Financial Information, Material Adverse Change. (a) The Arrangers shall have received, with copies for each Lender that has requested such copies, financial statements for each of the Borrowers, consisting of (i) consolidated audited annual balance sheets (including notes thereto) for each of the Fiscal Years ended December 31, 2000, 2001 (as previously audited by Xxxxxx Xxxxxxxx LLP in 2001, together with the restatements to be made thereto as reported in the Form 8-Ks filed by Holdings on March 22, 2004 and March 24, 2004) and 2002 (as previously audited by Deloitte & Touche LLP in 2002, together with the restatements to be made thereto as reported in the Form 8-Ks filed by Holdings on March 22, 2004 and Xxxxx 00, 0000), (xx) consolidated audited annual statements of operations and cash flows for the Fiscal Years ended 2000, 2001 (as previously audited by Xxxxxx Xxxxxxxx LLP in 2001, together with the restatements to be made thereto as reported in the Form 8-Ks filed by Holdings on March 22, 2004 and March 24, 2004) and 2002 (as previously audited by Deloitte & Touche LLP in 2002, together with the restatements to be made thereto as reported in the Form 8-Ks filed by Holdings on March 22, 2004 and March 24, 2004) (including notes thereto), (iii) consolidated unaudited quarterly financial statements for each Fiscal Quarter ended since the last annual audited financial statements of the Borrowers, together with the restatements to be made thereto as reported in the Form 8-Ks filed by Holdings on March 22, 2004 and March 24, 2004, (iv) a consolidated unaudited annual balance sheet for the Fiscal Year ended December 31, 2003, together with the amendments to be made thereto as reported in the Form 8-Ks filed by Holdings on March 22, 2004 and March 24, 2004, and (v) consolidated unaudited annual statements of operations and cash flows for the Fiscal Year ended December 31, 2003, together with the amendments to be made thereto as reported in the Form 8-Ks filed by Holdings on March 22, 2004 and March 24, 2004, in each case, after giving effect to the restatements as reported in the Form 8-Ks filed by Holdings on March 22, 2004 and March 24, 2004, to be prepared in accordance with GAAP and together with other supporting documentation reasonably requested and reasonably satisfactory to the Arrangers. The Arrangers shall have also received, with copies for each Lender that has requested such copies, projections in respect of the Borrowers and their respective Subsidiaries prepared on a quarterly basis for the p...
Financial Information, Material Adverse Change. The Purchasers shall have received
Financial Information, Material Adverse Change. (a) The Administrative Agent shall have received, with copies for each Lender, and be reasonably satisfied with the form and scope (which shall be consistent with the financial statements previously delivered to the Administrative Agent) of
(a) consolidated financial statements of the Borrower including balance sheets and income and cash flow statements as of the end of the Fiscal Year ended December 31, 2000, audited by independent public accountants of recognized national standing and prepared in conformity with GAAP, together with the report thereon; and (b) unaudited interim financial statements of the Borrower prepared in each case in the same manner as the historical audited statements as of the end of the most recent Fiscal Quarter to have been completed 45 days or more before the Closing Date and for the same Fiscal Quarter during the most recently ended Fiscal Year; and
(ii) projected consolidated financial statements (including balance sheets and statements of operations, stockholders' equity and cash flows) of the Borrower and its Restricted Subsidiaries for the six-year period following the Closing Date (the "Projections").
(b) Since December 31, 2000, there has not been any material adverse change in the business (including the assumptions underlying the Projections), assets, financial condition, operations, properties or regulatory status of the Borrower and its Subsidiaries, taken as a whole.
Financial Information, Material Adverse Change. (a) The Administrative Agent shall have received, with counterparts for each Lender, and be reasonably satisfied with the form and scope (which shall be consistent with the financial statements previously delivered to the Administrative Agent) of
(i) unaudited consolidated financial statements of GEEG and its Subsidiaries, including balance sheets and income and cash flow statements, as of the end of and for each of the first three Fiscal Months in 2001 certified as complete and correct by the chief financial or accounting Authorized Officer of the Borrower; 58 92
(ii) consolidated pro forma balance sheet of the Borrower, as of the end of the most recently available Fiscal Month of the Borrower occurring prior to the Effective Date, certified by the chief financial or accounting Authorized Officer of the Borrower, giving effect to the consummation of the Transactions and the other transactions contemplated by this Agreement and the Transaction Documents to be consummated on the Effective Date and reflecting estimated transaction related accounting adjustments and the proposed corporate and capital structures of the Borrower and its Subsidiaries, prepared in accordance in all material respects with Regulation S-X; and
(iii) projected financial statements (including balance sheets and statements of operations, stockholders' equity and cash flows) of the Borrower and its Subsidiaries for the five-year period following the Effective Date, in form and substance reasonably satisfactory to the Administrative Agent (the "Projections").
(b) Since December 31, 2000, nothing shall have occurred which is reasonably likely to have a material adverse effect on the rights or remedies of the Lenders or the Administrative Agent, or on the ability of the Borrower and its Subsidiaries to perform their obligations to the Lenders or which is reasonably likely to constitute or give rise to any material adverse change in the business, operations, prospects or financial condition of the Borrower and its Subsidiaries taken as a whole.
Financial Information, Material Adverse Change. (a) The Agents shall have received, with counterparts for each Lender,
(i) a consolidating pro forma income statement of Holdings and its Subsidiaries for each of the twelve month period ended December 31, 1998, September 30, 1999 and December 31, 1999 and a consolidated balance sheet of Holdings and its Subsidiaries, as of the most recent date practicable near to the Closing Date (but no earlier than the close of the Fiscal Quarter ending immediately prior to the Closing Date) certified by the treasurer, chief financial or accounting Authorized Officer of Holdings, in each case, giving effect to the consummation of the Transaction and all the transactions contemplated by this agreement and reflecting estimated transaction related accounting adjustments, prepared by the Company in accordance with Regulation S-X; and
(ii) projected financial statements (including balance sheets and statements of income, stockholders" equity and cash flows) of Holdings and its Subsidiaries for the eight-year period following the Closing Date (the "Projections") satisfactory in form and substance to the Agents.
(b) Since December 31, 1998, there shall not have been any material adverse change in the business, assets, condition (financial or otherwise), operations, performance, properties, Projections or prospects of Holdings, Intermediate Holdings, the Company and the Restricted Subsidiaries, taken as a whole.
Financial Information, Material Adverse Change. The financial information provided to Buyer (the "Financial Information") and auditor selected by Buyer is true and correct in all material respects, and do not fail to disclose any material liability of the Company. Neither the execution nor delivery of this Agreement nor the completion of the transactions contemplated hereby will result in acceleration of any of the dates for payment of any of the liabilities of the Company. The Company has valid and legal title to all assets set forth on the Financial Information, and such assets constitute all of the assets necessary for the conduct of the business operations of Company in the ordinary course. Since the date of the Financial Information, there has been no material adverse change in the financial condition, results of operations, or business prospects of the Company.
Financial Information, Material Adverse Change. (a) Attached as Schedule 5.4 are: (i) consolidated balance sheets of ------------ Seller as at December 31, 2001, and the related consolidated statements of income, changes in stockholders' equity, and cash flow for the fiscal year then ended (including the notes thereto, the "Balance Sheet"), and (ii) an unaudited consolidated balance sheet of Seller as at September 30, 2002, and the related unaudited consolidated statements of income, changes in stockholders' equity, and cash flow for the nine months then ended, including in each case the notes thereto (the "Interim Balance Sheet"). Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, and cash flow of Seller as at the respective dates of and for the periods referred to in such financial statements, all in accordance with generally accepted accounting principles, consistently applied ("GAAP"), subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet). No financial statements of any person other than Seller are required by GAAP to be included in the consolidated financial statements of Seller.
(b) Since the date of the Balance Sheet through the date hereof, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Seller, and, to the best of Seller's knowledge, no event has occurred or circumstance exists that may result in such a material adverse change; nor has there been any damage, destruction or loss adversely affecting the Assets or Business
Financial Information, Material Adverse Change. The financial information provided to Buyer (the "Financial Information") and auditor selected by Buyer is true and correct in all material respects, and do not fail to disclose any material liability of Europlay. Neither the execution nor delivery of this Agreement nor the completion of the transactions contemplated hereby will result in acceleration of any of the dates for payment of any of the liabilities of Europlay. Since the date of the Financial Information, there has been no material adverse change in the financial condition, results of operations, or business prospects of Europlay.
Financial Information, Material Adverse Change. The Agents shall have received, with counterparts for each Lender,
Financial Information, Material Adverse Change
