, and the consolidated results of its operations and its consolidated cash flows for the monthly periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments therein and for the absence of footnotescertain notes thereto). Neither the Borrower nor any of NSP and its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the notes theretoParent Borrower and its Subsidiaries as of the Closing Date. During the period from December 31, 1998 2004 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower NSP or any of its consolidated Subsidiaries subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998property.
(b) The Parent Borrower has heretofore delivered to the Lenders the Confidential Offering Circular dated June 28, 2005 of NSP Holdings L.L.C. and NSP Holdings Capital Corp. in respect of the 11 3/4% Senior Pay in Kind due 2012, and any amendment or supplement thereto which contains the unaudited pro forma consolidated balance sheet and statements of operations of NSP Holdings L.L.C., and as of and for the Borrower and its consolidated Subsidiaries as at June 30three-month period ended April 2, 19992005, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided in each case after giving effect to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (Transactions as if such events they had occurred on such date) to (i) date in the refinancing case of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date balance sheet and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date beginning of all periods presented in the case of the Pro Forma Balance Sheetstatements of operations. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a Such pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, statements have been prepared in good faith under by NSP Holdings L.L.C. and its Subsidiaries, based on the direction of a Responsible Officer of assumptions stated therein (which assumptions are believed by NSP Holdings L.L.C. and its Subsidiaries on the Borrowerdate hereof and on the Closing Date to be reasonable), are based on the best information available to NSP Holdings L.L.C. and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that its Subsidiaries as of the date of delivery thereof thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly in all material respects the pro forma consolidated financial position and results of operations of NSP Holdings L.L.C. as of such operating forecast date and cash flow projections are materially incorrect or misleading in any material respectfor such periods, or omit to state any material fact which would render them misleading in any material respectassuming that the Transactions had occurred at such dates.
Appears in 1 contract
Financial Condition. (a) The Companies have heretofore furnished to the Lender the audited consolidated balance sheet of the Borrower Aceto and its consolidated Subsidiaries as at December 31, 1998 and the related consolidated statements statement of income income, retained earnings and cash flow of cash flows Aceto and its Subsidiaries, audited by BDO ▇▇▇▇▇▇▇ LLP, independent certified public accountants, for the fiscal year ended June 30, 2009. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on such datea consistent basis, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations of Aceto and their consolidated cash flows its Subsidiaries as of the date of such financial statements and for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower periods to which they relate and its consolidated Subsidiaries as at since June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date2009, certified by a Responsible Officer, copies of which have heretofore been furnished no Material Adverse Effect has occurred. The Companies shall deliver to the Administrative AgentLender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition a certificate of the Borrower Chief Financial Officer to that effect on the Closing Date. Other than obligations and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, liabilities arising in the case ordinary course of unaudited financial statementsbusiness since June 30, to year-end adjustments and the absence 2009, there are no material obligations or liabilities contingent or otherwise, of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Aceto or any of its consolidated Subsidiaries which are not reflected or disclosed on such audited statements other than obligations of Aceto and any of its Subsidiaries incurred in the ordinary course of business (which shall be deemed to exclude acquisitions by Aceto or any Subsidiary of Aceto of the business or assets (including, without limitation stock) of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998).
(b) The pro forma consolidated balance sheet Each of the Borrower Aceto and its consolidated Domestic Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma consolidated basis, the consolidated financial position of the Borrower Aceto and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its a consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrowerbasis, and in accordance with GAAP except that such forecast Aceto, individually, is Solvent and projections do not include footnotes immediately after giving effect to each Loan and each other disclosures which may extension of credit contemplated by this Agreement and the execution of each Loan Document, will be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectSolvent.
Appears in 1 contract
Sources: Credit Agreement (Aceto Corp)
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries as at December 31January 2, 1998 2016 and January 3, 2015, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial
(b) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended October 1, 2016, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixnine-month period then ended (subject to normal year-year end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes theretoschedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved involved.
(except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case c) As of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to abovethis Agreement, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-long term lease leases or unusual forward or long-long term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is obligation in respect of derivatives that are made outside the ordinary course of business that are not reflected in the foregoing financial statements or referred to in the notes theretoclauses (a) and (b) above. During the period from December 31January 2, 1998 2016 to and including the date hereof Effective Date, there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries Group Member of any material part of its the business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31Group Members, 1998taken as a whole.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Kadant Inc)
Financial Condition. (a) The consolidated Consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at of December 31, 1998 1995 and the related consolidated Consolidated statements of income and income, of cash flows and of changes in owners' equity of the Borrower and its Subsidiaries for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPArthur Andersen & Co., copies of which have heretofore been furnished to each Lender▇▇ ▇▇c▇ ▇▇▇▇, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at of such date, and the consolidated results of their its Consolidated operations and their consolidated changes in cash flows and changes in owners' equity for the fiscal year then ended. The unaudited consolidated Consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at of June 30, 1999 1996 and the related unaudited consolidated Consolidated statements of income income, and of cash flows of the Borrower and its Subsidiaries for the six-month period ended on such date, certified by a Responsible OfficerOfficer of the Borrower, copies of which have heretofore been furnished to the Administrative Agent, each Bank are complete and correct in all material respects and present fairly in all material respects the consolidated Consolidated financial condition of the Borrower and its consolidated Subsidiaries as at of such date, and the consolidated results of their its operations and their consolidated changes in cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustment). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, according to year-end adjustments and the absence of footnotes)GAAP. Neither the Borrower nor any Subsidiary of its consolidated Subsidiaries hadthe Borrower has, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate Commodity Hedge Transaction, any Interest Hedge Agreement, or foreign currency swap or exchange transaction or other financial derivative, any Investment in any Person which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (ai) The audited consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at of December 31, 1998 1997 and the related consolidated statements of income income, operations, shareholders' equity and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided delivered to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower Banks: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to ordinary, good faith year end audit adjustments; (B) fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (C) include all material indebtedness and other liabilities, direct or contingent, of the Guarantor and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations.
(ii) The unaudited consolidated financial statements of the Pro Forma Balance Sheet. The Pro Forma Balance SheetGuarantor and its Subsidiaries dated June 30, together with 1998, and the notes theretorelated consolidated statements of income or operations, presents fairlyshareholders' equity and cash flows for the fiscal quarter ended on that date, on a pro forma basis, the consolidated financial position copy of which has been delivered to each of the Borrower Banks: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to ordinary, good faith year end audit adjustments; (B) fairly present the financial condition of the Guarantor and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower date thereof and results of operations for the period covered thereby; and (C) include all material indebtedness and other liabilities, direct or contingent, of the Guarantor and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that Subsidiaries as of the date of delivery thereof such operating forecast thereof, including liabilities for taxes, material commitments and cash flow projections are materially incorrect or misleading in any material respectContingent Obligations.
(iii) Since December 31, or omit to state any material fact which would render them misleading in any material respect1997, there has been no Material Adverse Effect.
Appears in 1 contract
Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent as at December 31, 2002 (including the Borrower notes thereto) and its the unaudited pro forma consolidated income statement for the fiscal year ended December 31, 2002 (including the notes thereto) (collectively, the "Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to the Transactions. The Pro Forma Financial Statements have been prepared based on the good faith assumptions of Parent as of the date of delivery thereof and, based on such assumptions, present fairly in all material respects on a pro forma basis the estimated financial position of Parent and the Subsidiaries as at December 31, 1998 2002, assuming that the events specified in the preceding sentence had actually occurred at such date.
(b) The audited consolidated balance sheet of Lux S.A. as at December 31, 2002, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers and accompanied by an unqualified report from Ernst & Young LLP, copies of which have heretofore been furnished to each Lenderpresent fairly, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries Lux S.A. as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Lux S.A. as at June 30March 31, 1999 2003, and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officeron the basis disclosed in the footnotes to such financial statements, copies of which have heretofore been furnished to the Administrative Agentpresent fairly, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries Lux S.A. as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the sixthree-month period then ended (subject to the omission of certain footnotes and normal year-end audit adjustments and the absence of footnotesother adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or a Responsible Officer, as the case may beand disclosed in any such schedules and notes, and as disclosed therein; subject, in the case of except that such unaudited financial statements, to year-end adjustments and the absence of statements do not contain certain footnotes). Neither the Borrower nor any of its consolidated Subsidiaries hadAll material Guarantees, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability liabilities and liabilities for taxes, or any all material long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which according to GAAP must be reflected in such financial statements or the notes thereto are so reflected. During the period from March 31, 2003, to and including the date hereof, there has been no disposition by Lux S.A. of any business or property that would be material to Lux S.A., taken as a whole, other than any such disposition which is not reflected in the foregoing financial statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there or which has otherwise been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material disclosed in relation writing to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided Lenders on or prior to the Administrative Agent and each LenderClosing Date, or which is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related pursuant to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateTransactions.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Dirsamex Sa De Cv)
Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006 (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses due and payable in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Company as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Company and its consolidated Subsidiaries as at March 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date.
(b) The audited consolidated balance sheets of the Company as at December 31, 1998 2004 and December 31, 2005, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by and accompanied by an unqualified report with respect to such financial statements from PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Company as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Company as at June 30March 31, 1999 2006, and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Company as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the sixthree-month period then ended (subject to normal year-year end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, No Group Member has any material Guarantee ObligationGuarantee, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from December March 31, 1998 2006 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries Group Member of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998property.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Visteon Corp)
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such dateperiod from inception of the applicable entity to and including December 31 1996, reported on by PricewaterhouseCoopers LLPArth▇▇ ▇▇▇e▇▇▇▇ & ▇o., copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as of such date, and the consolidated results of their operations and their consolidated cash flows for the period from the inception of the applicable entity to and including December 31, 1996. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries at March 31, 1997 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither Except as set forth on Schedule 5.1(a), neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or other material agreement or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes theretostatements. During Except as set forth on Schedule 5.1(a), during the period from December 31January 1, 1998 1997 to and including the date hereof Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property material part thereof (including any Capital Stock capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998).
(b) The pro forma balance sheet of the Borrower and its consolidated Subsidiaries (the "Pro Forma Balance Sheet"), as set forth in the Information Memorandum is the balance sheet of the Borrower and its consolidated Subsidiaries as at June 30of March 31, 1999, certified by a Responsible Officer of the Borrower 1997 (the "Pro Forma Balance SheetDate"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such datethe dates set forth therein) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans and other extension of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, (ii) the issuance of the Subordinated Notes and (iii) the payment of fees and expenses paid in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of transactions contemplated by the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Digital Television Services of Kansas LLC)
Financial Condition. (a) The consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 1994 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPErnst & Young, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated changes in cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at June 30March 31, 1999 1995 and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated changes in cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in therein and except the case of quarterly statements are unaudited and do not include footnotes as would be required for audited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Restricted Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During thereto and which, in the period from December 31aggregate, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any would be material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower Company and its Subsidiaries taken as at June 30a whole, 1999, assuming that the events specified in the preceding sentence had actually occurred except as set forth on such dateSchedule 4.6.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (Ryland Group Inc)
Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998 and 1996, the related consolidated statements of income operations, of changes in retained earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, Deloitte & Touche copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June September 30, 1999 1997 and the related unaudited consolidated statements of income operations, of changes in retained earnings and of cash flows for the six9-month period ended on such date, certified by a Responsible OfficerOfficer of the Borrower, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six9-month period then ended (except that such financial statements may not include footnote disclosures and are subject to normal year-end audit adjustments and the absence of footnotesother adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subjecttherein and except that interim financial statements may not include footnote disclosures, in the case of unaudited financial statements, are subject to year-end adjustments adjustment, and are presented in accordance with management's internal format consistent with financial statements previously provided to the absence of footnotesAgent). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction transaction, which is required under GAAP to be included in the foregoing statements or other financial derivative, in the notes thereto and which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth in Schedule 5.1, during the period from December 31, 1998 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its the business or property andof the Borrower and its Subsidiaries, other than the Vital Choice Acquisitiontaken as a whole, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries Subsidiaries, taken as a whole, at December 31, 1998the Closing Date.
(b) The pro forma balance sheet of the Borrower and its consolidated Subsidiaries (the "Pro Forma Balance Sheet"), certified by the chief financial officer of the Borrower, copies of which have been heretofore furnished to each Lender, is the balance sheet of the Borrower and its consolidated Subsidiaries as at June the end of September 30, 1999, certified by a Responsible Officer of the Borrower 1997 (the "Pro Forma Balance SheetDate"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing making of the loans outstanding under the Existing Credit AgreementLoans, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice AcquisitionRefinancing, including payment of all premiums, if any, in respect thereto and the repayment of all outstanding borrowings and termination of all outstanding letters of credit under the Existing Credit Agreement and (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees estimated fees, expenses and expenses financing costs related to the foregoing transactions, as estimated in good faith as of transactions and the date of the Pro Forma Balance SheetRefinancing contemplated hereby and thereby. The Pro Forma Balance Sheet, together with the notes thereto, presents fairlywere prepared based on good faith assumptions, and present fairly in all material respects on a pro forma basis, basis the consolidated financial position of the Borrower and its consolidated Subsidiaries as at June 30the Pro Forma Date, 1999, assuming that the events specified in the preceding sentence had actually occurred on such dateadjusted as described above.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Credit Agreement (RBX Corp)
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 1998 2001, and the related consolidated statements statement of income income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such said date, reported on by PricewaterhouseCoopers LLP, copies with the opinion thereon of which have Arthur Andersen LLP heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited Administrative Agent ▇▇▇ ▇▇e ▇▇▇▇▇▇▇ed consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at June 30March 31, 1999 2002, and the their related unaudited consolidated statements of income income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have date heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of their its operations and their consolidated cash flows for the six-fiscal year and the three month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statementsending on said dates, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible OfficerGAAP, as the case may be, and as disclosed therein; applied on a consistent basis (subject, in the case of unaudited the interim financial statements, to normal year-end adjustments and the absence of footnotesadjustments). Neither the Borrower nor any of its consolidated Subsidiaries had, at Subsidiary has on the date of the most recent balance sheet referred to above, Closing Date any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other financial derivative, which is not reflected provided for in the foregoing statements Financial Statements or in Schedule 7.02. As of the notes thereto. During the period from Closing Date, since December 31, 1998 to and including the date hereof 2001, there has been no sale, transfer change or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998event having a Material Adverse Effect.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 2003 and the related consolidated statements of income and of cash flows for the fiscal year period ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each LenderBank, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year period then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes)involved. Neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Guaranty Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is required by GAAP to be but is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at June 30March 31, 19992004 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated SubsidiariesOfficer, copies of which have heretofore been furnished to each Bank, present fairly the Lendersconsolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAPapplied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had, and contain projections as to tax accruals. The Borrower has no reason to believe that as of at the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in the balance sheet referred to above, any material respectGuaranty Obligation, liability for taxes, or omit any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is required by GAAP to state any material fact which would render them misleading be but is not reflected in any material respectthe foregoing statements or in the notes thereto.
Appears in 1 contract
Sources: Credit Agreement (West Pharmaceutical Services Inc)
Financial Condition. The Parent has heretofore furnished to each of the Lenders the following:
(a) The consolidated and consolidating balance sheet sheets of the Borrower Parent and its consolidated Subsidiaries as at December 31, 1998 1995 and the related consolidated and consolidating statements of income income, retained earnings and of cash flows of the Parent and its Subsidiaries for the fiscal year ended on such said date, reported on by PricewaterhouseCoopers LLP, copies with the opinion thereon (in the case of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited said consolidated balance sheet and statements) of Coopers & Lybr▇▇▇ ▇.▇.P., CREDIT AGREEMENT 117 and the unaudited consolidated and consolidating balance sheets of the Borrower Parent and its consolidated Subsidiaries as at June 30, 1999 1996 and the related unaudited consolidated and consolidating statements of income income, retained earnings and of cash flows of the Parent and its Subsidiaries for the six-month period ended on such date; and
(b) consolidated and consolidating balance sheets of Alflex and its Subsidiaries as at March 31, certified by a Responsible Officer1996 and the related consolidated and consolidating statements of income, copies retained earnings and cash flows of which have heretofore been furnished to Alflex and its Subsidiaries for the Administrative Agentfiscal year ended on said date, are complete with the opinion thereon (in the case of said consolidated balance sheet and correct statements) of Ernst & Young L.L.P., and the unaudited consolidated and consolidating balance sheets of Alflex and its Subsidiaries as at June 30, 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flows of Alflex and its Subsidiaries for the three-month period ended on such date. All such financial statements fairly present, in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations Alflex and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officerits Subsidiaries, as the case may be, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Parent and its Subsidiaries and Alflex and its Subsidiaries, as disclosed therein; the case may be, as at said dates and the consolidated and unconsolidated results of their respective operations for the fiscal years and periods ended on said dates (subject, in the case of unaudited such financial statementsstatements as at June 30, 1996, to normal year-end adjustments audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Except as otherwise disclosed to the absence Administrative Agent or the Lenders in writing prior to the date hereof, none of footnotes). Neither the Borrower Parent nor any of its consolidated Subsidiaries had, at has on the date of the most recent balance sheet referred to above, hereof any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other financial derivative, which is not reflected provided for in the foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998.
(b) The pro forma consolidated said balance sheet of the Borrower and its consolidated Subsidiaries sheets as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing said Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.Agreement ----------------
Appears in 1 contract
Financial Condition. (a) [Reserved].
(b) The audited consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries Group Members as at of December 31, 1998 2017, December 31, 2018 and December 31, 2019 and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Group Members as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries Group Members as at June 30March 31, 1999 2020, and the related unaudited consolidated statements of income and of cash flows for the six-3 month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Group Members as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the six-3 month period then ended (subject to normal year-year end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants or Responsible Officerand disclosed therein). No Group Member has, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to aboveClosing Date, any material Guarantee ObligationObligations, contingent liability or liability liabilities and past due liabilities for taxes, or any long-long term lease leases or unusual forward or long-long term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativeobligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph, in each case, as would be considered material. During the period from December 31January 1, 1998 2020 to and including the date hereof hereof, there has been no sale, transfer or other disposition Disposition by the Borrower or any of its consolidated Subsidiaries Group Member of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31, 1998property.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Financial Condition. (a) The consolidated audited balance sheet ------------------- sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 1995, December 31, 1996 and December 31, 1997 the related consolidated statements of income operations and of cash flows for the fiscal year years ended on each such datedates, reported on audited by PricewaterhouseCoopers Coopers & ▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects accordance with GAAP the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent each balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder.
(b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1998 and the related consolidated statements of operations and of cash flows for the three-month period then ended, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the financial position of the Company and its consolidated Subsidiaries as at such date and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end adjustments). Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheet, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements such balance sheet or in the notes theretothereto or in the notes to the Company's audited financial statements. During the period from December 31, 1998 1997 to and including the date hereof there has been Closing Date, no sale, transfer dividends or other disposition by distributions have been declared, paid or made upon the Borrower Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of the Company or any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 31been redeemed, 1998retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively, in each case, except as contemplated in connection with the Merger.
(bc) The unaudited consolidated pro forma consolidated balance sheet of the Borrower Company --- ----- and its consolidated Subsidiaries Subsidiaries, as at June 30of March 31, 19991998, certified by a Responsible Officer of the Borrower Company (the "Pro Forma Balance Sheet"), a copy copies of ----------------------- which has have been provided furnished to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such datethe date set forth therein) to (i) the refinancing Merger and each of the loans outstanding under transactions contemplated by the Existing Credit Agreement, Merger Agreement and (ii) the making incurrence of the Revolving Loans and the issuance of the Letters of Credit Loans to be made incurred or issued, as the case may be, on the Closing Date Date, and all Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance SheetMerger. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, was prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Company as of the date of delivery thereof and reflects on a pro forma basis, basis the consolidated financial position of the Borrower Company and its --- ----- consolidated Subsidiaries as at June 30of March 31, 19991998, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respectMarch 31, or omit to state any material fact which would render them misleading in any material respect1998.
Appears in 1 contract
Sources: Credit Agreement (Sailors Inc)
Financial Condition. (a) The consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 1998 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPErnst & Young, copies of which have heretofore been furnished to each Lender, are complete fairly and correct in all material respects and accurately present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. .
(b) The unaudited consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at June September 30, 1999 1998 and the related unaudited consolidated statements of income and of cash flows for the sixnine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agenteach Lender, are complete fairly and correct in all material respects and accurately present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). .
(c) All such financial statementsstatements described in clause (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes theretothereto or in Schedule 4.1. During the period from December 31September 30, 1998 to and including the date hereof there has been no sale, transfer or other disposition or agreement therefor by the Borrower Company or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) which is material in relation to the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries at December 31September 30, 1998, except as described in Schedule 4.1.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.
Appears in 1 contract
Sources: Term Loan Agreement (Atlantic Gulf Communities Corp)
Financial Condition. (a) The audited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 1998 1999, and the related audited consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at June 30March 31, 1999 2000, and the related unaudited consolidated statements of income and of cash flows for the six3-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six3-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During Except as set forth on Schedule 5.1, during the period from December 31, 1998 1999, to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries at December 31, 19981999.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at June 30of March 31, 1999, certified by a Responsible Officer of 2000 (including the Borrower notes thereto) (the "Pro Forma Balance Sheet"), a copy copies of which has have heretofore been provided furnished to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give has been prepared giving effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement▇▇▇▇▇▇▇ Transaction, (ii) the making of the Revolving Credit Loans to be made on the Closing Date transactions contemplated by this Agreement, and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related in connection with this Agreement and the ▇▇▇▇▇▇▇ Transaction. The Pro Forma Balance Sheet has been prepared based on the best information available to the foregoing transactions, as estimated in good faith Borrower as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheetdelivery thereof, together with the notes thereto, and presents fairly, on a pro forma basis, basis the consolidated estimated financial position of the Borrower and its consolidated Subsidiaries as at June 30, 1999, of the Closing Date assuming that the events specified in the preceding sentence had actually occurred on at such date.
(c) . The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have Pro Forma Balance Sheet has been prepared in good faith accordance with the requirements of Regulation S-X under the direction of Securities Act applicable to a Responsible Officer of registration statement under the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectSecurities Act on Form S-1.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheet sheets of the Borrower Holding and its consolidated Subsidiaries as at of December 31, 1998 1998, December 31, 1999 and December 31, 2000 and the related consolidated statements of income income, shareholders' equity and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers LLPand accompanied by an unqualified report from Deloitte & Touche LLP present fairly, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal year years then ended, of Holding and its consolidated Subsidiaries. The unaudited consolidated balance sheet of the Borrower Holding and its consolidated Subsidiaries as at June 30March 31, 1999 2001, and the related unaudited consolidated statements of income and of cash flows for the sixthree-month period ended of Holding and its consolidated Subsidiaries, on such date, certified by a Responsible Officerpresent fairly, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixthree-month period then ended ended, of Holding and its consolidated Subsidiaries (subject to the omission of footnotes and normal year-end audit adjustments and the absence of footnotesother adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such accountants or a Responsible Officer, as the case may beand disclosed in any such schedules and notes, and as disclosed therein; subject, in subject to the case omission of footnotes from such unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31, 1998 2000 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of Holding and its consolidated Subsidiaries of any material part of its the business or property andof Holding and its consolidated Subsidiaries, other than the Vital Choice Acquisitiontaken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Holding and its consolidated Subsidiaries at December 31Subsidiaries, 1998taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
(b) The pro forma consolidated balance sheet of Holding and its consolidated Subsidiaries (the Borrower "PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to each Lender, is the balance sheet of Holding and its consolidated Subsidiaries as at June 30of March 31, 1999, certified by a Responsible Officer of the Borrower 2001 (the "Pro Forma Balance SheetPRO FORMA DATE"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing receipt by the Borrower of the loans outstanding under gross cash proceeds (prior to any underwriting discount or other associated fees and commissions or any deduction of associated fees and expenses) from the Existing Credit Agreementissuance of the 2001 Senior Notes, (ii) the making of the Revolving Extensions of Credit Loans to be made on the Closing Date and in connection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documentsthereof as contemplated hereby, (iv) the consummation of the Vital Choice Acquisition and (viii) the payment of all fees actual or estimated fees, expenses, financing costs and expenses tax payments related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheettransactions contemplated hereby and thereby. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been Sheet was prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as Article 11 (Pro Forma Financial Information) of Regulation S-X under the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectSecurities Act.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the Borrower and its consolidated the Restricted Subsidiaries as at December 31, 1998 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries the Restricted Subsidiaries, taken as a whole, as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated the Restricted Subsidiaries as at June 30March 31, 1999 1998 and the related unaudited consolidated statements 52 of income operations and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officerdate (the "Interim Statements"), copies of which have heretofore been furnished to the Administrative AgentAgent (with copies for each Lender), are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated the Restricted Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotescomplete footnote disclosure). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited therein and except for interim financial statements, which are subject to normal year-end adjustments and the absence of lack footnotes). Neither Except as set forth in Schedule 5.1 and except for the Borrower nor any of its consolidated Subsidiaries had▇▇▇▇ Acquisition, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During during the period from December 31, 1998 1997 to and including the date hereof Effective Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated the Restricted Subsidiaries of any material part of its business business, assets or property and, other than the Vital Choice Acquisition, and no purchase or other acquisition of any business business, assets or property (including any Capital Stock Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated the Restricted Subsidiaries at December 31, 19981997.
(b) The pro forma consolidated balance sheet financial statements of the Borrower and its the Restricted Subsidiaries and other information most recently delivered under Sections 7.1(a) and (b) were prepared in accordance with GAAP and present fairly in all material respects the consolidated Subsidiaries as at June 30financial condition, 1999results of operations, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet cash flows of the Borrower and its consolidated Subsidiaries adjusted the Restricted Subsidiaries, taken as a whole, as of, and for the portion of the fiscal year ending on the date or dates thereof (subject in the case of interim statements only to give effect (as if such events had occurred on such date) to normal year-end audit adjustments and the absence of footnotes).
(i) The pro forma financial information, Budgets and projections attached hereto as Schedule 5.1(c) furnished to the refinancing Agent by or on behalf of the loans outstanding under the Existing Credit Borrower in connection with this Agreement, the ▇▇▇▇ Acquisition and the transactions contemplated hereby and thereby and (ii) all pro forma financial information, Budgets and projections furnished to the making of the Revolving Credit Loans to be made on the Closing Date and Agent or any Lender in connection with or pursuant to this Agreement or any other Loan Document after the consummation date of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents this Agreement and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related on or prior to the foregoing transactionsdate on which this representation and warranty is made or deemed made, as estimated were in each case prepared and furnished to the Agent or such Lender in good faith and were based on estimates and assumptions that were believed by the management of the Borrower to be reasonable in light of the then current and foreseeable business conditions of the Borrower and the Restricted Subsidiaries and represented the Borrower's management's good faith estimate of the consolidated projected financial performance of the Borrower and the Restricted Subsidiaries based on the information available to the Responsible Officers at the time so furnished.
(d) All Information made available to the Agent or any Lender by or on behalf of the Borrower in connection with or pursuant to this Agreement or any other Loan Document on or prior to the date on which this representation and warranty is made or deemed made did not, as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheetsuch Information was made available, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction contain any untrue statement of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, fact or omit to state any a material fact which would render them necessary in order to make the statements contained therein, taken as a whole, not materially misleading in any material respectlight of the circumstances under which such statements were made.
Appears in 1 contract
Sources: Credit Agreement (Radio One Inc)
Financial Condition. (a) The audited consolidated balance sheet financial statements of the Borrower and its consolidated Subsidiaries as at Holdings dated December 31, 1998 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP1996, copies of which have heretofore been furnished to each LenderLender on or before the Chips Closing Date, have been prepared using accounting methods, procedures and policies which, except as set forth in Schedule 5.1(a), are complete and correct in all material respects accordance with GAAP and present fairly in all material respects the consolidated financial condition positions of the Borrower US Borrower, its predecessors and its Subsidiaries on a consolidated Subsidiaries basis, in each case, as at such datethe dates thereof, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period periods then ended (as to any unaudited interim financial statements, subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein; subject, in the case of unaudited financial statements, to year-end adjustments and the absence of footnotes). Neither the Borrower Holdings nor any of its consolidated Subsidiaries had, to the knowledge of the US Borrower and Holdings, as at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivativetransaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from December 31thereto and which, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition knowledge of the US Borrower and its consolidated Subsidiaries at December 31Holdings, 1998has any reasonable likelihood of resulting in a material cost or loss.
(b) The audited consolidated financial statements of the Canadian Borrower dated December 31, 1995 and 1994, copies of which have been furnished to each Lender on or before the Chips Closing Date, have been prepared using accounting methods, procedures and policies which are in accordance with GAAP applied on a basis consistent with that of prior years and present fairly in all material respects the financial positions of the Canadian Borrower, its predecessors and its Subsidiaries on a consolidated basis, in each case, as at the dates thereof, and the results of operations and statements of cash flows for the periods then ended (as to any unaudited interim financial statements, subject to normal year-end audit adjustments and the absence of footnotes). Neither the Canadian Borrower nor any of its Subsidiaries had, to the knowledge of the Canadian Borrower and Holdings, as at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto and which, to the knowledge of the Canadian Borrower and Holdings, has any reasonable likelihood of resulting in a material cost or loss.
(c) The audited consolidated financial statements of the English Borrower dated January 31, 1996, and, to the knowledge of Holdings and the English Borrower, the audited consolidated financial statements of the English Borrower dated January 31, 1995 and 1994, copies of which have been furnished to each Lender on or before the Chips Closing Date, have been prepared using accounting methods, procedures and policies which are in accordance with GAAP applied on a basis consistent with that of prior years and present 84 78 fairly in all material respects the financial positions of the English Borrower, its predecessors and its Subsidiaries on a consolidated basis, in each case, as at the dates thereof, and the results of operations and statements of cash flows for the periods then ended (as to any unaudited interim financial statements, subject to normal year-end audit adjustments and the absence of footnotes). Neither the English Borrower nor any of its Subsidiaries had, to the knowledge of the English Borrower and Holdings, as at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto and which, to the knowledge of the English Borrower and Holdings, has any reasonable likelihood of resulting in a material cost or loss.
(d) The revised pro forma consolidated balance sheet of the US Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Chips Pro Forma Balance Sheet"), a copy certified by the Responsible Officer of US Borrower, copies of which has have been provided heretofore furnished to the Administrative Agent and each Lender, is is, to the best knowledge of the US Borrower, the unaudited consolidated balance sheet of the US Borrower and its consolidated Subsidiaries as at March 31, 1997, adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, Chips Acquisition and (ii) the making contribution of (x) the Revolving Credit Loans capital stock of Chips Limited to be made on International Holdings and (y) the Closing Date capital stock of Chips Limited by International Holdings to English Holding Company and in connection with the consummation of the Vital Choice Acquisition, financings contemplated by this Agreement and (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheetother Transactions. The Chips Pro Forma Balance Sheet, together with the notes thereto, presents fairly, were prepared based on a pro forma basis, good faith assumptions and are based on the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished best information available to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The US Borrower has no reason to believe that as of the date of delivery thereof such operating forecast thereof, and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respectreflect on a pro forma basis the financial position of the US Borrower and its combined Subsidiaries as at the Chips Closing Date.
Appears in 1 contract
Sources: Credit Agreement (Viasystems Inc)