Common use of Financial Reports, Etc Clause in Contracts

Financial Reports, Etc. (a) The Closing Financial Reports, certified by the chief financial officer of the Limited Liability Company, copies of which have been delivered to the Investor, fairly present in all material respects the financial position of the Limited Liability Company as of the Closing Date. As of the Closing Date (after giving effect to the transactions to occur at the Closing), the Limited Liability Company has no material liabilities, contingent or otherwise, other than as described on Schedules 3.5 and 3.7. As of the Closing Date, the only other liabilities which the Limited Liability Company has are not material and have been incurred in the ordinary course of business, consistent with past practices, of the Limited Liability Company. (b) The net assets of the Limited Liability Company are not less than $ . Except as described on Schedule 3.3, the Limited Liability Company has not distributed any assets to any individual or entity, whether by way of redemption, return of capital, distribution, or otherwise. (c) The Gross Asset Values of the Subsidiaries set forth on the Closing Financial Report described in clause (i) of the definition of "Closing Financial Reports" reflects all material liabilities (including material contingent liabilities) of such Subsidiaries.