Common use of Financial Condition Clause in Contracts

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries and the consolidated results of their operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments, as applicable). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 2 contracts

Samples: Master Repurchase Agreement (PennyMac Mortgage Investment Trust), Master Repurchase Agreement (Pennymac Financial Services, Inc.)

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Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended CFC and its Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1996, and the related consolidated statements of income and retained net earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon of certified by Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets Touche, copies of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have been delivered to each Bank, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition position of the Seller CFC and the Guarantor and their its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of CFC and its Subsidiaries as at March 31, 1997, and the related consolidated statements of net earnings and cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have been delivered to each Bank, present fairly the consolidated financial condition of CFC and its Subsidiaries as at such dates date, and the consolidated results of their operations for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since Such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP. As at March 31, 1997, neither CFC nor any of its Subsidiaries had any asset, liability, contingent obligation, liability for taxes, long-term lease or unusual forward or long-term commitment material adverse change in to the consolidated business, operations or financial condition of the Seller CFC and its Subsidiaries taken as a whole from that set forth whole, which was not reflected in the financial foregoing statements delivered for or in the fiscal year of the Seller ending on such datenotes thereto.

Appears in 2 contracts

Samples: Long Term Revolving Credit Agreement (Chrysler Financial Corp), Short Term Revolving Credit Agreement (Chrysler Financial Corp)

Financial Condition. The Seller Borrower has heretofore furnished to the Buyer a copy each Lender copies of (ai) its and the Guarantor’s audited consolidated balance sheets for the fiscal year sheet of the Seller ended Borrower and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2010 and the related audited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon of Deloitte & Touche audited by PricewaterhouseCoopers LLP and (bii) the Seller’s and the Guarantor’s unaudited consolidated balance sheets sheet of the Borrower and the consolidated balance sheets of their its consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31as at June 30, 2017 2011 and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and six-month period ended on such date (the Guarantor for such quarterly fiscal periods“Financial Statements”). All such financial statements are complete and correct and fairly presentThe Financial Statements present fairly, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor its consolidated Subsidiaries as at December 31, 2010 and their Subsidiaries June 30, 2011 and present fairly, in all material respects, the consolidated results of their operations as at such dates and their consolidated cash flows for such fiscal periodsthe periods then ended (subject, all in accordance with GAAP applied on a consistent basis (subject the case of unaudited statements, to normal year-end audit adjustments, as applicableadjustments and the absence of footnote disclosure). Since The Financial Statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved. Except as set forth on Schedule 4.1, neither the Borrower nor any consolidated Subsidiary had, at December 31, 2010 or at the date hereof, any material liability, contingent or otherwise, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from June 30, 2011 through the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material adverse change 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 business, operations or financial condition of the Seller taken Borrower and its consolidated Subsidiaries as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateJune 30, 2011.

Appears in 2 contracts

Samples: Credit Agreement (Affiliated Managers Group Inc), Term Credit Agreement (Affiliated Managers Group Inc)

Financial Condition. The Seller Borrower has heretofore furnished to the Buyer a copy of (a) its and Bank the Guarantor’s Borrower's consolidated balance sheets for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) sheet and the related operating statement and statement of changes in financial position for the Borrower's fiscal year ending January 30, 1999. These financial statements present fairly in conformity with GAAP the consolidated financial condition and affairs of Borrower and its Subsidiaries as of the date thereof, and the consolidated results of the operations of Borrower and its Subsidiaries for the periods covered thereby, and have been prepared in accordance with generally accepted accounting principles on a basis consistently applied. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries with respect to the period ending May 1, 1999 and the related unaudited consolidated statements of income and retained earnings and changes in financial position of cash flows for the Seller Borrower and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated its Subsidiaries for the quarterly fiscal periods period then ended, copies of which have been delivered to the Seller and the Guarantor ended March 31Bank, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, present in all material respectsaccordance with GAAP, the consolidated financial condition position of the Seller Borrower and the Guarantor and their its Subsidiaries as at such date and the consolidated results of their the operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments, as applicable)the period then ended. Since the Financial Statement Date, date of the most recent such balance sheet and related operating statement there has been no material materially adverse change in the consolidated business, operations assets or liabilities or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateBorrower or its Subsidiaries.

Appears in 2 contracts

Samples: Loan Agreement (Oneida LTD), Loan Agreement (Oneida LTD)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its The SpinCo Financial Information fairly presents, in all material respects, the financial condition and results of operations of the SpinCo Business, as of the dates indicated therein and for the periods referred to therein; provided that the SpinCo Financial Information and the Guarantorrepresentations and warranties in this Section 4.1(a) are qualified by the fact that (i) the SpinCo Business has not operated on a separate standalone basis and has historically been reported within 3M’s combined financial statements, and (ii) the SpinCo Financial Information assumes certain allocated charges and credits, which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the SpinCo Business would incur on a standalone basis. The SpinCo Financial Information was prepared based on the accrual basis of accounting consistently applied by 3M and consistent with the methodologies described in the sell-side financial due diligence report prepared by a “big four” accounting firm, dated October 30, 2020, and supplemented as of October 25, 2021, related to the unaudited, adjusted carve out statement of revenue and expenses and select balance sheet information of the SpinCo Business for the periods indicated therein, and were derived from the financial reporting systems and the consolidated financial statements of 3M, which consolidated financial statements were prepared in accordance with GAAP. (b) The audited consolidated balance sheets for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”Parent most recently delivered pursuant to Section 6.1(a) and the related consolidated statements of income and retained earnings and of cash flows for of the Seller and the Guarantor Parent for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s unaudited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller and the Guarantor ended March 31, 2017 Parent most recently delivered pursuant to Section 6.1(b) and the related consolidated statements of income and retained earnings cash flows of the Parent for such quarterly period, in each case, present fairly in all material respects the financial condition of the Parent as at such dates, and the combined results of its operations and its combined cash flows for the Seller and the Guarantor for such applicable annual or quarterly fiscal periodsperiod then ended. All such financial statements are complete statements, including the related schedules and correct and fairly presentnotes thereto, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries and the consolidated results of their operations as at such dates and for such fiscal periods, all have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the periods involved (subject to normal year-end audit adjustmentsexcept as approved by BDO USA, as applicableLLP and disclosed therein). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 2 contracts

Samples: Credit Agreement (Neogen Corp), Credit Agreement (Garden SpinCo Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1999 and December 31, 2000 and the related consolidated statements of income and retained earnings stockholders' equity and of cash flows flow for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by PricewaterhouseCoopers LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2001 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had on March 31, 2001 any material adverse change Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the unaudited consolidated businessbalance sheet as at March 31, operations 2001 or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Dow Jones & Co Inc), Credit Agreement (Dow Jones & Co Inc)

Financial Condition. The Seller has heretofore furnished to consolidated balance sheet of the Buyer a copy Company and its Subsidiaries as of (a) its September 30, 1997 and the Guarantor’s related consolidated balance sheets statement of income for the fiscal year of the Seller ended December 31then ended, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal year, with covered by the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s L.L.P., and the Guarantor’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 1998 and the related unaudited consolidated statement of income for the quarter then ended, in both cases as heretofore delivered to the Bank, present fairly the financial position of the Company and its consolidated Subsidiaries as of the respective dates of those balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries and the consolidated results of their operations as at such dates for the respective periods then ended and for such fiscal periods, all have been prepared in accordance with GAAP applied on a consistent basis (GAAP; provided, that the balance sheet as of June 30, 1998 and the statement of income for the quarter then ended are subject to normal year-end audit adjustmentsadjustments and lack footnotes and other presentation items. There were no material liabilities, direct or indirect, fixed or contingent, of the Company or any of its consolidated Subsidiaries as applicableof the date of the June 30, 1998 balance sheet that are not reflected therein or in the notes thereto. Other than as has been previously disclosed to the Bank in writing through the date hereof (including through the delivery of filings made with the U.S. Securities and Exchange Commission). Since the Financial Statement Date, there has been since June 30, 1998 no material adverse change in the consolidated business, operations or financial condition and operations of the Seller taken as Company and its Subsidiaries on a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateconsolidated basis.

Appears in 2 contracts

Samples: Credit Agreement (Baker Hughes Inc), Credit Agreement (Baker Hughes Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s The audited consolidated balance sheets for the fiscal year sheet of the Seller ended Company and its Subsidiaries dated December 31, 2016 (the “Financial Statement Date”) 2005, and the related audited consolidated statements of income or operations, shareholders' equity and retained earnings and of cash flows for the Seller and Fiscal Year ended on that date have been delivered to the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s Purchasers. The audited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Company and the Guarantor ended March its Subsidiaries dated December 31, 2017 2005, and the related audited consolidated statements of income or operations, shareholders' equity and retained earnings and of cash flows for the Seller and Fiscal Year ended on that date, were prepared in accordance with GAAP consistently applied throughout the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and respective periods covered thereby, fairly present, in all material respects, the financial condition of such Persons as at the dates indicated and the results of their operations and their cash flows for the periods indicated, except as otherwise indicated therein. (b) The unaudited consolidated balance sheets of the Company and its Subsidiaries as at the end of each Fiscal Quarter ended more than 45 days prior to the Closing Date, consisting of a consolidated balance sheet and the related consolidated statements of income and cash flows for the periods indicated were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Seller Company and its Subsidiaries as at the dates indicated and the Guarantor and their Subsidiaries and the consolidated results of their operations as at such dates and their cash flows for such fiscal periodsthe periods indicated, all in accordance with GAAP applied on a consistent basis (subject to changes resulting from audit and normal year-end audit adjustments, as applicable). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered except for the fiscal year absence of the Seller ending on such datefootnotes and as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Purchase Agreement (NextWave Wireless LLC), Purchase Agreement (NextWave Wireless LLC)

Financial Condition. The Seller has heretofore furnished to audited consolidated balance sheet of the Buyer a copy of (a) Borrower and its Consolidated Subsidiaries as at December 31, 2001, and the Guarantor’s related consolidated balance sheets statement of income, stockholders' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal yearon said date, with the opinion thereon of Deloitte & Touche Arthur Andersen LLP and (b) heretofore furnished to the Seller’s and the Guarantor’s Administrative Agent xxx xxe xxxxxxxed consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Borrower and the Guarantor ended its Consolidated Subsidiaries as at March 31, 2017 2002, and the their related consolidated statements of income income, stockholders' equity and retained earnings cash flow of the Borrower and of cash flows its Consolidated Subsidiaries for the Seller and three-month period ended on such date heretofore furnished to the Guarantor for such quarterly fiscal periods. All such financial statements Administrative Agent, are complete and correct and fairly present, in all material respects, respects and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the Guarantor and their Subsidiaries results of its operations for the fiscal year and the consolidated results of their operations as at such dates and for such fiscal periodsthree month period ending on said dates, all in accordance with GAAP GAAP, as applied on a consistent basis (subject subject, in the case of the interim financial statements, to normal year-end audit adjustments, as applicable). Since Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statement Statements or in Schedule 7.02. As of the Closing Date, since December 31, 2001, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as event having a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Callon Petroleum Co)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s The audited consolidated balance sheets for the fiscal year sheet of the Seller ended December Company and its consolidated Subsidiaries at March 31, 2016 (the “Financial Statement Date”) 1997 and the related audited consolidated statements statement of income and retained net earnings and of cash flows changes in financial position for the Seller and the Guarantor for period ended on such fiscal yeardate, with the opinion thereon reported on by Arthxx Xxxexxxx XXX, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Bank, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. As of the date of such financial statements, neither the Company nor any of its Subsidiaries had any material obligation, contingent or otherwise, which was not reflected in the foregoing statements or in the notes thereto and which could have a material adverse effect on the business operations, property or financial or other condition of the Company and its Subsidiaries taken as a whole except as disclosed in this Agreement. (b) The unaudited consolidated balance sheet and statement of net earnings of the Company and its consolidated Subsidiaries for the nine-month period ended on December 31, 1997, copies of which have heretofore been furnished to each Bank, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of its operations for such fiscal periodsthe nine-month period then ended, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments. All such financial statements, as applicable). Since including the Financial Statement Daterelated schedules and notes thereto, there has have been no material adverse change prepared in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateaccordance with GAAP.

Appears in 1 contract

Samples: Credit Agreement (American Media Operations Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1996 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon reported on by Ernst & Young, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and changes in cash flows for the fiscal year 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 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 the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and changes in cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis 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 accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as applicablethe case may be, and as disclosed therein and except the quarterly statements are unaudited and do not include footnotes as would be required for audited financial statements). Since Neither the Financial Statement DateCompany nor any of its Restricted Subsidiaries had, there has been no material adverse change at the date of the most recent balance sheet referred to above, any Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or any interest rate or foreign currency swap or exchange transaction, which is not reflected in the consolidated businessforegoing statements or in the notes thereto and which, operations or financial condition of in the Seller aggregate, would be material to the Company and its Subsidiaries taken as a whole from that whole, except as set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.Schedule 4.6. 4.2

Appears in 1 contract

Samples: Credit Agreement (Ryland Group Inc)

Financial Condition. The Seller Company has heretofore furnished delivered to Lenders, at Lenders' request, the Buyer a copy of following financial statements and information: (ai) its and the Guarantor’s audited consolidated balance sheets for of Company and its Subsidiaries as at October 31, 1998, November 1, 1997 and November 2, 1996 and the fiscal year audited consolidated balance sheets of the Seller ended Shelby and its Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1998, 1997 and 1996, and the related consolidated statements of income income, stockholders' equity and retained earnings and of cash flows for the Seller of Company, Shelby and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated respective Subsidiaries for the quarterly fiscal periods Fiscal Years then ended and (ii) the unaudited consolidated balance sheet of Company and its Subsidiaries for the Seller Fiscal Quarters ending on or about January 31, 1999 and the Guarantor ended of Shelby and its Subsidiaries as of March 31, 2017 1999, and the related unaudited consolidated statements of income income, stockholders' equity and retained earnings and of cash flows of Company, Shelby and their respective Subsidiaries for the Seller and the Guarantor for such quarterly fiscal periodsthree months then ended. All such financial statements are complete and correct were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated financial condition basis) of the Seller entities described in such financial statements as at the respective dates thereof and the Guarantor and their Subsidiaries and the consolidated results of their operations as at such dates and for such fiscal periods, all in accordance with GAAP applied cash flows (on a consistent basis (subject consolidated basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from normal year-end audit adjustments. Company does not (and will not following the funding of the initial Loans) have any Contingent Obligation, as applicable). Since the Financial Statement Datecontingent liability or liability for taxes, there has been no material adverse change long-term lease or unusual forward or long-term commitment that is not reflected in the consolidated foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations operations, properties, assets, condition (financial or financial condition otherwise) or prospects of the Seller Company or any of its Subsidiaries, taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datewhole.

Appears in 1 contract

Samples: Credit Agreement (Falcon Products Inc /De/)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Group Members as at December 31, 2016 (the “Financial Statement Date”) 2003, November 5, 2003, December 31, 2002 and December 31, 2001, and the related consolidated statements of income and retained earnings income, stockholders' equity and of cash flows for the Seller fiscal periods ended on such dates, reported on by and accompanied by an unqualified report from Pricewaterhouse Coopers LLP in the Guarantor for such fiscal yearcase of the December 31, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated 2003 balance sheets and statements for the consolidated period ending December 31, 2003, and Ernst & Young LLP, as to such other balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31statements, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries Group Members as at such date, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Group Members as at June 30, 2004, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of the Group Members as at such dates 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 footnote disclosure, if any). All such fiscal periodsfinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the periods involved (subject to normal year-end audit adjustments, except as applicabledisclosed in the notes thereto). Since As of the Financial Statement Restatement Effective Date, no Group Member has any material Guaranty 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 December 31, 2003 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateproperty.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Leucadia National Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended Company and its consolidated Subsidiaries as of December 31, 2016 (the “Financial Statement Date”) 1995, and the related consolidated statements of income operations and retained earnings and the related consolidated statement of cash flows shareholders' equity for the Seller fiscal year ended on such date (certified by Deloitte & Touche), and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s unaudited consolidated balance sheets sheet of the Company and the consolidated balance sheets of their its consolidated Subsidiaries for the quarterly fiscal periods as of the Seller and the Guarantor ended March 31September 30, 2017 1996, and the related consolidated statements of income operations and retained earnings and statement of cash flows stockholders' equity for the Seller and period ended on such date, copies of which have heretofore been furnished to the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and Agent, present fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such dates, and the consolidated results of their operations as at for the fiscal year and the interim period then ended. All such dates audited financial statements, including the related schedules and for such fiscal periodsnotes thereto, all have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). All unaudited financial statements, including the related schedules and notes thereto, have been prepared on a basis consistent basis (subject with those financial statements prepared as of December 31, 1995. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the balance sheet for the period ended September 30, 1996, referred to normal year-end audit adjustmentsabove, as applicable). Since the Financial Statement Dateany material Contingent Obligation, there has been no material adverse change contingent liability or liability for taxes, long term leases or unusual forward or long term commitment, which is not reflected in the consolidated business, operations foregoing statements or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Revolving Credit Agreement (Avondale Industries Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1994 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon reported on by Ernst & Young, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and changes in cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1995 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 the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and changes in cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis 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 accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as applicablethe case may be, and as disclosed therein and except the quarterly statements are unaudited and do not include footnotes as would be required for audited financial statements). Since Neither the Financial Statement DateCompany nor any of its Restricted Subsidiaries had, there has been no material adverse change at the date of the most recent balance sheet referred to above, any Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or any interest rate or foreign currency swap or exchange transaction, which is not reflected in the consolidated businessforegoing statements or in the notes thereto and which, operations or financial condition of in the Seller aggregate, would be material to the Company and its Subsidiaries taken as a whole from that whole, except as set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateSchedule 4.6.

Appears in 1 contract

Samples: Credit Agreement (Ryland Group Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) The unaudited pro forma combined balance sheet of the Company and its and the Guarantor’s Consolidated Subsidiaries as at December 31, 1997, consolidated balance sheets for the preceding fiscal year of the Seller ended December 31Company and United Meridian, 2016 (which is presented to give effect to the “Financial Statement Date”) Merger under the pooling of interests method of accounting, as reflected in XXX Xxxx X-0, and the related consolidated statements statement of income of the Company and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated its Consolidated Subsidiaries for the quarterly fiscal periods period ended on said date, heretofore furnished to each of the Seller and the Guarantor ended March 31Lenders, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, present in all material respects, respects the consolidated financial condition of the Seller Company and the Guarantor and their its Consolidated Subsidiaries and the consolidated results of their operations as at such dates said date and for such fiscal periods, all the period stated (subject to the absence of a statement of changes in stockholders' equity and cash flows). The Company believes that its assumptions contained in the foregoing unaudited pro forma financial statements are reasonable for presenting the significant financial and accounting effects attributable to the Merger in accordance with GAAP applied on a consistent basis SEC rules for such pro forma financial statements. (subject to normal year-end audit adjustmentsb) The Company and its Consolidated Subsidiaries, as applicable)of December 31, 1997, had no material events of loss or casualties, material contingent liabilities, liabilities for taxes, Liens, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or otherwise contemplated by this Agreement. Since the Financial Statement DateDecember 31, 1997, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as event which has had or could reasonably be expected to have a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: Global Credit Agreement (Ocean Energy Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Company and its Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2001, December 31, 2002 and December 31, 2003 and the related audited consolidated statements of income operations and retained earnings stockholders’ equity and of cash flows for the Seller fiscal years ended on such dates and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and notes thereto present fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their its Subsidiaries as of such dates, and the consolidated results of their operations and cash flows for the fiscal years then ended. The unaudited consolidated condensed balance sheet of the Company and its Subsidiaries as at March 31, 2004 and the related unaudited consolidated condensed statements of operations and stockholders’ equity and cash flows for the period ended on such dates date and the notes thereto present fairly the consolidated financial condition of the Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the period then ended (subject to normal year-end audit adjustments, as applicableadjustments and the absence of footnotes). Since the Financial Statement DateAll such financial statements, there has have been no material adverse change prepared in accordance with GAAP (subject, in the consolidated business, operations or financial condition case of the Seller taken interim financial statements, to normal year-end audit adjustments and the absence of footnotes) applied consistently throughout the periods presented except as a whole from that set forth disclosed in such financial statements and the notes thereto. Neither the Company nor any of its Subsidiaries has any material Contingent Obligation or any material obligation, liability or commitment, direct or contingent (including, without limitation, any liability for taxes or any material forward or long-term commitment), which is not (A) reflected in the financial foregoing statements delivered for and the fiscal year of the Seller ending on such datenotes thereto or (B) permitted to be incurred under this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Revlon Consumer Products Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2002 and December 31, 2003 and the related consolidated statements of income and retained earnings stockholders’ equity and of cash flows flow for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by PricewaterhouseCoopers LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2004 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had on March 31, 2004 any material adverse change Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the unaudited consolidated businessbalance sheet as at March 31, operations 2004 or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Credit Agreement (Dow Jones & Co Inc)

Financial Condition. The Seller Company has heretofore furnished to the Buyer a copy of Lenders (ai) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its Consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2008, December 31, 2009, and December 31, 2010 and the related consolidated statements of income and retained earnings and of operations, cash flows and changes in common shareholders’ equity of the Company and its Consolidated Subsidiaries for the Seller and the Guarantor for such three fiscal yearyears ended December 31, 2010, with the opinion thereon of Deloitte & Touche LLP and (bii) the Seller’s and the Guarantor’s unaudited consolidated balance sheets and related statements of operations, cash flows and stockholders’ equity of the consolidated balance sheets of their consolidated Company and its Consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor quarters ended March 31, 2017 2011 and June 30, 2011 (with respect to which the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periodsauditors have performed an SAS 100 review). All such Such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their its Consolidated Subsidiaries as at said dates and the consolidated results of their operations as at such dates and cash flows for such fiscal periodsthe periods presented, all in accordance with GAAP applied on a consistent basis (subject to except, in the case of clause (ii), for normal year-end audit adjustments, as applicableadjustments and/or absence of full footnote disclosures). Neither the Company nor any of its Material Subsidiaries had on said dates any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. Since the Financial Statement DateDecember 31, 2010, there has been no material adverse change event or condition that could result in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (International Paper Co /New/)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Borrower and its Subsidiaries as at December 3130, 2016 (the “Financial Statement Date”) 2001 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and fiscal year ended on such date, reported on by Borrower's independent certified public accountants, copies of which have heretofore been furnished to the Guarantor for such fiscal yearAgents, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their its Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Borrower and its Subsidiaries as at March 31, 2002 and the related unaudited consolidated statements of income and of cash flows for the periods ended on such date, certified by the chief financial officer or controller of Borrower, copies of which have heretofore been furnished to the Agents, present fairly and in all material respects the consolidated financial condition of Borrower and its Subsidiaries as at such dates date, and the consolidated results of their operations and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the periods then ended (subject to footnote disclosures and 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 accountants or such officer, as applicablethe case may be, and as disclosed therein). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Loan and Security Agreement (Komag Inc /De/)

Financial Condition. (1) The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year sheet of the Seller ended December 31Borrower and its consolidated Subsidiaries as at September 30, 2016 (the “Financial Statement Date”) 1995 and the related audited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their 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. (2) The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 1995, March 31, 1996 and June 30, 1996, and the related unaudited consolidated statements of income and of cash flows for the three-, six- and nine-month periods ended on each 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 Borrower and its consolidated Subsidiaries as at such dates dates, and the consolidated results of their operations and their consolidated cash flows for such fiscal periodsthe three-, all in accordance with GAAP applied on a consistent basis six- and nine-month periods then ended (subject to normal year-end audit adjustments). (3) 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 applicablethe case may be, and as disclosed therein). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Credit Agreement (Lasalle Re Holdings LTD)

Financial Condition. The Seller has heretofore furnished to audited consolidated balance sheet of the Buyer a copy of (a) Company and its Subsidiaries and the Guarantor’s audited consolidated balance sheets statements of operations and cash flows of the Company and its Subsidiaries for the fiscal year ending January 3, 1999 and the unaudited consolidated balance sheet of the Seller ended December 31, 2016 (the “Financial Statement Date”) Company and its Subsidiaries and the related unaudited consolidated statements of income operations and retained earnings and of cash flows for of the Seller Company and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated its Subsidiaries for the quarterly fiscal periods six months ended July 4, 1999, copies of which have been furnished to the Lenders, fairly present, and the financial statements of the Seller Company and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and its Subsidiaries delivered pursuant to Section 5.1(d) will fairly present, in all material respects, the consolidated financial condition position of the Seller Company and its Subsidiaries as at the Guarantor and their Subsidiaries respective dates thereof, and the consolidated results of their operations as at such dates of the Company and its Subsidiaries for such fiscal periodsthe respective periods indicated, all in accordance with GAAP applied on a consistent basis Generally Accepted Accounting Principles (subject subject, in the case of said interim statements, to normal year-end audit adjustments, as applicableadjustments and the absence of footnotes). Since The budgeted consolidated and consolidating financial statements of the Financial Statement Company and its Subsidiaries and the pro forma projections of consolidated financial results of the Company and its Subsidiaries for each of the fiscal years ending in 1999, 2000, 2001, 2002 and 2003 have been prepared in good faith and are based on reasonable assumptions and, to the Company's knowledge, the best information available as of the Effective Date, there . There has been no Material Adverse Effect since January 3, 1999. There is no material adverse change Contingent Liability of the Company or any of its Subsidiaries that is not reflected in such financial statements or in the consolidated business, operations or financial condition of notes thereto and has not otherwise been described in writing to the Seller taken as a whole from that set forth in Agent and the financial statements delivered for the fiscal year of the Seller ending on such dateLenders.

Appears in 1 contract

Samples: Credit Agreement (MSX International Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s [Reserved]. (b) The audited consolidated balance sheets for the fiscal year of the Seller ended Borrower as at December 31, 2016 (the “Financial Statement Date”) 2008, December 31, 2009 and December 31, 2010, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and the Guarantor for such fiscal yearaccompanied by an unqualified report from BDO USA, with the opinion thereon LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries Borrower as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower as at June 30, 2011 and September 30, 2011, and the related unaudited consolidated statements of income and cash flows for the respective three-month period ended on such dates, copies of which have heretofore been furnished to each Lender, each present fairly the consolidated financial condition of Borrower as at such dates dates, and the consolidated results of its operations and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the respective three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, 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 December 31, 2010 to and including the date hereof there has been no Disposition by the Borrower of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateProperty.

Appears in 1 contract

Samples: Revolving Credit Agreement (Iconix Brand Group, Inc.)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended Borrower and its consolidated Subsidiaries as at each of December 31, 2017 and December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings operations and of cash flows for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by Ernst & Young LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their 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 Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such dates date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and for such fiscal periods, all in accordance with GAAP applied on a consistent basis materially correct and present fairly (subject to normal year-end audit adjustments, as applicable). Since the Financial Statement Date, there has been no material adverse change in ) the consolidated business, operations or financial condition of the Seller taken Borrower and its consolidated Subsidiaries as a whole from that set forth in at such date, and the financial statements delivered consolidated results of their operations and their consolidated cash flows for the fiscal year period then ended. All such annual financial statements, including the related schedules and notes thereto, were, as of the Seller ending on date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such date.accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial - 45 - Active.28128860.17

Appears in 1 contract

Samples: Bridge Credit Agreement (Boston Scientific Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended Company and its Consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2000 and the related consolidated statements of income earnings, cash flow and retained earnings common shareholders' equity of the Company and of cash flows its Consolidated Subsidiaries for the Seller and the Guarantor for such fiscal yearyear ended on said date, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s Xxxxxx Xxxxxxxx LLP, and the Guarantor’s unaudited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Company and the Guarantor ended March 31its Consolidated Subsidiaries as at September 30, 2017 2001 and the related consolidated statements of income and retained earnings and cash flow of cash flows the Company and its Consolidated Subsidiaries for the Seller and nine-month period ended on said date, in each case heretofore furnished to each of the Guarantor for such quarterly fiscal periods. All such financial statements Lenders, are complete and correct and fairly present, in all material respects, present the consolidated financial condition of the Seller Company and the Guarantor and their its Consolidated Subsidiaries as at said dates and the consolidated results of their operations for the fiscal year, and nine-month period ended on said dates (subject, in the case of such financial statements as at such dates and for such fiscal periodsSeptember 30, all in accordance with GAAP applied on a consistent basis (subject 2001, to normal year-end audit adjustments), all in accordance with GAAP. Neither the Company nor any of its Material Subsidiaries had on said dates any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as applicable)referred to or reflected or provided for in said balance sheets as at said dates. Since the Financial Statement DateSeptember 30, 2001, there has been no material adverse change event or condition that could result in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: 364 Day Credit Agreement (International Paper Co /New/)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended Borrower and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1998, and the related consolidated statements of income and retained earnings operations and of cash flows for the Seller and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor year ended March December 31, 2017 and the related consolidated statements 1998, reported on by PricewaterhouseCoopers LLP, copies of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and which have heretofore been furnished to each Lender, present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the year then ended. The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 1999 and the related consolidated statements of operations and of cash flows for the three months ended March 31, 1999, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at each such dates date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended. All such fiscal periodsfinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the periods involved (subject except as approved by such accountants and as disclosed therein and, with respect to normal the March 31, 1999 financial statements, for the absence of footnotes and year-end audit adjustments, as applicable). Since Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Financial Statement DateBorrower 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, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from March 31, 1999 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material adverse change 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 business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateBorrower and its consolidated Subsidiaries at March 31, 1999.

Appears in 1 contract

Samples: Credit Agreement (Moray Pipeline Co LLC)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1998 and December 31, 1999 and the related consolidated statements of income and retained earnings stockholders' equity and of cash flows flow for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by PricewaterhouseCoopers LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2000 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had on March 31, 2000 any material adverse change Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the unaudited consolidated businessbalance sheet as at March 31, operations 2000 or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: 364 Day Amended and Restated Credit Agreement (Dow Jones & Co Inc)

Financial Condition. The Seller has audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2003, and the related consolidated statement of income, partners' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2004, and their related consolidated statements of income, partners' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the three month period ended on such date heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended December 31Administrative Agent, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are are/is complete and correct and fairly present, in all material respects, present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the Guarantor and their Subsidiaries results of its operations for the fiscal year and the consolidated results of their operations as at such dates and for such fiscal periodsthree month period on said dates, all in accordance with GAAP GAAP, as applied on a consistent basis (subject subject, in the case of the interim financial statements, to normal year-end audit adjustments, as applicable). 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 the Financial Statement DateDecember 31, 2003, there has been no material adverse change in or event having a Material Adverse Effect. Since the consolidated business, operations or financial condition date of the Seller taken as a whole from that set forth in Financial Statements, neither the financial statements delivered for business nor the fiscal year Properties of the Seller ending on such dateBorrower or any Subsidiary have been materially and adversely affected.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Atlas America Inc)

Financial Condition. The (a) Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets sheet for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) 2004, and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor its consolidated Subsidiaries for such fiscal year, with the each audited by and accompanied by an opinion thereon of Deloitte & Touche LLP KPMG LLP, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP and (b) the Seller’s and the Guarantor’s its consolidated balance sheets sheet and the consolidated balance sheets of their its consolidated Subsidiaries for the quarterly fiscal periods period of the Seller and the Guarantor ended March 31June 30, 2017 2005 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor its consolidated Subsidiaries for such quarterly fiscal periodsperiod, setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition position of the Seller and the Guarantor and their its Subsidiaries and the consolidated results of their operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments, as applicable)basis. Since the Financial Statement DateJune 30, 2005, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller and its consolidated Subsidiaries taken as a whole from that set forth in the said financial statements delivered for the fiscal year of the Seller ending on such datestatements.

Appears in 1 contract

Samples: Master Repurchase Agreement (New Century Financial Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended December 31Company and its Consolidated Subsidiaries as at January 1, 2016 (the “Financial Statement Date”) 1995 and the related consolidated statements of income and retained earnings and of cash flows changes in financial position for the Seller fiscal year ended on such date, certified by Price Waterhouse & Co., copies of which have heretofore been furnished to each Bank, are complete and correct in all material respects and present fairly the Guarantor for consolidated financial condition of the Company and its Consolidated Subsidiaries as at such fiscal yeardate, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets results of their consolidated Subsidiaries operations and changes in financial position for the quarterly fiscal periods year then ended. The unaudited consolidated balance sheet of the Seller Company and the Guarantor ended March 31its Consolidated Subsidiaries as at October 1, 2017 1995 and the related unaudited consolidated statements of income and retained earnings and of cash flows changes in financial position for the Seller and the Guarantor for nine-month period ended on such quarterly fiscal periods. All such financial statements date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Bank, are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its Consolidated Subsidiaries as at such date, and the consolidated results of their operations as at such dates and changes in financial position for such fiscal periods, all in accordance with GAAP applied on a consistent basis the nine-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there have been prepared in accordance with GAAP applied consistently throughout the periods involved. Except for the guarantees of indebtedness permitted in Section 6.03, neither the Company nor any of its Consolidated Subsidiaries has been no any material adverse change Contingent Obligation or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected herein or in the consolidated business, operations schedules and exhibits hereto or financial condition of the Seller taken as a whole from that set forth in the financial foregoing statements delivered for or in the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s The consolidated balance sheets for the fiscal year of the Seller ended Borrower and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1995 and December 31, 1996, respectively, and the related consolidated statements of income earnings, cash flows and retained shareholders' equity for the fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower 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 Borrower and its consolidated Subsidiaries as at June 30, 1997 and the related unaudited consolidated statements of earnings and of cash flows for the Seller and the Guarantor for six-month period ended on such fiscal yeardate, with the opinion thereon certified by a Responsible Officer, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations as at such dates and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis 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 accountants or Responsible Officer, as applicablethe case may be, and as disclosed therein). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.Neither the

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (Federal Mogul Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Borrower and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and the Guarantor for such fiscal yearaccompanied by an unqualified report from KPMG LLP or PricewaterhouseCoopers LLP, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31as applicable, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, respects the consolidated financial condition of the Seller Borrower and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2010, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates date, and the consolidated results of its operations and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the nine-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee 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 and the notes thereto referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateproperty.

Appears in 1 contract

Samples: Credit Agreement (Thompson Creek Metals CO Inc.)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended December Borrower and its Subsidiaries as at October 31, 2016 (the “Financial Statement Date”) 2003, October 31, 2002 and October 31, 2001, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and the Guarantor for such fiscal yearaccompanied by an unqualified report from KPMG LLP, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, respects the consolidated financial condition of the Seller Borrower and the Guarantor and their its Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at January 31, 2004, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such dates date, and the consolidated results of its operations and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). No Group Member has any material Guarantee 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 October 31, 2003 to and including the date hereof there has been no Disposition by any Group Member of any part of its business or property which is material adverse change in to the consolidated businessBorrower and its Subsidiaries, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datewhole.

Appears in 1 contract

Samples: Credit Agreement (Synopsys Inc)

Financial Condition. The Seller has audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2003, and the related consolidated statement of income, partners’ equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2004, and their related consolidated statements of income, partners’equity and cash flow of the Borrower and its Consolidated Subsidiaries for the three month period ended on such date heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended December 31Administrative Agent, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are are/is complete and correct and fairly present, in all material respects, present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the Guarantor and their Subsidiaries results of its operations for the fiscal year and the consolidated results of their operations as at such dates and for such fiscal periodsthree month period on said dates, all in accordance with GAAP GAAP, as applied on a consistent basis (subject subject, in the case of the interim financial statements, to normal year-end audit adjustments, as applicable). 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 the Financial Statement DateDecember 31, 2003, there has been no material adverse change in or event having a Material Adverse Effect. Since the consolidated business, operations or financial condition date of the Seller taken as a whole from that set forth in Financial Statements, neither the financial statements delivered for business nor the fiscal year Properties of the Seller ending on such dateBorrower or any Subsidiary have been materially and adversely affected.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended Borrower and ------------------- its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1995 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon reported on by Coopers & Xxxxxxx, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their 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 December 31, 1996 and the related unaudited consolidated statements of income and of cash flows for the twelve-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 Borrower and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the twelve-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 accountants or Responsible Officer, as applicablethe case may be, and as disclosed therein). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Credit Agreement (CDW Holding Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Parent Borrower as at December 31, 2016 (the “Financial Statement Date”) 2006 and December 31, 2007, and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor years ended March December 31, 2017 2006 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and December 31, 2007, accompanied by an unqualified report from PricewaterhouseCoopers LLP, fairly present, in all material respects, present the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries Parent Borrower, as at such dates, and the consolidated results of their its operations and its consolidated cash flows for the respective periods then ended. The unaudited consolidated balance sheet of the Parent Borrower as at March 31, 2008, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Parent Borrower, as at such dates date, and the consolidated results of its operations and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no material adverse change prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein), subject, in the consolidated business, operations or financial condition case of the Seller taken as a whole from that set forth quarterly financial statements referred to in the financial statements delivered for preceding sentence, to the fiscal year normal year-end audit adjustments and the absence of the Seller ending on such datefootnotes.

Appears in 1 contract

Samples: Credit Agreement (Roper Industries Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and Except as set forth on Schedule 5.1, the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Company as at December 31, 2016 (the “Financial Statement Date”) 2002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and accompanied by an unqualified report with respect to the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and from PricewaterhouseCoopers LLP, present fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries Company as at such dates, and the consolidated results of their its operations as at and its consolidated cash flows for the respective fiscal years then ended. All such dates financial statements, including the related schedules and for such fiscal periodsnotes thereto, all have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the periods involved (subject to normal year-end audit adjustments, except as applicableapproved by the aforementioned firm of accountants and disclosed therein). Since No Group Member has any material Guarantee 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 Financial Statement Datemost recent financial statements referred to in this paragraph. During the period from December 31, 2004 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in part of its business or property. (b) The Adjusted Balance Sheet, copies of which have heretofore been furnished to the consolidated businessBanks, operations or financial condition has been adjusted to give effect to the consummation of the Seller taken MOU Transactions (as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending if such transactions had been consummated on such date) and has been prepared based on the best information available to the Company as of the date of delivery thereof, and presents fairly the estimated financial position of the Company and its consolidated Subsidiaries as at September 30, 2005.

Appears in 1 contract

Samples: Credit Agreement (Visteon Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended Borrower and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1997 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their 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, 1998 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 of the Borrower, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the six-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material adverse change Guarantee Obligation, 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 required by GAAP to be but is not reflected in the consolidated business, operations foregoing statements or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Credit Agreement (Transaction Network Services Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended December 31Company and its consolidated Subsidiaries as at September 30, 2016 (the “Financial Statement Date”) 1995 and the related consolidated statements statement of income and retained earnings and statement of cash flows for the Seller fiscal year ended on such date certified by KPMG Peat Marwick, copies of which certified statements have heretofore been furnished to the Agents and the Guarantor for such fiscal yearBanks, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of June 30, 1995, and the related unaudited consolidated statement of earnings and statement of cash flows for the nine-month period ended on such date, copies of which have heretofore been furnished to the Agents and the Banks, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates dates, and the consolidated results of their operations and cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the nine-month period then ended (subject to normal year-end audit adjustments, as applicable). Since Such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there have been prepared in accordance with GAAP. Neither the Company nor any of its consolidated Subsidiaries has been no any material adverse change contingent obligation, material contingent liability or liability for taxes, material long-term lease or material forward or long-term commitment, which is not reflected in the consolidated business, operations foregoing certified statements or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Global Credit Agreement (Comdisco Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s The audited consolidated balance sheets for the fiscal year of the Seller ended Deltic and its Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1994 and December 31, 1995 and the related audited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal years ended on each such fiscal yeardate, with the opinion thereon reported on by KMPG Peat Marwick LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Deltic and the Guarantor and their 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. (b) The unaudited consolidated balance sheet of Deltic and its consolidated Subsidiaries as at September 30, 1996 and the related unaudited consolidated statements of income and of cash flows for the nine- month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of Deltic and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the nine-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 accountants or Responsible Officer, as applicablethe case may be, and as disclosed therein). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Credit Agreement (Deltic Timber Corp)

Financial Condition. The Seller Company has heretofore hereto- fore furnished to each of the Buyer a copy of Lenders the following financial statements: (ai) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended December 31Company and its Subsidiaries as at September 30, 2016 (the “Financial Statement Date”) 1995 and the related consolidated statements of income and income, retained earnings and of cash flows of the Company and its Subsidiaries for the Seller and the Guarantor for such fiscal yearyear ended on said date, with the opinion thereon of Deloitte Ernst & Touche LLP and Young LLP, and (bii) the Seller’s and the Guarantor’s consolidated balance sheets and the unaudited consolidated balance sheets of their consolidated the Company and its Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 as at December 30 and the related consolidated statements of income income, retained earn- ings Credit Agreement and retained earnings and of cash flows of the Company and its Subsidiaries for the Seller and the Guarantor for three-month period ended on such quarterly fiscal periodsdate. All such financial statements are complete and correct and fairly present, in all material respects, present the consolidated financial condition of the Seller Com- pany and the Guarantor and their its Subsidiaries and the consolidated results of their operations for the fiscal year and three-month period ended on said dates (subject, in the case of such financial statements as at such dates and for such fiscal periodsDecember 30, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. None of the Company and its Subsidiaries has on the date hereof any material con- tingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as applicable)referred to or reflected or provided for in said balance sheets as at said dates. Since the Financial Statement DateDecember 30, 1995, there has been no material adverse change in the consolidated businessfinancial condition, operations operations, business or financial condition of the Seller prospects taken as a whole of the Company and its Subsidiaries from that set forth in the said financial statements delivered for the fiscal year of the Seller ending on such as at said date.

Appears in 1 contract

Samples: Credit Agreement (Advo Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended ------------------- Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1995 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Bank, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their 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 Company and its consolidated Subsidiaries as at March 31, 1996 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 Company, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material adverse change Contingent Obligation, 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 required by GAAP to be but is not reflected in the consolidated business, operations foregoing statements or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Credit Agreement (Sungard Data Systems Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended Borrower and its consolidated Subsidiaries as at each of December 31, 2017 and December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings operations and of cash flows for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by Ernst & Young LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their 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 Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such dates date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and for such fiscal periods, all in accordance with GAAP applied on a consistent basis materially correct and present fairly (subject to normal year-end audit adjustments, as applicable). Since the Financial Statement Date, there has been no material adverse change in ) the consolidated business, operations or financial condition of the Seller taken Borrower and its consolidated Subsidiaries as a whole from that set forth in at such date, and the financial statements delivered consolidated results of their operations and their consolidated cash flows for the fiscal year period then ended. All such annual financial statements, including the related schedules and notes thereto, were, as of the Seller ending on date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such date.accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial

Appears in 1 contract

Samples: Bridge Credit Agreement

Financial Condition. The Seller has audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2020 and the audited consolidated statements of operations, comprehensive loss and cash flow of the Borrower and its consolidated Subsidiaries for such fiscal period then ended, copies of which have heretofore been furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended December 31Administrative Agent, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal yearin each case, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, respects the consolidated financial condition of the Seller Borrower and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and consolidated cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2020, and the unaudited consolidated statements of operations, comprehensive loss and cash flow of the Borrower and its consolidated Subsidiaries for the fiscal period then ended, copies of which have heretofore been furnished to the Administrative Agent, in each case, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates date, and the consolidated results of operations and consolidated cash flows of the Borrower and its consolidated Subsidiaries for such the fiscal periodsperiod then ended. Such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the period involved (subject to normal year-end audit adjustments, except as applicabledisclosed therein). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Uncommitted Letter of Credit and Reimbursement Agreement (New Fortress Energy Inc.)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s unaudited consolidated balance sheets for sheet of ------------------- the fiscal year of the Seller ended December 31Borrower, 2016 (the “Financial Statement Date”) ACE and Delmarva and their respective consolidated Subsidiaries as at September 30, 1998 and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal yearnine-month period then ended, with the opinion thereon certified by a Responsible Officer, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower, ACE and the Guarantor Delmarva and their respective consolidated Subsidiaries as at such date, and the consolidated results of their operations as at such dates and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the 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 accountants or Responsible Officer, as applicablethe case may be, and as disclosed therein). Since Neither the Financial Statement DateBorrower, there has been no ACE and Delmarva nor any of their respective consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material adverse change 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 consolidated business, operations foregoing statements or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Credit Agreement (Conectiv Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2000 and December 31, 2001 and the related consolidated statements of income and retained earnings stockholders' equity and of cash flows flow for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by PricewaterhouseCoopers LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2002 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had on March 31, 2002 any material adverse change Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the unaudited consolidated businessbalance sheet as at March 31, operations 2002 or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.notes thereto. 29

Appears in 1 contract

Samples: Credit Agreement (Dow Jones & Co Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated Consolidated balance sheets for the fiscal year of the Seller ended Company and its Consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1996 and the related consolidated Consolidated statements of income and retained earnings and of cash flows for the Seller fiscal year ended on such date, reported on by the Company's independent certified public accountants, copies of which have heretofore been furnished to each Bank, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such dates, and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets Consolidated results of their consolidated Subsidiaries operations and their Consolidated cash flows for the quarterly fiscal periods year then ended. The unaudited Consolidated balance sheet of the Seller Company and the Guarantor ended March 31its Consolidated Subsidiaries as at May 27, 2017 1997 and the related consolidated unaudited Consolidated statements of income and retained earnings and of cash flows for the Seller and periods ended on such date, certified by the Guarantor for such quarterly fiscal periods. All such chief financial statements are complete and correct and officer or controller of the Company, copies of which have heretofore been furnished to each Bank, present fairly present, in all material respects, the consolidated Consolidated financial condition of the Seller Company and its Consolidated Subsidiaries as at such date, and the Guarantor and their Subsidiaries and the consolidated Consolidated results of their operations as at such dates and their Consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the periods 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 accountants or such officer, as applicablethe case may be, and as disclosed therein). Since Except as otherwise disclosed to the Financial Statement DateBanks, during the period from May 27, 1997 to and including the Effective Date there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material adverse change 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 business, operations or Consolidated financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateCompany and its Consolidated Subsidiaries at May 27, 1997.

Appears in 1 contract

Samples: Credit Agreement (NCC Industries Inc)

Financial Condition. The Seller Company has heretofore furnished to the Buyer a copy Purchasers with (i) true and complete copies of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Company and its Subsidiaries as of December 31, 2016 (the “Financial Statement Date”) 1994 and December 31, 1993 and the related consolidated statements of income operations and retained earnings cash flows, together with the notes thereto, of the Company and of cash flows its Subsidiaries for the Seller years ended December 31, 1994 and December 31, 1993 (the Guarantor for such fiscal year"Audited Financial Statements"), with the opinion thereon of Deloitte & Touche LLP and (bii) the Seller’s and the Guarantor’s consolidated balance sheets and the unaudited condensed consolidated balance sheets of their the Company and its Subsidiaries as of June 30, 1995 and the related condensed consolidated statements of operations and cash flows, together with the notes thereto, of the Company and its Subsidiaries for the quarterly fiscal three and six month periods ending June 30, 1995, certified by an officer of the Seller and Company (item (ii) of this Section 5.10, the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods"Unaudited Financial Statements"). All such financial statements are complete and correct and The Audited Financial Statements fairly present, in all material respects, present the consolidated financial condition position of the Seller Company and its Subsidiaries as of the respective dates thereof, and the Guarantor and their Subsidiaries and the consolidated results of their operations and cash flows of the Company and its Subsidiaries as at such of the respective dates and or for such fiscal periodsthe respective periods set forth therein, all in accordance conformity with GAAP consistently applied on a consistent basis (during the periods involved. The Unaudited Financial Statements fairly present the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, subject to normal year-end audit adjustments, as applicable). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Senior Note Purchase Agreement (Global Telesystems Group Inc)

Financial Condition. The Seller Borrower has heretofore furnished to each of the Buyer a copy Lenders consolidated and consolidating balance sheets of (a) the Borrower and its Consolidated Subsidiaries as at December 31, 1996 and the Guarantor’s related consolidated balance sheets and consolidating statements of income, retained earnings and changes in financial position (or of cash flow, as the case may be) of the Borrower and its Consolidated Subsidiaries for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal yearon said date, with the opinion thereon (in the case of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s said consolidated balance sheets sheet and the consolidated balance sheets statements) of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periodsArthur Andersen & Company. All such financial statements are complete statemexxx xre xxxxxxte and correct and fairly presentpresent fairly, in all material respects, the consolidated and consolidating financial condition of the Seller Borrower and the Guarantor and their its Consolidated Subsidiaries as at said date and the consolidated and consolidating results of their operations as at such dates and for such the fiscal periods, all year ended on said date in accordance with GAAP generally accepted accounting principles and practices applied on Credit Agreement a consistent basis (subject basis. Neither the Borrower nor any of its Subsidiaries had on said date any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to normal year-end audit adjustments, or reflected or provided for in said balance sheet as applicable)at said date. Since the Financial Statement DateDecember 31, 1996, there has been no material adverse change in the consolidated businessfinancial condition, operations operations, business or financial condition prospects taken of the Seller Borrower and its Consolidated Subsidiaries taken as a whole from that set forth in the said financial statements delivered for the fiscal year of the Seller ending on such as at said date.

Appears in 1 contract

Samples: Third Amended and Restated Credit Agreement (Sinclair Broadcast Group Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended December 31Holdings and its Subsidiaries as at June 2, 2016 (the “Financial Statement Date”) 2001, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal year ended on such date, reported on by and the Guarantor for such fiscal year, with the opinion thereon of accompanied by an unqualified report from Deloitte & Touche LLP Touche, present fairly in all material respects the consolidated financial condition of Holdings and (b) the Seller’s and the Guarantor’s its consolidated balance sheets Subsidiaries as at such date, and the consolidated balance sheets results of their its operations and its consolidated Subsidiaries cash flows for the quarterly fiscal periods year then ended. The unaudited consolidated balance sheet of the Seller Holdings as at August 25, 2001, November 17, 2001 and the Guarantor ended March 319, 2017 2002, and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for three-month periods ended on such quarterly fiscal periods. All such financial statements are complete and correct and dates, present fairly present, in all material respects, respects the consolidated financial condition of the Seller Holdings and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their its operations as at such dates and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the periods then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Such financial statements and the notes thereto disclose all material liabilities, direct or contingent, of the Group Members that are required to be so disclosed under GAAP. During the period from June 2, 2001 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateproperty.

Appears in 1 contract

Samples: Credit Agreement (Interstate Bakeries Corp/De/)

Financial Condition. The Seller has heretofore furnished to audited consolidated balance sheet of the Buyer a copy of (a) Borrower and its Consolidated Subsidiaries as at December 31, 2005 and the Guarantor’s related consolidated balance sheets statement of income, stockholders’ equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal yearon said date, with the opinion thereon of Deloitte Ernst & Touche Young LLP and (b) heretofore furnished to the Seller’s Administrative Agent and the Guarantor’s unaudited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Borrower and the Guarantor ended its Consolidated Subsidiaries as at March 31, 2017 2006 and the their related consolidated statements of income income, stockholders’ equity and retained earnings cash flow of the Borrower and of cash flows its Consolidated Subsidiaries for the Seller and three month period ended on such date heretofore furnished to the Guarantor for such quarterly fiscal periods. All such financial statements Administrative Agent, are complete and correct and fairly present, in all material respects, respects and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the Guarantor and their Subsidiaries results of its operations for the fiscal year and the consolidated results of their operations as at such dates and for such fiscal periodsthree month period ending on said dates, all in accordance with GAAP GAAP, as applied on a consistent basis (subject subject, in the case of the interim financial statements, to normal year-end audit adjustments, as applicable). Since Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statement Statements or in Schedule 7.02. As of the Closing Date, since December 31, 2005, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as event having a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Callon Petroleum Co)

Financial Condition. The Seller Company has heretofore furnished to each of the Buyer a copy of Banks (ai) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended Company and its Consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1994 and the related consolidated statements of income operations, capital accounts and retained earnings and of cash flows of the Company and its Consolidated Subsidiaries for the Seller and the Guarantor for such fiscal yearyear ended on said date, with the opinion thereon of Deloitte & Touche KPMG Peat Marwick LLP and (bii) the Seller’s and the Guarantor’s unaudited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Company and the Guarantor ended March 31its Consolidated Subsidiaries as at June 30, 2017 1995 and the related consolidated statements of income operations, capital accounts and retained earnings and of cash flows of the Company and its Consolidated Subsidiaries for the Seller and the Guarantor for six-month period ended on such quarterly fiscal periodsdate. All such Such financial statements are complete and correct and fairly present, in all material respects, present the consolidated Credit Agreement financial condition of the Seller Company and the Guarantor and their Subsidiaries its Consolidated Subsidiaries, as at said dates and the consolidated results of their operations for the fiscal year and six-month period ended on said dates (subject, in the case of such financial statements as at such dates and for such fiscal periodsJune 30, all in accordance with GAAP applied on a consistent basis (subject 1995, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis; and neither the Company nor any of its Subsidiaries had on the date thereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as applicable)referred to or reflected or provided for in said balance sheets as at said dates. Since the Financial Statement Date, there There has been no material adverse change in the consolidated Property, business, operations operations, financial condition, liabilities or financial condition capitalization of the Seller Company and its Consolidated Subsidiaries taken as a whole from that set forth in since the financial statements delivered for last day of the fiscal year of the Seller ending on Company as to which financial statements have most recently been delivered pursuant to Section 8.01(b) hereof (or, if no such datefinancial statements have yet been delivered, since June 30, 1995).

Appears in 1 contract

Samples: Credit Agreement (Bowater Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s The consolidated balance sheets for the fiscal year sheet of the Seller ended Borrower and its Restricted Subsidiaries at December 31, 2016 (the “Financial Statement Date”) 1996 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon reported on by Xxxxxx Xxxxxxxx L.L.P., copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, respects the consolidated financial condition of the Seller Borrower and the Guarantor and their Subsidiaries its Restricted Subsidiaries, taken as a whole, as at such date, and the consolidated results of their operations as at and their consolidated cash flows for the fiscal year then ended. All such dates financial statements, including the related schedules and for such fiscal periodsnotes thereto, all have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Except as set forth in Schedule 5.1, during the period from December 31, 1996 to and including the Effective Date there has been no sale, transfer or other disposition by the Borrower or any of its Restricted Subsidiaries of any material part of its business, assets or property and no purchase or other acquisition of any business, assets or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its Restricted Subsidiaries at December 31, 1996. (b) The financial statements of the Borrower and 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 financial condition, results of operations, and cash flows of the Borrower and the Restricted Subsidiaries, taken as a whole, as of, and for the portion of the fiscal year ending on a consistent basis the date or dates thereof (subject in the case of interim statements only to normal year-end audit adjustments, as applicableadjustments and the absence of footnotes). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Credit Agreement (Radio One Inc)

Financial Condition. The Seller SSC has heretofore furnished to each of the Buyer a copy of (a) its and the Guarantor’s Lenders consolidated balance sheets for the fiscal year of the Seller ended Partnership and its Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1996 and the related consolidated statements of income and income, retained earnings and of cash flows of the Partnership and its Subsidiaries for the Seller and the Guarantor for such fiscal yearyear ended on said date, with the opinion thereon of Deloitte Ernst & Touche LLP and (b) the Seller’s Young, and the Guarantor’s consolidated balance sheets and the unaudited consolidated balance sheets of their consolidated the Partnership and its Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended as at March 31, 2017 1997 and the related consolidated statements of income and income, retained earnings and of cash flows of the Partnership and its Subsidiaries for the Seller and the Guarantor for three-month period ended on such quarterly fiscal periodsdate. All such financial statements are complete and correct and fairly present, in all material respects, present the consolidated financial condition of the Seller Partnership and the Guarantor and their its Credit Agreement 96 - 91 - Subsidiaries as at said dates and the consolidated and unconsolidated results of their operations for the fiscal year and three-month period ended on said dates (subject, in the case of such financial statements as at such dates and for such fiscal periodsMarch 31, all in accordance with GAAP applied on a consistent basis (subject 1997, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. None of the Partnership nor any of its Subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as applicable)referred to or reflected or provided for in said balance sheets as at said dates. Since the Financial Statement DateDecember 31, 1996, there has been no material adverse change in the consolidated businessfinancial condition, operations operations, business or financial condition of the Seller prospects taken as a whole of SSC and its Restricted Subsidiaries from that set forth in the said financial statements delivered for the fiscal year of the Seller ending on such as at said date.

Appears in 1 contract

Samples: Credit Agreement (Tanner Chemicals Inc)

Financial Condition. The Seller Company has heretofore furnished to the Buyer a copy of Lenders (ai) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its Consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2006, December 31, 2007, and December 31, 2008 and the related consolidated statements of income and retained earnings and of operations, cash flows and changes in common shareholders’ equity of the Company and its Consolidated Subsidiaries for the Seller and the Guarantor for such three fiscal yearyears ended December 31, 2008, with the opinion thereon of Deloitte & Touche LLP and (bii) the Seller’s and the Guarantor’s unaudited consolidated balance sheets and related statements of operations, cash flows and stockholders’ equity of the consolidated balance sheets of their consolidated Company and its Consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor quarters ended March 31, 2017 2009, June 30, 2009 and September 30, 2009 (with respect to which the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periodsauditors have performed an SAS 100 review). All such Such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their its Consolidated Subsidiaries as at said dates and the consolidated results of their operations as at such dates and cash flows for such fiscal periodsthe periods presented, all in accordance with GAAP applied on a consistent basis (subject to except, in the case of clause (ii), for normal year-end audit adjustments, as applicableadjustments and/or absence of full footnote disclosures). Neither the Company nor any of its Material Subsidiaries had on said dates any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. Since the Financial Statement DateDecember 31, 2008, there has been no material adverse change event or condition that could result in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (International Paper Co /New/)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Company as at December 31, 2016 (the “Financial Statement Date”) 2000, December 31, 2001 and December 31, 2002, and the related consolidated statements of income and retained earnings operations and of cash flows for the Seller fiscal years ended on such dates, reported on by and the Guarantor for such fiscal yearaccompanied by an unqualified report from PriceWaterhouseCoopers, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor Company as at such dates, and their Subsidiaries and the respective consolidated results of their operations and consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company, as at March 31, 2003, and the related unaudited consolidated statements of operations and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Company as at such dates date, and its consolidated results of operations and consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Except as set forth on Schedule 4.1(b), no Group Member has any material Guarantee Obligations, contingent liabilities or 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 December 31, 2002, to and including the date hereof there has been no Disposition by the Company of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateproperty.

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Energy Corp)

Financial Condition. The Seller has heretofore furnished to audited consolidated balance sheet of the Buyer a copy of (a) Borrower and its Consolidated Subsidiaries as at December 31, 2003 and the Guarantor’s related consolidated balance sheets statement of income, stockholders' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal yearon said date, with the opinion thereon of Deloitte Ernst & Touche Young LLP and (b) heretofore furnished to the Seller’s Administrative Agent and the Guarantor’s unaudited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Borrower and the Guarantor ended its Consolidated Subsidiaries as at March 31, 2017 2004 and the their related consolidated statements of income income, stockholders' equity and retained earnings cash flow of the Borrower and of cash flows its Consolidated Subsidiaries for the Seller and three month period ended on such date heretofore furnished to the Guarantor for such quarterly fiscal periods. All such financial statements Administrative Agent, are complete and correct and fairly present, in all material respects, respects and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the Guarantor and their Subsidiaries results of its operations for the fiscal year and the consolidated results of their operations as at such dates and for such fiscal periodsthree month period ending on said dates, all in accordance with GAAP GAAP, as applied on a consistent basis (subject subject, in the case of the interim financial statements, to normal year-end audit adjustments, as applicable). Since Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statement Statements or in Schedule 7.02. As of the Closing Date, since December 31, 2003, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as event having a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Callon Petroleum Co)

Financial Condition. The Seller Company has heretofore furnished to each of the Buyer a copy of (a) its and Lenders the Guarantor’s audited consolidated balance sheets of the Company and its Consolidated Subsidiaries as at December 31, 2002 and December 31, 2003, respectively, and the related audited consolidated statements of operations, capital accounts and cash flows of the Company and its Consolidated Subsidiaries for the fiscal year of the Seller years ended December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal yearon said respective dates, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periodsKPMG Peat Marwick LLP. All such Such financial statements are complete and correct and fairly present, in all material respects, present the respective consolidated actual financial condition of the Seller Company and its Consolidated Subsidiaries, as at said date and the Guarantor and their Subsidiaries and the actual consolidated results of their Credit Agreement operations as at such dates and for such the fiscal periodsyear ended on said date, all in accordance with GAAP generally accepted accounting principles and practices of the United States of America applied on a consistent basis (subject basis; and neither the Company nor any of its Subsidiaries had on the date thereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to normal year-end audit adjustments, or reflected or provided for in said balance sheets as applicable)at said date. Since the Financial Statement DateDecember 31, 2003, there has been no material adverse change in the consolidated Property, business, operations operations, financial condition, liabilities or financial condition capitalization of the Seller Company and its Consolidated Subsidiaries taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datewhole.

Appears in 1 contract

Samples: Credit Agreement (Bowater Inc)

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Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended December 31Company and its consolidated Subsidiaries as at September 30, 2016 (the “Financial Statement Date”) 1995 and the related consolidated statements statement of income and retained earnings and statement of cash flows for the Seller fiscal year ended on such date certified by KPMG Peat Marwick, copies of which certified statements have heretofore been furnished to the Agents and the Guarantor for such fiscal yearBanks, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of June 30, 1996, and the related unaudited consolidated statement of earnings and statement of cash flows for the nine-month period ended on such date, copies of which have heretofore been furnished to the Agents and the Banks, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates dates, and the consolidated results of their operations and cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the nine-month period then ended (subject to normal year-end audit adjustments, as applicable). Since Such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there have been prepared in accordance with GAAP. Neither the Company nor any of its consolidated Subsidiaries has been no any material adverse change contingent obligation, material contingent liability or liability for taxes, material long-term lease or material forward or long-term commitment, which is not reflected in the consolidated business, operations foregoing certified statements or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Global Credit Agreement (Comdisco Inc)

Financial Condition. The (a) Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets sheet for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) 2003, and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor its consolidated Subsidiaries for such fiscal year, with the each audited by and accompanied by an opinion thereon of Deloitte & Touche LLP KPMG LLP, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP and (b) the Seller’s and the Guarantor’s its consolidated balance sheets sheet and the consolidated balance sheets of their its consolidated Subsidiaries for the quarterly fiscal periods period of the Seller and the Guarantor ended March 31June 30, 2017 2004 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor its consolidated Subsidiaries for such quarterly fiscal periodsperiod, setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition position of the Seller and the Guarantor and their its Subsidiaries and the consolidated results of their operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments, as applicable)basis. Since the Financial Statement DateJune 30, 2004, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller and its consolidated Subsidiaries taken as a whole from that set forth in the said financial statements delivered for the fiscal year of the Seller ending on such datestatements.

Appears in 1 contract

Samples: Master Repurchase Agreement (New Century Financial Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Parent Borrower and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2003, December 31, 2004 and December 31, 2005, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and the Guarantor for such fiscal yearaccompanied by an unqualified report from PricewaterhouseCoopers LLP, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, respects the consolidated financial condition of the Seller Parent Borrower and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates date, and the consolidated results of its operations and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicableadjustments and the addition of footnotes). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has been no any material adverse change Guarantee 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 consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the most recent financial statements delivered for the fiscal year of the Seller ending on such datereferred to in this paragraph.

Appears in 1 contract

Samples: Credit Agreement (Genzyme Corp)

Financial Condition. The Seller has heretofore furnished to audited consolidated balance sheetssheet of the Buyer a copy Holding and its consolidated Subsidiaries as of (a) its December 30, 2017 and December 29, 2018 and theJanuary 1, 2022 and the Guarantor’s audited consolidated balance sheets statements of operationscomprehensive income, shareholders’ equity and cash flows of the Holding and its consolidated Subsidiaries for the fiscal year of the Seller yearsyear ended December 31, 2016 (the “Financial Statement Date”) 2016, December 30, 2017 and the related consolidated statements of income December 29, 2018January 1, 2022, reported on by and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal year, with the opinion thereon of accompanied by unqualified reports from Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31LLP, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly presentpresent fairly, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries conditionposition as at such date, and the consolidated results of their operations and consolidated cash flows for the respective fiscal yearsyear then ended, of the Holding and its consolidated Subsidiaries. The unaudited consolidated balance sheet of the Holding and its consolidated Subsidiaries as of October 1, 2022 and the unaudited consolidated statements of comprehensive income, shareholders’ equity and cash flows of the Holding and its consolidated Subsidiaries for the portion of the fiscal year ended October 1, 2022, present fairly, in all material respects, the consolidated financial position as at such dates date, and the consolidated results of operations and consolidated cash flows for the portion of the fiscal year then ended, of the Holding and its consolidated Subsidiaries. All such fiscal periodsfinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied on throughout the periods covered thereby (except as approved by a consistent basis (Responsible Officer of the Holding, and disclosed in any such schedules and notes, and subject to normal year-end audit adjustments, as applicableand other adjustments and the omission of footnotes from such unaudited financial statements). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Abl Credit Agreement (US Foods Holding Corp.)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s The consolidated balance sheets of the Parent Corporation and its consolidated Subsidiaries as of December 31, 1994, December 30, 1995 and December 28, 1996 and the statements of earnings and cash flows and changes in shareholders' equity for the fiscal year years ended on said dates, each accompanied by a report thereon containing an opinion unqualified as to scope limitations imposed by the Parent Corporation or Middleby and otherwise without qualification except as therein noted, by Xxxxxx Xxxxxxxx & Co., have been prepared in accordance with GAAP consistently applied except as therein noted, are correct and complete and present fairly the financial position of the Seller ended December 31, 2016 (the “Financial Statement Date”) Parent Corporation and its consolidated Subsidiaries as of such dates and the related results of their operations and changes in their cash flows for such periods. The unaudited consolidated balance sheets of the Parent Corporation and its consolidated Subsidiaries as of September 27, 1997, and the unaudited statements of income and retained earnings and of cash flows for the Seller nine month period ended on said date prepared by the Parent Corporation have been prepared in accordance with GAAP consistently applied, are correct and complete and present fairly the financial position of the Parent Corporation and its consolidated Subsidiaries as of said date and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries and the consolidated results of their operations as at such dates and changes in their financial position or cash flows for such fiscal periodsperiod. (b) Since December 28, all in accordance with GAAP applied on a consistent basis (1996, subject to normal year-end audit adjustments, as applicable). Since the Financial Statement DateSCHEDULE 5.11, there has been no material adverse change in the condition, financial or otherwise, of the Parent Corporation and its consolidated Subsidiaries as shown on the consolidated balance sheet as of such date except changes in the ordinary course of business, operations none of which individually or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateaggregate has been materially adverse.

Appears in 1 contract

Samples: Credit Agreement (Middleby Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended VWR and ------------------- its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1994 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Bank, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller VWR and the Guarantor and their 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 VWR and its consolidated Subsidiaries as at June 30, 1995 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 VWR, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of VWR and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither VWR nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material adverse change Contingent Obligation, 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 required by GAAP to be but is not reflected in the consolidated business, operations foregoing statements or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Credit Agreement (VWR Corp)

Financial Condition. The Seller Company has heretofore furnished delivered to the Buyer a copy of (a) its Agent, at the Agent's request, the following financial statements and information: the Guarantor’s audited consolidated balance sheets for the fiscal year sheet of the Seller ended Company and its Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1996 and the related consolidated statements of income income, stockholders' equity and retained earnings and of cash flows for of the Seller Company and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated its Subsidiaries for the quarterly fiscal periods year then ended, (ii) the unaudited consolidated balance sheet of the Seller Company and the Guarantor ended March 31its Subsidiaries as at September 30, 2017 1997 and the related consolidated statements of income income, stockholders' equity and retained earnings and of cash flows of the Company and its Subsidiaries for the Seller 3 months then ended, (iii) the unaudited statements of Property Gross Revenues and Operating Expenses for each of the Mortgaged Properties for the year ended December 31, 1996 and the Guarantor for such quarterly fiscal periodstwelve months ended October 31, 1997. All such financial The statements are complete and correct referred to in clause (i) of the preceding sentence were prepared in conformity with GAAP and fairly present, in all material respects, the consolidated financial condition position of the Seller Company and its Subsidiaries as at the date thereof and the Guarantor and their Subsidiaries and the consolidated results of their operations as at of the Company and its Subsidiaries for the period then ended, subject to changes resulting from audit and normal year end adjustments. Schedule 4.3 annexed hereto sets forth all material Contingent Obligations, contingent liabilities and liabilities for taxes, long-term lease or unusual forward or long-term commitments other than those permitted by this Agreement and incurred since the date of the most recent financial statements referred to above or delivered pursuant to subsections 5.1(iv) or (v), or the notes to such dates financial statements. Such financial statements or notes include all such obligations and for such fiscal periods, all commitments required to be included therein in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments, as applicable). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateGAAP.

Appears in 1 contract

Samples: Senior Secured Revolving Credit Agreement (Prime Hospitality Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended December 31Holdings as at September 30, 2016 (the “Financial Statement Date”) 1998, September 30, 1999, and September 30, 2000, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and the Guarantor for such fiscal year, with the opinion thereon of accompanied by an unqualified report from Deloitte & Touche LLP and (b) LLP, present fairly the Seller’s and the Guarantor’s consolidated balance sheets financial condition of Holdings as at such date, and the consolidated balance sheets results of their its operations and its consolidated Subsidiaries cash flows for the quarterly respective fiscal periods years then ended. The unaudited consolidated balance sheet of the Seller and the Guarantor ended March 31Holdings as at June 30, 2017 2001, and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for nine-month period ended on such quarterly fiscal periods. All such financial statements are complete and correct and date, present fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries Holdings as at such date, and the consolidated results of their its operations as at such dates and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the nine-month period then ended (subject to normal year-end audit adjustments, as applicable). 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 the aforementioned firm of accountants and disclosed therein). Except as described on Schedule 4.1, no Group Member has any material Guarantee 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 September 30, 2000 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property. No Change. Since the Financial Statement DateSeptember 30, 2000, there has been no material adverse change in the consolidated business, operations development or financial condition of the Seller taken as event that has had or could reasonably be expected to have a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Agl Resources Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year sheet of the Seller ended Borrower as at December 31, 2016 (the “Financial Statement Date”) 2000, and the related audited consolidated statements of income operations, changes in stockholders' equity and retained earnings and statements of cash flows for the Seller fiscal year ended on such date, certified by the Accountants and to the Guarantor for such fiscal yearbest of his knowledge by a Responsible Officer of the Borrower, with the opinion thereon copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and which have heretofore been furnished to each Lender, present fairly the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods financial condition of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for Borrower as at such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, date in all material respects, the consolidated results of its operations and consolidated cash flows for the fiscal year then ended in all material respects. The unaudited consolidated balance sheet of the Borrower as at March 31, 2001 and the related unaudited consolidated statements of operation and cash flows for the three-month period ended on such date, certified to the best of his knowledge by a Responsible Officer of the Borrower copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries Borrower as at such date in all material respects, and the consolidated results of their its operations as at and its consolidated cash flows for the three-month period then ended. All such dates financial statements (the "Financial Statements"), including the related schedules and for such fiscal periodsnotes thereto, all have been prepared in accordance with GAAP applied consistently throughout the periods involved (except for the absence of notes). The Borrower, on a consistent basis (subject consolidated basis, had, at the date of the most recent balance sheet referred to normal year-end audit adjustmentsabove, as applicable). Since the Financial Statement Date, there has been no material adverse change 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 is material in relation to the respective consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such entities at such date.

Appears in 1 contract

Samples: Credit Agreement (Univision Communications Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year sheet of the Seller ended Company and its Subsidiaries as of December 31, 2016 (the “Financial Statement Date”) 1997, and the related consolidated statements of income and income, retained earnings and of cash flows for the Seller period then ended, certified by Deloitte & Touche, L.L.P., heretofore delivered to the Bank, are complete and correct in all material respects and fairly present the consolidated financial condition of the Company and its Subsidiaries and the Guarantor results of their operations and changes in their financial position as of the date and for such fiscal year, the period referred to therein and have been prepared in accordance with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s GAAP. The unaudited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Company and the Guarantor ended March 31its Subsidiaries as of June 30, 2017 1998, and the related consolidated statements of income and income, retained earnings and of cash flows for the Seller and period then ended, heretofore delivered to the Guarantor for such quarterly fiscal periods. All such financial statements Bank, are complete and correct and fairly present, in all material respects, respects and fairly present the consolidated financial condition of the Seller Company and the Guarantor and their its Subsidiaries and the consolidated results of their operations and changes in their financial position as at such dates of the date and for such fiscal periods, all the period referred to therein and have been prepared in accordance with GAAP applied on a consistent basis (GAAP, subject to normal year-end audit adjustments, as applicableadjustments and the addition of footnotes. Other than liabilities associated with the acquisition of Array Telecom Corporation (which do not exceed $10,000,000 in the aggregate). Since the Financial Statement Date, there are no material liabilities, direct or indirect, fixed or contingent, of the Company or any of its Subsidiaries as of the dates of such balance sheets that are not reflected therein or in the notes thereto. There has been no material adverse change in the consolidated business, operations or financial condition or operations of the Seller taken as a whole from that set forth Company or any of its Subsidiaries since the dates of such balance sheets, and there has been no other material adverse change in the financial statements delivered for the fiscal year Company or any of the Seller ending on such dateits Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Comdial Corp)

Financial Condition. (1) The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for sheet of ------------------- the fiscal year Borrower and its consolidated Subsidiaries as of the Seller ended December 31September 30, 2016 (the “Financial Statement Date”) 1997 and the related audited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their 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. (2) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 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, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments). (3) 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 applicablethe case may be, and as disclosed therein). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Credit Agreement (Lasalle Re Holdings LTD)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended December 31each Borrower and its consolidated Subsidiaries as at September 30, 2016 (the “Financial Statement Date”) 1997 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and fiscal period ended on such date, copies of which have heretofore been furnished to the Guarantor for such fiscal yearAgent, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, respects the consolidated financial condition of the Seller such Borrower and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations as at and their consolidated cash flows for the fiscal period then ended. All such dates financial statements, including the related schedules and for such fiscal periodsnotes thereto, all have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the periods involved (subject to normal year-end audit adjustmentsexcept as approved by such accountants or Responsible Officer, as applicablethe case may be, and as disclosed therein). Since Except to the Financial Statement Dateextent permitted under this Agreement or as disclosed to the Agent prior to the date hereof, neither such 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, which is not reflected in the foregoing statements or in the notes thereto. Except to the extent permitted under this Agreement or as disclosed to the Agent prior to the date 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 such Borrower or any of its consolidated Subsidiaries of any material adverse change part of its business or property (including any capital stock of any other Person) material in relation to the consolidated business, operations or financial condition of such Borrower and its consolidated Subsidiaries at September 30, 1997 during the Seller taken as a whole period from that set forth in September 30, 1997 to and including the financial statements delivered for the fiscal year of the Seller ending on such datedate hereof.

Appears in 1 contract

Samples: Floor Plan Agreement (Zaring National Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Novellus and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2003, December 31, 2004 and December 31, 2005, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the Guarantor for consolidated financial condition of Novellus and its consolidated Subsidiaries as at such fiscal yeardate, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets sheet of their Novellus and its consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31as at September 30, 2017 2006, and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for three-month period ended on such quarterly fiscal periods. All such financial statements are complete and correct and date, present fairly present, in all material respects, the consolidated financial condition of the Seller Novellus and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their its operations as at such dates and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee 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 disclosure filings made by Novellus with the SEC. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered property for the fiscal year of the Seller ending on such datewhich reasonable consideration has not been received.

Appears in 1 contract

Samples: Credit Agreement (Novellus Systems Inc)

Financial Condition. (a) The Seller Borrower has heretofore furnished to each of the Buyer a copy of (a) its and Lenders the Guarantor’s consolidated balance sheets for the fiscal year sheet of the Seller ended December 31Borrower and its Subsidiaries as at June 30, 2016 (the “Financial Statement Date”) 1996 and the related consolidated statements of income and retained earnings and of earnings, cash flows and changes in shareholders' equity of the Borrower and its Subsidiaries for the Seller and the Guarantor for such fiscal yearyear ended on said date, with the opinion thereon of Deloitte Ernst & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periodsYoung LLP. All such financial statements are complete and correct and fairly present, in all material respectsaspects, the consolidated financial condition of the Seller Borrower and the Guarantor and their Subsidiaries its Subsidiaries, as at said date, and the consolidated results of their operations as at such dates and for such the fiscal periodsyear ended on said date, all in accordance with GAAP applied GAAP. (b) The Borrower has heretofore furnished to each of the Lenders the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 1997 and the related unaudited consolidated statements of earnings, cash flows and changes in shareholders' equity of the Borrower and its Subsidiaries for the nine month period ended on a consistent basis (subject to normal year-end audit adjustmentssaid date. All such financial statements fairly present, in all material aspects, the consolidated financial condition of the Borrower and its Subsidiaries, as applicable). at said date, and the consolidated results of their operations for the nine month period ended on said date, all in accordance with GAAP. (c) Since the Financial Statement DateMarch 31, 1997, there has been no material adverse change in the consolidated business, operations or financial condition ability of the Seller taken as a whole from that set forth Borrower to perform its obligations hereunder or in the financial statements delivered for the fiscal year rights and obligations of the Seller ending on such dateLenders hereunder.

Appears in 1 contract

Samples: Credit Agreement (Mallinckrodt Inc /Mo)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Novellus and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2001, December 31, 2002 and December 31, 2003, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the Guarantor for consolidated financial condition of Novellus and its consolidated Subsidiaries as at such fiscal yeardate, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets sheet of their Novellus and its consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended as at March 31, 2017 2004, and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for three-month period ended on such quarterly fiscal periods. All such financial statements are complete and correct and date, present fairly present, in all material respects, the consolidated financial condition of the Seller Novellus and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their its operations as at such dates and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee 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 disclosure filings made by Novellus with the SEC. During the period from December 31, 2003 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered property for the fiscal year of the Seller ending on such datewhich reasonable consideration has not been received.

Appears in 1 contract

Samples: Credit Agreement (Novellus Systems Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year sheet of the Seller ended ------------------- Company and its Subsidiaries as of December 31, 2016 (the “Financial Statement Date”) 1999, and the related consolidated statements of income and income, retained earnings and of cash flows for the Seller period then ended, certified by Deloitte & Touche, L.L.P., heretofore delivered to the Bank, are complete and correct in all material respects and fairly present the consolidated financial condition of the Company and its Subsidiaries and the Guarantor results of their operations and changes in their financial position as of the date and for such fiscal year, the period referred to therein and have been prepared in accordance with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s GAAP. The unaudited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Company and the Guarantor ended March 31its Subsidiaries as of July 2, 2017 2000, and the related consolidated statements of income and income, retained earnings and of cash flows for the Seller and period then ended, heretofore delivered to the Guarantor for such quarterly fiscal periods. All such financial statements Bank, are complete and correct and fairly present, in all material respects, respects and fairly present the consolidated financial condition of the Seller Company and the Guarantor and their its Subsidiaries and the consolidated results of their operations and changes in their financial position as at such dates of the date and for such fiscal periods, all the period referred to therein and have been prepared in accordance with GAAP applied on a consistent basis (GAAP, subject to normal year-end audit adjustmentsadjustments and the addition of footnotes. There are no material liabilities, direct or indirect, fixed or contingent, of the Company or any of its Subsidiaries as applicable)of the dates of such balance sheets that are not reflected therein or in the notes thereto. Since the Financial Statement Date, there There has been no material adverse change in the consolidated business, operations or financial condition or operations of the Seller taken as a whole from that set forth Company or any of its Subsidiaries since the dates of such balance sheets, and there has been no other material adverse change in the financial statements delivered for the fiscal year Company or any of the Seller ending on such dateits Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Comdial Corp)

Financial Condition. (i) The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for sheet (the fiscal year "BALANCE SHEET") of the Seller ended Lessee and its consolidated Subsidiaries as of December 31, 2016 (the “Financial Statement Date”) 2003 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon reported on by Ernst & Young LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods which have heretofore been furnished to each of the Seller and the Guarantor ended March 31Participants, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, respects the consolidated financial condition of the Seller Lessee and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations as at and their consolidated cash flows for the fiscal year then ended. (ii) All such dates financial statements, including the related schedules and for such fiscal periodsnotes thereto, all have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the periods involved (subject to normal year-end audit adjustmentsexcept as approved by such accountants or Responsible Officer, as applicablethe case may be, and as disclosed therein). Since Neither the Financial Statement DateLessee 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 any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except to the extent permitted under this Agreement or separately disclosed to the Participants in writing prior to the date hereof, there has been no sale, transfer or other disposition by the Lessee or any of its consolidated Subsidiaries of any material adverse change 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 business, operations or financial condition of the Seller taken as a whole Lessee and its consolidated Subsidiaries at December 31, 2003 during the period from that set forth in December 31, 2003 to and including the financial statements delivered for the fiscal year of the Seller ending on such datedate hereof.

Appears in 1 contract

Samples: Participation Agreement (Reebok International LTD)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended December 31Holdings and its Subsidiaries as at June 3, 2016 (the “Financial Statement Date”) 2000, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal year ended on such date, reported on by and the Guarantor for such fiscal year, with the opinion thereon of accompanied by an unqualified report from Deloitte & Touche LLP Touche, present fairly in all material respects the consolidated financial condition of Holdings and (b) the Seller’s and the Guarantor’s its consolidated balance sheets Subsidiaries as at such date, and the consolidated balance sheets results of their its operations and its consolidated Subsidiaries cash flows for the quarterly fiscal periods year then ended. The unaudited consolidated balance sheet of the Seller Holdings as at August 26, 2000, November 18, 2000 and the Guarantor ended March 3110, 2017 2001, and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for three-month periods ended on such quarterly fiscal periods. All such financial statements are complete and correct and dates, present fairly present, in all material respects, respects the consolidated financial condition of the Seller Holdings and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their its operations as at such dates and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the periods then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Such financial statements and the notes thereto disclose all material liabilities, direct or contingent, of the Group Members that are required to be so disclosed under GAAP. During the period from June 3, 2000 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateproperty.

Appears in 1 contract

Samples: Credit Agreement (Interstate Bakeries Corp/De/)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) the quarterly management financial statement (10Q) of Hanover Holdings and its consolidated Subsidiaries for the most recent period, accompanied by a certificate of a Responsible Officer of Seller, which certificate states that said consolidated financial statements fairly present in all material respects the consolidated financial condition and results of operations of Hanover Holdings and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the Guarantor’s end of, and for, such period (subject to normal year-end adjustments); and (b) the consolidated balance sheets for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) Hanover Holdings and its consolidated Subsidiaries and the related consolidated statements of income and retained earnings and of cash flows for the Seller Hanover Holdings and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their Hanover Holdings' consolidated Subsidiaries for the quarterly last fiscal periods of year (Form 10K), setting forth in each case in comparative form the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows figures for the Seller previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion is not be qualified as to scope of audit or going concern and the Guarantor for such quarterly fiscal periods. All such states that said consolidated financial statements are complete and correct and fairly present, in all material respects, present the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries and the consolidated results of their operations of Hanover Holdings and its consolidated Subsidiaries as at such dates the end of, and for for, such fiscal periods, all year in accordance with GAAP applied on GAAP, and a consistent basis (subject to normal year-end audit adjustmentscertificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as applicable)specifically stated, of any Default or Event of Default. Since the Financial Statement DateDecember 31, 2004, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller Hanover Holdings and Hanover Holdings' consolidated Subsidiaries taken as a whole from that set forth in the said financial statements delivered for the fiscal year of the Seller ending on such datestatements.

Appears in 1 contract

Samples: Master Repurchase Agreement (Hanover Capital Mortgage Holdings Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2002 and December 31, 2003 and the related consolidated statements of income and retained earnings stockholders’ equity and of cash flows flow for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by PricewaterhouseCoopers LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at September 30, 2004 and the related unaudited consolidated statements of income and cash flow for the nine-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the nine-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had on September 30, 2004 any material adverse change Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the unaudited consolidated businessbalance sheet as at September 30, operations 2004 or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Credit Agreement (Dow Jones & Co Inc)

Financial Condition. The Seller has heretofore furnished to consolidated balance sheet of the Buyer a copy of (a) Borrower and its consolidated Subsidiary as at December 31, 1994 and the Guarantor’s related consolidated balance sheets statement of operations, shareholders' equity and cash flows for the fiscal year ended on such date, certified by Ernst & Young, LLP, copies of which certified statements have heretofore been furnished to the Bank, are complete and correct and present fairly the financial condition of the Seller Borrower and its consolidated Subsidiary as at such date, and the results of its operations for the fiscal year then ended December 31and the interim financial statements of the Borrower and its consolidated Subsidiary s at September 30, 2016 (the “Financial Statement Date”) 1995 and the related consolidated statements of income operations, shareholders' equity and retained earnings and of cash flows for the Seller and the Guarantor for fiscal quarter then ended on such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods date prepared by management of the Seller Borrower and certified as true and correct by the Guarantor ended March 31chief financial officer of the Borrower, 2017 and copies of which statements have heretofore been furnished to the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements Bank, are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their Subsidiaries and the its consolidated results of their operations Subsidiary as at such dates date, and the results of its operations for such the fiscal periodsquarter then ended. Such financial statements, all including schedules and notes thereto, have been prepared in accordance with GAAP applied on a consistent basis (subject to normal yearGAAP. neither the Borrower nor its consolidated Subsidiary has any material contingent obligations, contingent liabilities or liabilities for taxes, long-end audit adjustmentsterm leases or unusual forward or long-term commitments, as applicable)which are not reflected in the foregoing certified statements or in the notes thereto. Since the Financial Statement Datedate of the aforementioned financial statements, there has been no material adverse change in the consolidated business, operations operations, assets or financial or other condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateBorrower or its consolidated Subsidiary.

Appears in 1 contract

Samples: Loan Agreement (Chyron Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its [Reserved]. (b) The audited consolidated and the Guarantor’s consolidated consolidating balance sheets for the fiscal year of the Seller ended December Xcerra and its Subsidiaries as of July 31, 2016 (the “Financial Statement Date”) 2014, and the related consolidated and consolidating statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and accompanied by an unqualified report from BDO LLP, present fairly in all material respects the Guarantor for financial condition of Xcerra and its Subsidiaries as at such fiscal yeardate, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets results of their its operations and its consolidated Subsidiaries cash flows for the quarterly respective fiscal periods years then ended. The unaudited consolidated and consolidating balance sheet of the Seller Xcerra and the Guarantor ended March its Subsidiaries as at October 31, 2017 2014, and the related unaudited consolidated and consolidating statements of income and retained earnings and of cash flows for the Seller and the Guarantor for three-month period ended on such quarterly fiscal periods. All such financial statements are complete and correct and date, present fairly present, in all material respects, respects the consolidated financial condition of the Seller Xcerra and the Guarantor and their its Subsidiaries as at such date, and the consolidated results of their its operations as at such dates and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis 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 accordance with GAAP applied consistently throughout the periods involved (except (i) as approved by the aforementioned firm of accountants and disclosed therein and (ii) for the absence of footnotes and subject to year-end adjustments for unaudited financial statements). No Group Member has, as applicable)of the Closing Date, any material Guarantee Obligations, nor other material Indebtedness, that is not reflected in the financial statements referred to in this paragraph. Since During the Financial Statement Dateperiod from October 31, 2014 to and including the date hereof, there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateproperty.

Appears in 1 contract

Samples: Credit Agreement (Xcerra Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2000 and December 31, 2001 and the related consolidated statements of income and retained earnings stockholders' equity and of cash flows flow for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by PricewaterhouseCoopers LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2002 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had on March 31, 2002 any material adverse change Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the unaudited consolidated businessbalance sheet as at March 31, operations 2002 or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Dow Jones & Co Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Borrower and its consolidated Restricted Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2016, December 31, 2017 and December 31, 2018, and the related consolidated statements of income income, stockholders’ equity and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and the Guarantor for such fiscal yearaccompanied by an unqualified report from KPMG LLP, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly presentpresent fairly, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their its consolidated Restricted Subsidiaries as at each such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at March 31, 2019, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such dates date, and the consolidated results of its operations and its consolidated cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no material adverse change prepared in accordance with GAAP applied consistently throughout the consolidated businessperiods involved (except as approved by the aforementioned firm of accountants and disclosed therein), operations or financial condition of except that the Seller taken as a whole from that set forth in the interim financial statements delivered for the fiscal year of the Seller ending on such dateare subject to year-end adjustments and are lacking footnote disclosures.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Clearwater Paper Corp)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) audited consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 2002, and the Guarantor’s related audited consolidated balance sheets statements of operations and cash flows for the fiscal year ended on such date, and (b) unaudited consolidated balance sheet of the Seller ended December Borrower and its Subsidiaries as at March 31, 2016 (the “Financial Statement Date”) 2003, and the related unaudited consolidated statements of income operations and retained earnings and of cash flows for the Seller and three-month period ended on such date, have been prepared based on the Guarantor for such fiscal year, with best information available to the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods Borrower as of the Seller date of delivery thereof, and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries Borrower as at such date, and the consolidated results of their its operations as at and its consolidated cash flows for the period then ended (subject, in the case of unaudited financial statements for any fiscal quarter, to normal year end audit adjustments). All such dates financial statements, including the related schedules and for such fiscal periodsnotes thereto, all have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the periods involved (subject to normal year-end audit adjustments, except as applicableapproved by KPMG and disclosed therein or as otherwise disclosed therein). Since The Borrower and its Subsidiaries do not have any material Guarantee 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 such financial statements. During the Financial Statement period from December 31, 2002 to and including the Second Restatement Effective Date, there has been no Disposition by Holdings (except as contemplated by the Organizational Restructuring), the CCO Parent, the Borrower or any of its Subsidiaries of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateproperty.

Appears in 1 contract

Samples: Credit Agreement (Charter Communications Inc /Mo/)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 1997 and December 31, 1998 and the related consolidated statements of income and retained earnings stockholders' equity and of cash flows flow for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by PricewaterhouseCoopers LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1999 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had on March 31, 1999 any material adverse change Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the unaudited consolidated businessbalance sheet as at March 31, operations 1999 or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: 364 Day Amended and Restated Credit Agreement (Dow Jones & Co Inc)

Financial Condition. The Seller Company has heretofore furnished to the Buyer a copy of Lenders (ai) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its Consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2013, December 31, 2014 and December 31, 2015 and the related consolidated statements of income and retained earnings and of operations, cash flows and changes in common shareholders’ equity of the Company and its Consolidated Subsidiaries for the Seller and the Guarantor for such three fiscal yearyears ended December 31, 2015, with the opinion thereon of Deloitte & Touche LLP and (bii) the Seller’s and the Guarantor’s unaudited consolidated balance sheets and related statements of operations, cash flows and stockholders’ equity of the consolidated balance sheets of their consolidated Company and its Consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor quarters ended March 31, 2017 2016, June 30, 2016 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periodsSeptember 30, 2016. All such Such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Seller Company and the Guarantor and their its Consolidated Subsidiaries as at said dates and the consolidated results of their operations as at such dates and cash flows for such fiscal periodsthe periods presented, all in accordance with GAAP applied on a consistent basis (subject to except, in the case of clause (ii), for normal year-end audit adjustments, as applicableadjustments and/or absence of full footnote disclosures). Neither the Company nor any of its Material Subsidiaries had on said dates any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. Since the Financial Statement DateDecember 31, 2015, there has been no material adverse change event or condition that could result in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (International Paper Co /New/)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2004 and December 31, 2005 and the related consolidated statements of income and retained earnings stockholders’ equity and of cash flows flow for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by PricewaterhouseCoopers LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2006 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had on March 31, 2006 any material adverse change Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the unaudited consolidated businessbalance sheet as at March 31, operations 2006 or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: Credit Agreement (Dow Jones & Co Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Novellus and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2003, December 31, 2004 and December 31, 2005, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the Guarantor for consolidated financial condition of Novellus and its consolidated Subsidiaries as at such fiscal yeardate, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets sheet of their Novellus and its consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31as at September 30,2006, 2017 and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for three-month period ended on such quarterly fiscal periods. All such financial statements are complete and correct and date, present fairly present, in all material respects, the consolidated financial condition of the Seller Novellus and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their its operations as at such dates and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee 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 disclosure filings made by Novellus with the SEC. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered property for the fiscal year of the Seller ending on such datewhich reasonable consideration has not been received.

Appears in 1 contract

Samples: Credit Agreement (Novellus Systems Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Borrower as of (i) December 31, 2016 2005 and December 31, 2006, and (the “Financial Statement Date”ii) December 31, 2007, and in each case, the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and the Guarantor for such fiscal yearaccompanied by an unqualified report from, with the opinion thereon of Deloitte & Touche respect to (i) BDO Xxxxxxx, LLP and with respect to (bii) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31KPMG, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, respects the consolidated financial condition of the Seller and Borrower, the Guarantor Guarantors and their respective Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at April 30, 2008, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such dates date, and the consolidated results of its operations and its consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustmentsadjustments 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 the aforementioned firm of accountants and disclosed therein). No Group Member has, as applicable). Since of the Financial Statement Closing Date, any material Guarantee 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 May 30, 2007 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateproperty.

Appears in 1 contract

Samples: Credit Agreement (Perficient Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s The audited consolidated balance sheets for the fiscal year sheet of the Seller ended December 31Guarantor and its Consolidated Subsidiaries as at 31st December, 2016 (the “Financial Statement Date”) 2003 and the related consolidated statements of income earnings, cash flow and retained earnings common shareholders' equity of the Guarantor and of cash flows its Consolidated Subsidiaries for the Seller and the Guarantor for such fiscal yearyear ended on said date, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s LLP, and the Guarantor’s unaudited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Guarantor and the Guarantor ended March 31its Consolidated Subsidiaries as at 30th June, 2017 2004 and the related consolidated statements of income and retained earnings and cash flow of cash flows the Guarantor and its Consolidated Subsidiaries for the Seller and three-month period ended on said date, in each case heretofore furnished to each of the Guarantor for such quarterly fiscal periods. All such financial statements Lenders, are complete and correct and fairly present, in all material respects, present the consolidated financial condition of the Seller and the Guarantor and their its Consolidated Subsidiaries as at said dates and the consolidated results of their operations for the fiscal year, and three-month period ended on said dates (subject, in the case of such financial statements as at such dates and for such fiscal periods30th June, all in accordance with GAAP applied on a consistent basis (subject 2004, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither the Guarantor nor any of its Material Subsidiaries had, on said dates, any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealised or anticipated losses from any unfavourable commitments, except as applicable)referred to or reflected or provided for in said balance sheets as at said dates. Since the Financial Statement Date31st December, 2003, there has been no material adverse change event or condition that could result in a Material Adverse Effect. (b) The Guarantor has prepared and delivered to the consolidated businessFacility Agent selected, operations or unaudited financial data with respect to the financial condition and results of operation of the Seller taken as a whole from that set forth in the financial statements delivered Company for the fiscal half-year ended 30th June, 2004. Such financial data was prepared in accordance with the Guarantor's internal management reporting and consolidation processes but does not constitute a complete financial statement of the Seller ending on such dateCompany.

Appears in 1 contract

Samples: Credit Facility Agreement (International Paper Co /New/)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s The consolidated balance sheets for the fiscal year sheet of the Seller ended December 31Borrower and its Subsidiaries as of June 30, 2016 (the “Financial Statement Date”) 1999 and the related consolidated statements of income and retained earnings and of income, cash flows and stockholders' equity for the Seller and the Guarantor for such fiscal yearyear then ended, with the opinion thereon of Deloitte & Touche reported on by PricewaterhouseCoopers LLP and (b) set forth in the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets Borrower's 1999 Form 10-K, a copy of their consolidated Subsidiaries for the quarterly fiscal periods which has been delivered to each of the Seller and the Guarantor ended March 31Lenders, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respectsconformity with GAAP, the consolidated financial condition position of the Seller Borrower and the Guarantor and their its Subsidiaries as of such date and the consolidated results of their operations as at such dates and cash flows for such fiscal periodsyear. The Borrower and its Subsidiaries did not, all as of June 30, 1999, have any material contingent obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in accordance any of such financial statements or notes thereto. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2000 and the related unaudited consolidated statements of income, cash flows and stockholders' equity for the nine months then ended, set forth in the Borrower's Quarterly Report for the fiscal quarter ended March 31, 2000 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of which has been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent basis with the financial statements referred to in paragraph (a), the consolidated financial position of the Borrower and its Subsidiaries as of such date and the consolidated results of operations and cash flows for such nine-month period (subject to normal year-end audit adjustments, as applicable). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.34 -119- Section

Appears in 1 contract

Samples: Credit Agreement (Dimon Inc)

Financial Condition. The Seller has heretofore furnished to audited consolidated balance sheet of the Buyer a copy of (a) Borrower and its Consolidated Subsidiaries as at December 31, 1999 and the Guarantor’s related consolidated balance sheets statement of income, stockholders' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal yearon said date, with the opinion thereon of Deloitte & Touche LLP and (b) Arthxx Xxxexxxx XXX heretofore furnished to the Seller’s Administrative Agent and the Guarantor’s unaudited consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods sheet of the Seller Borrower and the Guarantor ended March 31its Consolidated Subsidiaries as at June 30, 2017 2000 and the their related consolidated statements of income income, stockholders' equity and retained earnings cash flow of the Borrower and of cash flows its Consolidated Subsidiaries for the Seller and six month period ended on such date heretofore furnished to the Guarantor for such quarterly fiscal periods. All such financial statements Administrative Agent, are complete and correct and fairly present, in all material respects, respects and fairly present the consolidated financial condition of the Seller Borrower and its Consolidated Subsidiaries as at said dates and the Guarantor and their Subsidiaries results of its operations for the fiscal year and the consolidated results of their operations as at such dates and for such fiscal periodssix month period on said dates, all in accordance with GAAP GAAP, as applied on a consistent basis (subject subject, in the case of the interim financial statements, to normal year-end audit adjustments, as applicable). Since Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statement Statements or in Schedule 7.02. As of the Closing Date, since December 31, 1999, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as event having a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateMaterial Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Callon Petroleum Co)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended Company and its consolidated Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2001 and December 31, 2002 and the related consolidated statements of income and retained earnings stockholders' equity and of cash flows flow for the Seller and the Guarantor for fiscal years ended on such fiscal yeardates, with the opinion thereon reported on by PricewaterhouseCoopers LLP, copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, respects and present fairly the consolidated financial condition of the Seller Company and the Guarantor and their its consolidated Subsidiaries as at such date, and the consolidated results of their operations and changes in financial position for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2003 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and cash flow for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments, as applicable). Since All such financial statements, including the Financial Statement Daterelated schedules and notes thereto, there has have been no prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had on March 31, 2003 any material adverse change Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, which is not reflected in the unaudited consolidated businessbalance sheet as at March 31, operations 2003 or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such datenotes thereto.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Dow Jones & Co Inc)

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for the fiscal year of the Seller ended Borrower and its consolidated Restricted Subsidiaries as at December 31, 2016 (the “Financial Statement Date”) 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and retained earnings and of cash flows for the Seller fiscal years ended on such dates, reported on by and the Guarantor for such fiscal yearaccompanied by a report from PricewaterhouseCoopers LLP, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly presentpresent fairly, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their its Restricted Subsidiaries as at such dates, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Restricted Subsidiaries as at March 31, 2013, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at such dates date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year end audit adjustments). All such fiscal periodsfinancial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP applied on a consistent basis consistently throughout the periods involved (subject except as approved by the aforementioned firm of accountants and disclosed therein). As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material 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 normal year-end audit adjustmentsin this paragraph (or in the notes thereto) or, in the case of material long term leases, as applicable)described in Schedule 4.1. Since During the Financial Statement Dateperiod from March 31, 2013 to and including the date hereof there has been no Disposition by any Group Member of any material adverse change in the consolidated business, operations part of its business or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such dateproperty.

Appears in 1 contract

Samples: Credit Agreement (Blueknight Energy Partners, L.P.)

Financial Condition. (1) The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s audited consolidated balance sheets for sheet of ------------------- the fiscal year of the Seller ended December 31Borrower and its consolidated Subsidiaries as at September 30, 2016 (the “Financial Statement Date”) 1998 and the related audited consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for fiscal year ended on such fiscal yeardate, with the opinion thereon copies of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31which have heretofore been furnished to each Lender, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and present fairly present, in all material respects, the consolidated financial condition of the Seller Borrower and the Guarantor and their 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. (2) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1998, 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, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates date, and the consolidated results of their operations and their consolidated cash flows for such fiscal periods, all in accordance with GAAP applied on a consistent basis the three-month period then ended (subject to normal year-end audit adjustments). (3) 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 applicablethe case may be, and as disclosed therein). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Appears in 1 contract

Samples: Waiver (Lasalle Re Holdings LTD)

Financial Condition. The Seller has unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2016, and the unaudited consolidated statements of operations, comprehensive loss and cash flow of Holdings and its consolidated Subsidiaries for the fiscal period then ended, copies of which have heretofore been furnished to the Buyer a copy Administrative Agent for delivery to each Lender, in each case, present fairly in all material respects the consolidated financial condition of (a) Holdings and its consolidated Subsidiaries as at such date, and the Guarantor’s consolidated balance sheets results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal period then ended. Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved (except as disclosed therein). The financial information for the Aviation Leasing segment of Holdings, as reflected in Holdings’ (i) annual report on Form 10-K for the fiscal year of the Seller ended December 31, 2016 2015, and (the “Financial Statement Date”ii) and the related consolidated statements of income and retained earnings and of cash flows quarterly report on Form 10-Q for the Seller and the Guarantor for such fiscal yearperiod ended September 30, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 312016, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and in each case taken together, present fairly present, in all material respects, respects the consolidated financial condition of the Seller Borrower, its consolidated Subsidiaries and the Guarantor and their Subsidiaries AirOpCo I as at such date and the consolidated results of their operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments, as applicable). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition cash flows of the Seller taken as a whole from that set forth in the financial statements delivered Borrower, its consolidated Subsidiaries and AirOpCo I for the fiscal year of period then ended. As at September 30, 2016 and as at the Seller ending on such dateClosing Date, AirOpCo I had no assets or liabilities and it had no operations for the fiscal quarter ended September 30, 2016, or from September 30, 2016, to and including the Closing Date.

Appears in 1 contract

Samples: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)

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