Financial Data; Material Adverse Change Sample Clauses

Financial Data; Material Adverse Change. (a) Partners or the Borrower has furnished to the Lenders the following financial statements (the “Financials”): (i) the consolidated balance sheet of Partners and its consolidated Restricted Subsidiaries as of, and consolidated statements of income, retained earnings and changes in financial position for the fiscal year ended December 31, 2009, audited by KPMG LLP, and (ii) the unaudited consolidated balance sheet of Partners and its consolidated Restricted Subsidiaries as of, and consolidated statement of income, retained earnings and changes in financial position for the period, for which the most recent Financials are available, prepared by an Executive Officer. The Financials are and the historical financial statements to be furnished to the Lenders in accordance with Section 7.1 below will be in accordance with the books and records of Partners and its consolidated Restricted Subsidiaries and fairly present the financial condition of each of Partners and its consolidated Restricted Subsidiaries at the dates thereof and the results of operations for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments), and such financial statements have been and will be prepared in conformity with GAAP consistently applied throughout the periods involved, except as provided in Section 7.1.
Sample 1See All (4)
AutoNDA by SimpleDocs
Financial Data; Material Adverse Change. (a) The Borrower has furnished to the Lenders the following financial statements (the “Financials”): (i) audited consolidated balance sheets and related statements on income and cash flow for TransMontaigne Partners L.P. and its Subsidiaries for the fiscal years ended December 31 of 2015, 2016 and 2017 and (ii) unaudited consolidated balance sheets and related statements of income and cash flow of TransMontaigne Partners L.P. and its Subsidiaries for the fiscal quarters ending March 31 and June 30 of 2018. The Financials are and the historical financial statements to be furnished to the Lenders in accordance with Section 6.1 below will be in accordance with the books and records of TransMontaigne Partners L.P. and its consolidated Restricted Subsidiaries and fairly present the financial condition of each of TransMontaigne Partners L.P. and its consolidated Restricted Subsidiaries at the dates thereof and the results of operations for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments), and such financial statements have been and will be prepared in conformity with GAAP consistently applied throughout the periods involved, except as provided in Section 6.1.
Sample 1Sample 2
Financial Data; Material Adverse Change. (a) The Obligors have furnished to the Lenders the following financial statements (the "Financials"): (i) the balance sheet of the Obligors as of, AND statements of income, retained earnings and changes in financial position for, the fiscal year ended December 31, 1999 audited by independent certified public accountants, and (ii) the unaudited balance sheet of the Obligors as of, and statement of income, retained earnings and changes in financial position for the period ending September 30, 2000 prepared by an Authorized Officer of the Borrower. The Financials are and the historical financial statements to be furnished to the Lenders in accordance with subsection 7.1 below will be in accordance with the books and records of the Obligors and fairly present the financial condition of the Obligors at the dates thereof and the results of operations for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments), and such financial statements have been and will be prepared in conformity with GAAP consistently applied throughout the periods involved.
Sample 1
Financial Data; Material Adverse Change. (a) The Borrower has furnished to the Lenders the following financial statements (the "Financials"): (i) the most recent 10-K filed with the SEC prior to the Closing Date (ii) the most recent 10-Q filed with the SEC prior to the Closing Date (iii) an unaudited opening consolidated balance sheet of the Borrower dated June 30, 2004. The Financials referred to in the foregoing clauses (i) and (ii) are and the historical financial statements to be furnished to the Lenders in accordance with Section 7.1 will be in accordance with the books and records of the Borrower and fairly present the financial condition of the Borrower and each of the Credit Parties at the dates thereof and the results of operations for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments), and such financial statements have been and will be prepared in conformity with GAAP consistently applied throughout the periods involved, except as provided in Section 7.1(c).
Sample 1
Financial Data; Material Adverse Change. (a) The financial statements provided to the Lenders (the "Financial Statements"), consist of the following financial statements: (i) the consolidated balance sheet of the Company as of, and consolidated statements of income, shareholders equity and cash flows for the fiscal years ended December 31, 2000 and December 31, 2001 audited by independent certified public accountants, (ii) the unaudited consolidated balance sheet of the Company as of, and consolidated statement of income, shareholders equity and cash flows for the monthly periods ending as of the last day of each calendar month from January 1, 2002 through October 31, 2002 prepared by a Senior Financial Officer of the Company, (iii) monthly financial and operational projections for each month during fiscal year 2003 and yearly financial and operational projections for fiscal years 2004 and 2005 (the "Projections"). The Financial Statements (other than the Projections) are in accordance with the books and records of the Company and its Subsidiaries and fairly present in all material respects the consolidated financial condition of the Consolidated Group at the dates thereof and the results of operations for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end adjustments), and such Financial Statements (other than the Projections) have been prepared in conformity with U.S. GAAP consistently applied throughout the periods involved. The Projections have been prepared in good faith based upon assumptions believed by the Company to be reasonable at the time made.
Sample 1

Related to Financial Data; Material Adverse Change

  • Material Adverse Change A Material Adverse Change occurs;

  • Financial Condition; No Material Adverse Change (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2013 reported on by Ernst & Young, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2014, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

  • Material Adverse Changes Except as disclosed in the Prospectus and the Time of Sale Information, (a) in the judgment of the Agent there shall not have occurred any Material Adverse Change; and (b) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Section 3(a)(62) of the Exchange Act.

  • Financial Statements; No Material Adverse Change All financial statements relating to Borrower which have been or may hereafter be delivered by Borrower to Lender have been prepared in accordance with GAAP and fairly present the financial condition and the results of operation of Borrower as at the dates and for the periods set forth therein. Except as disclosed in any interim financial statements furnished by Borrower to Lender prior to the date of this Agreement, there has been no material adverse change in the assets, liabilities, properties and condition, financial or otherwise, of Borrower, since the date of the most recent audited financial statements furnished by Borrower to Lender prior to the date of this Agreement.

  • No Material Adverse Change No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.

  • Financial Statements; Material Adverse Change The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2020, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited consolidated balance sheet of such Borrower and its Subsidiaries, as at June 30, 2021, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, for the six months then ended, copies of which have been furnished to each Lender and each Fronting Bank, in all cases as amended and restated to the date hereof, present fairly in all material respects the consolidated financial position of such Borrower and its Subsidiaries as at the indicated dates and the consolidated results of the operations of such Borrower and its Subsidiaries for the periods ended on the indicated dates, all in accordance with GAAP consistently applied (in the case of such statements that are unaudited, subject to year-end adjustments and the exclusion of detailed footnotes). Except as disclosed in the Disclosure Documents, there has been no change, event or occurrence since December 31, 2020 that has had a Material Adverse Effect with respect to such Borrower.

  • No Material Adverse Change in Business Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

  • No Material Adverse Changes Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus (i) there shall not have been a Material Adverse Change, (ii) the Company shall not have incurred any material liabilities or obligations, direct or contingent, (iii) the Company shall not have entered into any material transactions not in the ordinary course of business other than pursuant to this Agreement and the transactions referred to herein, (iv) the Company shall not have issued any securities (other than the Securities or the Shares issued in the ordinary course of business pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, General Disclosure Package and the Prospectus) or declared or paid any dividend or made any distribution in respect of its capital stock of any class or debt (long-term or short-term), and (v) no material amount of the assets of the Company shall have been pledged, mortgaged or otherwise encumbered.

  • No Material Adverse Change in Financial Statements All consolidated financial statements for Borrower, and any Subsidiary, delivered to Bank fairly present in all material respects Borrower's consolidated financial condition and Borrower's consolidated results of operations. There has not been any material deterioration in Borrower's consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Financial Condition; No Material Adverse Effect (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Time is Money Join Law Insider Premium to draft better contracts faster.