Financial Matters. (a) The consolidated balance sheet of the Borrower and its Subsidiaries as at December 31, 1995, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, certified by Coopers & Lybrxxx, X.L.P. and the consolidated balance sheets of the Borrower and its Subsidiaries as at June 30, 1996, and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the six months then ended, certified by the chief financial officer of the Borrower, copies of which have been furnished to each Lender, fairly present, subject, in the case of said balance sheets as at June 30, 1996, and said statements of income, retained earnings and cash flows for the six months then ended, to year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP.
(b) Since June 30, 1996, there has been no Material Adverse Change and there have been no events or developments that in the aggregate have had a Material Adverse Effect.
(c) Neither the Borrower nor any of its Subsidiaries had at June 30, 1996 any material obligation, contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment which is not reflected in the balance sheet at such date referred to in subsection (a) above or in the notes thereto.
(d) The Projections that have been delivered to each Lender, were prepared on the basis of the assumptions expressed therein, which assumptions the Borrower believed to be reasonable based on the information available to the Borrower at the time so furnished and on the Closing Date.
(e) The Borrower is, and on a consolidated basis the Borrower and its Subsidiaries are, Solvent.
Financial Matters. Except as disclosed in the Primero Disclosure Letter, the audited consolidated balance sheets, audited consolidated statements of earnings, audited consolidated statements of shareholders equity and audited consolidated statements of cash flows of Primero for the financial years ended December 31, 2008, 2009 and 2010 unaudited consolidated balance sheet, consolidated statement of earnings, consolidated statements of shareholders equity and consolidated statements of cash flows of Primero and the interim period ended March 31, 2011 (the “Primero Financial Statements”) were prepared in accordance with Canadian GAAP consistently applied, and fairly present in all material respects the consolidated financial condition of Primero at the respective dates indicated and the results of operations of Primero for the periods covered on a consolidated basis. Except as disclosed in the Primero Disclosure Letter, as of the date hereof, neither Primero nor any of the Primero Subsidiaries has any Liability or obligation (including, without limitation, Liabilities or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes other than Taxes not yet due), whether accrued, absolute, contingent or otherwise, or any related party transactions or off-balance sheet transactions not reflected in the Primero Financial Statements of Primero, except liabilities and obligations incurred in the ordinary and regular course of business (including the business of operating, developing, constructing and exploring Primero’s projects) since December 31, 2010, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Primero. The management of Primero has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted by it under the applicable Laws is recorded, processed, summarized and reported within the time periods specified in such Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by Primero in its annual filings, interim filings or other reports filed or submitted under the applicable Laws is accumulated and communicated to Primero’s management, including its chief executive officer and chief financial officer (or Persons performing ...
Financial Matters. 9.1. The School shall maintain accurate and comprehensive financial records, operate in accordance with Generally Accepted Accounting Principles, and use public funds in a fiscally responsible manner.
Financial Matters. (a) The Borrower has heretofore furnished to the Agent and the Lenders (i) the audited financial statements (including balance sheets, statements of income and statements of cash flows) of the Loan Parties as of December 31, 2019 and December 31, 2020 (in draft form), in each case, for the twelve (12) month period then ended, and (ii) the unaudited financial statements of the Loan Parties as of April 30, 2021 for the twelve (12) month period then ended (collectively, the “Financial Statements”).
(b) The Financial Statements, as well as all other financial statements from time to time delivered by or on behalf of any Loan Party to the Agent or any Lender (including without limitation the financial statements referred to in Sections 5.1(a), (b) and (c)) (i) have been prepared in accordance with GAAP on a consistent basis for all periods (subject, in the case of unaudited statements, to the absence of footnote disclosures and normal non-material year-end audit adjustments), (ii) are complete and correct in all material respects, (iii) fairly present in all material respects the financial condition of each Loan Party as of said dates, and the results of each of their operations for the periods stated, (iv) contain and reflect all necessary adjustments and accruals for a fair presentation of the financial condition of each Loan Party and the results of each of their respective operations as of the dates of and for the periods covered thereby, and (v) make full and adequate provision, subject to and in accordance with GAAP, for the various assets and liabilities (including, without limitation, deferred revenues) of the Loan Parties, fixed or contingent, and the results of each of their operations and transactions in its accounts, as of the dates and for the periods referred to therein.
(c) As of the Closing Date, except as set forth in Schedule 3.01 of the Disclosure Schedules, no Loan Party has any liabilities, obligations or commitments of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise (collectively “Liabilities and Contingencies”), including, without limitation, Liabilities and Contingencies under employment agreements and with respect to any “earn-outs”, stock appreciation rights, or related compensation obligations, except: (i) Liabilities and Contingencies disclosed in the Financial Statements or footnotes thereto, (ii) Liabilities and Contingencies incurred in the Ordinary Course of Business since the date of the most re...
Financial Matters. The Administrative Agent and the Arranger shall have received:
(i) with respect to the Borrower and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 90 days prior to the Closing Date (the “Borrower Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements and at least 45 days prior to the Closing Date (the “Borrower Interim Financial Statements”); provided that filing of the required financial statements on form 10-K and form 10-Q by the Borrower will satisfy the foregoing requirements;
(ii) with respect to the Acquired Company and its Subsidiaries, (i) audited consolidated balance sheets and related consolidated statements of income, stockholder’s equity and cash flows for the three most recently completed fiscal years ended at least 100 days prior to the Closing Date (the “Acquired Company Audited Financial Statements”) and (ii) unaudited consolidated balance sheets and related consolidated statements of income and cash flows for each interim fiscal quarter ended since the last audited financial statements (other than the fourth fiscal quarter of 2017) and at least 60 days prior to the Closing Date (the “Acquired Company Interim Financial Statements”); and
(iii) the pro forma financial statements set forth in the confidential information memorandum, prepared after giving pro forma effect to each element of the Transactions as if the Transactions had occurred on the last day of such four quarter period (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements); it being understood that such pro forma financial statements shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by FASB ASC 805, Business Combinations (formerly SFAS 141R)) or otherwise be prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended.
Financial Matters. Each Borrower Party financial statement previously delivered to Lender was prepared in accordance with GAAP and completely, correctly and fairly present the financial condition and the results of operations of each Borrower Party on the date and for the period covered by the financial statements. All other reports, statements and other data that any Borrower Party furnished to Lender in connection with the Loan are true and correct in all material respects and do not omit any fact or circumstance necessary to ensure that the statements are not misleading. Each Borrower Party (i) is solvent, (ii) is not bankrupt, and (iii) has no outstanding liens, suits, garnishments, bankruptcies or court actions which may render such Borrower Party insolvent or bankrupt. Since the date of the last financial statements each Borrower Party delivered to Lender, no event, act, condition or liability has occurred or exists, which has had, or may reasonably be expected to have, a material adverse effect upon (A) such Borrower Party's business, condition (financial or otherwise) or operations, or (B) such Borrower Party's ability to perform or satisfy, or Lender's ability to enforce, any of the Indebtedness.
Financial Matters. 8.1 The School endeavours to ensure that the costs of operating Community Use at the Sports Facilities will be fully covered by income from such use and any surplus will be utilised to:
8.1.1 contribute to a contingency or sinking fund for major maintenance, repairs and ultimately renewal of fixed life elements of the Sports Facilities.
8.1.2 increase the use of the Sports Facilities by any Priority Groups by staging special promotions or by offering discounted rates of hire; [where appropriate]
8.1.3 improve and increase the stock of sports equipment for use in connection with the Sports Facilities.[where required]
Financial Matters. The Administrative Agent and the Lenders shall have received:
(i) audited financial statements of the Borrower for the three most recent fiscal years of the Borrower ended at least 90 days prior to the Effective Date;
(ii) unaudited interim consolidated financial statements of the Borrower for each quarterly period ended after the latest fiscal year referred to in clause (i) above and ended at least 60 days prior to the Effective Date;
(iii) annual management prepared financial projections that are reasonably acceptable to the Lead Arrangers (including balance sheets, income statements and cash flow statements) for the Borrower and its Subsidiaries for the five-year period ending (and including) fiscal year 2023 of the Borrower. The Administrative Agent and the Lead Arrangers acknowledge that the management prepared financial projections delivered prior to the date hereof are acceptable; and
(iv) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of the date of the most recent consolidated balance sheet delivered pursuant to clause (i) above and a pro forma statement of operations for the most recent 12-month period ending on the last day of such period, in each case adjusted to give effect to the consummation of the Transactions and the financings contemplated hereby as if such transactions, with respect to the pro forma balance sheet, had occurred on such date or with respect to the pro forma statements of operations, had occurred on the first day of the most recently completed fiscal year, and consistent in all material respects with the forecasts previously provided to the Administrative Agent and the Lead Arrangers.
Financial Matters. (a) The Company has made available to Parent the financial statements attached to Section 4.6(a) of the Company Disclosure Letter (collectively, the “Company Financials”).
(b) The Company Financials (including any notes thereto) are derived from and are in accordance with the books and records of the applicable Acquired Company. The Company Financials, have been prepared in accordance with IFRS, consistently applied, and fairly present, in all material respects, the financial position and results of the operations of the applicable Acquired Companies as of the times and for the periods referred to therein (except, in the case of the Interim Company Financials, for the absence of footnotes and normal year-end adjustments that are not material in amount). All reserves that are set forth or reflected in the Company Financials have been established in accordance with IFRS and, in the Company’s good faith business judgement, are adequate for the operation of the Business in the Ordinary Course of Business.
(c) The books of account of each Acquired Company are prepared and maintained in form and substance adequate for preparing financial statements in accordance with IFRS or U.S. generally accepted accounting principles, as the case may be.
(d) To the Company’s Knowledge, no independent accountant of the Acquired Companies, or any current or former Company Associate, has identified or been made aware of any fraud, whether or not material, that involves management or current or former Company Associates who have a role in the preparation of financial statements or the internal accounting controls utilized by the Acquired Companies and that is related to such role, or any claim or allegation regarding any of the foregoing.
(e) Neither the Company nor any other Acquired Company has any Liabilities of a type required to be reflected on a balance sheet in accordance with IFRS, except for (i) Liabilities accrued or reserved against in the Company Financials; (ii) Liabilities that have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business, including Liabilities arising under executory Contracts of any of the Acquired Companies (but excluding any Liabilities for breach of contract, breach of warranty, tort, infringement or violation of Law (other than Federal Cannabis Laws) or related to any Action); (iii) Company Transaction Expenses or Company Closing Bonuses and other fees and expenses incurred in connection with the Contemplated Transact...
Financial Matters. Mortgagor is solvent after giving effect to all borrowings contemplated by the Loan Documents and no proceeding under any Debtor Relief Law (hereinafter defined) is pending (or to Mortgagor’s knowledge threatened) by or against Mortgagor, of any Affiliate of Mortgagor as debtor. For the purposes of this paragraph, “Mortgagor” shall also include any person liable directly or indirectly for the Secured Indebtedness or any part thereof and any joint venturer, member or general partner of Mortgagor.
