Financial Information; No Material Change. (a) No change shall have occurred in the financial condition, business, affairs, operations or control of Borrower and/or the Loan Parties, since the date of their respective financial statements most recently delivered to Administrative Agent or any of the Lenders, which change has had or could reasonably be expected to have a Material Adverse Effect; and Borrower and the other Loan Parties shall have furnished Administrative Agent such other financial information, and certifications as reasonably requested by the Administrative Agent.
(b) The Borrower shall have provided to the Administrative Agent such certificates and other evidence as the Administrative Agent may reasonably require to evidence that the Borrower, CRT and each of the Borrowing Base Property Owners (both before and after giving effect to the Loan) is solvent, has assets having a fair value in excess of the amount required to pay such Person’s probable liabilities and existing Debts as such become absolute and mature, and has adequate capital for the conduct of such Person’s business and the ability to pay such Person’s Debts from time to time incurred in connection therewith as such Debts mature, including the Closing Compliance Certificate (the “Closing Compliance Certificate”) set forth as Exhibit E hereto or in such other form reasonably acceptable to the Administrative Agent.
Financial Information; No Material Change. (i) No change shall have occurred in the financial condition, business, affairs, operations or control of Borrower and/or the Loan Parties, since the date of the Consolidated financial statements of CSC, the Borrower, and the Loan Parties most recently delivered to Administrative Agent or any of the Lenders, which change has had or could reasonably be expected to have a Material Adverse Effect; and Borrower and the other Loan Parties shall have furnished Administrative Agent such other financial information, and certifications as reasonably requested by the Administrative Agent.
(ii) The Borrower shall have provided to the Administrative Agent such certificates and other evidence as the Administrative Agent may reasonably require to evidence that the Borrower, CSC and each of the Borrowing Base Property Owners (both before and after giving effect to the Loan) is solvent, has assets having a fair value in excess of the amount required to pay such Person’s probable liabilities and existing Debts as such become absolute and mature, and has adequate capital for the conduct of such Person’s business and the ability to pay such Person’s Debts from time to time incurred in connection therewith as such Debts mature, including the Closing Compliance Certificate (the “Closing Compliance Certificate”) set forth as Exhibit CC hereto or in such other form reasonably acceptable to Administrative Agent.
Financial Information; No Material Change. Seller has furnished to Purchaser copies of the following financial statements prepared in accordance with generally accepted accounting principles applied on a consistent basis in all material respects to those applied in the preceding period (“GAAP”), all of which reflect the financial performance of the Assets only: (i) unaudited balance sheets of the Assets as of December 31, 2004, December 31, 2005, December 31, 2006 and December 31, 2007; (ii) unaudited income statements for the Assets for the years ended December 31, 2004, December 31, 2005, December 31, 2006 and December 31, 2007. Such financial statements are correct and complete in all material respects and fairly present the financial condition, assets and liabilities of the Purchase Entities related to the Assets as of the dates specified therein and the results of the operations of the Assets for the periods indicated. Since December 31, 2007, there has been no material change in the business, properties, assets or financial condition of the Assets as reflected in the financial statements. Except as set forth on Exhibit 3.01(L), to Seller’s knowledge (and Seller has no reasonable ground to know otherwise), there is no liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement required by GAAP to be reflected, reserved against or given effect to in the financial statements, except for liabilities incurred in the ordinary course of business which, individually or in the aggregate, would not have a material adverse effect upon any of the properties that are material to the financial condition or operation of the Assets.
Financial Information; No Material Change. (a) No change shall have occurred in the financial condition, business, affairs, operations or control of the applicable MARC Borrowers or the applicable Properties since the date of their respective financial statements or financial projections most recently delivered to First Union, which change has had or could reasonably be expected to have a Material Adverse Effect; and the applicable MARC Borrowers shall have furnished First Union such other financial information, projections, and certifications as reasonably requested by First Union.
(b) The MARC Principals shall have provided to First Union a copy certified by the manager of the Property Owner of its balance sheet after giving effect to, as applicable, any Existing Senior Loans, to evidence that the Property Owner is solvent, has assets having a fair market value in excess of the amount required to pay the Property Owner's probable liabilities on the Property Owner's existing Debts as such become absolute and mature, and has adequate capital for the conduct of the Property Owner's business and the ability to pay the Property Owner's Debts from time to time incurred in connection therewith as such Debts mature
Financial Information; No Material Change. (a) No change shall have occurred in the financial condition, business, affairs, operations or control of the Borrower, the Property Owner or the Property since the date of their respective financial statements or financial projections most recently delivered to the First Union Lender, which change has had or could reasonably be expected to have a Material Adverse Effect; and the Borrower shall have furnished the First Union Lender such other financial information, projections, and certifications as reasonably requested by the First Union Lender.
(b) The Borrower shall have provided to the First Union Lender a copy certified by an authorized person of the Borrower of its balance sheet after giving effect to, as applicable, any Existing Senior Loans and the Loan, to evidence that the Borrower is solvent, has assets having a fair market value in excess of the amount required to pay the Borrower’s probable liabilities on the Borrower’s existing Debts as such become absolute and mature, and has adequate capital for the conduct of the Borrower’s business and the ability to pay the Borrower’s Debts from time to time incurred in connection therewith as such Debts mature.
Financial Information; No Material Change. (a) No change shall have occurred in the financial condition, business, affairs, operations or control of the Borrower, the Loan Parties, and/or the other Loan Parties since the date of their respective financial statements most recently delivered to Agent, which change has had or could reasonably be expected to have a Material Adverse Effect; and the Borrower and the other Loan Parties shall have furnished Agent such other financial information and certifications as reasonably requested by the Agent.
(b) The absence of any material adverse change in the loan syndication, financial or capital market conditions generally from those currently in effect.
(c) The Borrower shall have provided to the Agent a copy certified by an officer of the Borrower of its balance sheet after giving effect to the Loan, to evidence that the Borrower is solvent, has assets having a fair value in excess of the amount required to pay the Borrower's probable liabilities on the Borrower's existing Debts as such become absolute and mature, and has adequate capital for the conduct of the Borrower's business and the ability to pay the Borrower's Debts from time to time incurred in connection therewith as such Debts mature.
Financial Information; No Material Change. (1) No change shall have occurred in the financial condition, business, affairs, operations or control of NMLP, the NMLP Loan Parties, and/or the NMLP Subsidiaries, since the date of their respective financial statements or financial projections most recently delivered to Agent, which change has had or could reasonably be expected to have a Material Adverse Effect; and NMLP and the other NMLP Loan Parties shall have furnished Agent such other financial information, projections, and certifications as reasonably requested by the Agent.
(2) The absence of any material adverse change in the loan syndication, financial or capital market conditions generally from those currently in effect.
(3) NMLP shall have provided to the Agent a copy certified by an officer of NMLP of its balance sheet after giving effect to the NMLP Loan, to evidence that NMLP is solvent, has assets having a fair value in excess of the amount required to pay NMLP's probable liabilities on NMLP's existing Debts as such become absolute and mature, and has adequate capital for the conduct of NMLP's business and the ability to pay NMLP's Debts from time to time incurred in connection therewith as such Debts mature.
Financial Information; No Material Change. (1) No change shall have occurred in the financial condition, business, affairs, operations or control of T-Two, the T-Two Loan Parties, since the date of their respective financial statements most recently delivered to Agent, which change has had or could reasonably be expected to have a Material Adverse Effect; and T- Two and the other T-Two Loan Parties shall have furnished Agent such other financial information, projections, and certifications as reasonably requested by the Agent.
(2) The absence of any material adverse change in the loan syndication, financial or capital market conditions generally from those currently in effect.
(3) T-Two shall have provided to the Agent a copy certified by an officer of T-Two of its balance sheet after giving effect to the T-Two Loan, to evidence that T-Two is solvent, has assets having a fair value in excess of the amount required to pay T-Two's probable liabilities on T-Two's existing Debts as such become absolute and mature, and has adequate capital for the conduct of T-Two's business and the ability to pay T-Two's Debts from time to time incurred in connection therewith as such Debts mature.
Financial Information; No Material Change. (i) Except for those matters listed on Schedule 5.1.2 hereof, no change shall have occurred in the financial condition, business, affairs, operations or control of Borrower and/or the other Loan Parties since the date of their respective financial statements or financial projections most recently delivered to Agent, which change has had or could reasonably be expected to have a Material Adverse Effect; and Borrower and the other Loan Parties shall have furnished Agent such other financial information, projections, and certifications as reasonably requested by the Agent.
(ii) The absence of any material adverse change in the loan syndication, financial or capital market conditions generally from those currently in effect.
(iii) The Borrower shall have provided to the Agent a copy certified by an officer of Borrower of a pro-forma balance sheet after giving effect to the Loan hereunder, to evidence that the Borrower and each of the Guarantors is solvent, has assets having a fair value in excess of the amount required to pay such Person's probable liabilities on such Person's existing Debts as such become absolute and mature, and has adequate capital for the conduct of such Person's business and the ability to pay such Person's Debts from time to time incurred in connection therewith as such Debts mature.
Financial Information; No Material Change. (i) No change shall have occurred in the financial condition, business, affairs, operations or control of Borrower, the Loan Parties, and/or the Newkirk Partnerships, since the date of their respective xxxxxxxal statements or financial projections most recently delivered to Agent, which change has had or could reasonably be expected to have a Material Adverse Effect; and Borrower and the other Loan Parties shall have furnished Agent such other financial information, projections, and certifications as reasonably requested by the Agent.
(ii) The absence of any material adverse change in the loan syndication, financial or capital market conditions generally from those currently in effect.
(iii) The Borrower shall have provided to the Agent a copy certified by an officer of Borrower of a pro-forma balance sheet after giving effect to the Exchange, the Loan and the intended Distribution of a portion of the proceeds of the Loan, to evidence that the Borrower is solvent, has assets having a fair value in excess of the amount required to pay the Borrower's probable liabilities on the Borrower's existing Debts as such become absolute and mature, and has adequate capital for the conduct of the Borrower's business and the ability to pay the Borrower's Debts from time to time incurred in connection therewith as such Debts mature.
(iv) A copy of the Fairness Opinion issued by Houlihan Lokey Howard & Zukin Financial Advisors, Inc., ix xxxxxxtxxx xxxx xxx Exxxxxxe.
