Financial Statements and Solvency Sample Clauses

Financial Statements and Solvency. 5.11.1 Seller has delivered to Buyer copies of its unaudited statements of operations and balance sheets related to the Systems for the years ended December 31, 1999, 2000 and 2001, and monthly balance sheets and statements of operations for each calendar month for 2002 through September 30, 2002 (collectively, and together with all of the financial statements to be provided to Buyer pursuant to SECTION 7.2.3, the "FINANCIAL STATEMENTS"). The Financial Statements were prepared and, in the case of all subsequent financial statements to be provided to Buyer pursuant to SECTION 7.2.3, will be prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, are accurate and complete and fairly present the results of operations of the Business for the periods indicated, subject to normal year-end adjustments in the case of interim financial statements and the omission of footnotes in the case of interim financial statements. Except as disclosed on the Financial Statements Seller does not or will not have, any liability or obligation, whether accrued, absolute, fixed or contingent (including liabilities for taxes or unusual forward or long-term commitments) required to be disclosed thereon in accordance with GAAP. Since July 1, 2002, (i) the Business has been operated only in the ordinary course, (ii) Seller has not sold or disposed of any assets, or incurred any obligation or liability (contingent or otherwise) other than in the ordinary course of business, (iii) there has been no material adverse change in, and no event has occurred which is likely, individually or in the aggregate, to result in any material adverse change in, the business, operations, assets or condition (financial or otherwise) of the Business, other than changes affecting the cable television industry generally. Neither Seller nor any Affiliate of Seller has any knowledge of any circumstance, condition, event or arrangement that could reasonably be expected to result in or give rise hereafter to any liabilities of Seller, except in the ordinary course of business consistent with past practices.
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Financial Statements and Solvency. 5.4(a) Prior to the execution of this Agreement, the Borrower has delivered to Lender its financial statements (the "Delivered Financials") requested by Lender. The Delivered Financials are accurate and complete, have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), and fairly and accurately present the assets, liabilities, results of operations and capital as at the dates thereof. The Delivered Financials reflect or provide for all fixed and contingent claims against debts and liabilities as of the dates thereof. There has not been any material change of financial condition between the date of the most recent of the Delivered Financials and the date of this Agreement. No fact or condition exists, is contemplated or threatened which may cause any such change at any time in the future.
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Financial Statements and Solvency. 5.4(a) Prior to the execution of this Agreement, the Borrower has delivered to Agent SGRP’s annual and quarterly reports and proxy statement most recently filed with the Securities and Exchange Commission, which reports contain the consolidated financial statements of SGRP and its Subsidiaries, and Borrower’s unaudited combined internal financial statements dated April 16, 2010 (collectively, the “Delivered Financials”) requested by Agent. The financial statements included in the Delivered Financials are accurate and complete in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), reflect or provide for all fixed and contingent claims against debts and liabilities as of the dates thereof in accordance with GAAP, and fairly and accurately present the assets, liabilities, results of operations and capital of the covered parties as at the dates thereof in all material respects. There has not been any material adverse change in the Borrower’s financial condition between the date of the most recent of the Delivered Financials and the date of this Agreement. To the best knowledge of the Borrower, no fact or condition exists, is contemplated or threatened that would be reasonably likely to cause any such material adverse change at any time in the foreseeable future.
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Financial Statements and Solvency. 5.4(a) Prior to the execution of this Agreement, the Borrower has delivered to Lender its financial statements (the "Delivered Financials") requested by Xxxxxx. The Delivered Financials are accurate and complete, have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), and fairly and accurately present the assets, liabilities, results of operations and capital as at the dates thereof. The Delivered Financials reflect or provide for all fixed and contingent claims against debts and liabilities as of the dates thereof. There has not been any material adverse change of financial condition between the date of the most recent of the Delivered Financials and the date of this Agreement. Other than as described on Schedule 5.3 attached hereto, to the best of Borrower’s knowledge, no fact or condition exists, is contemplated or threatened which may cause any such material adverse change at any time in the future.
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Financial Statements and Solvency. (a) The Borrowers have furnished the Lender with the following financial information (collectively the “Historical Financial Statements”):
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Financial Statements and Solvency. (a) The Loan Parties have furnished to the Administrative Agent the following financial information: (i) Audited consolidated balance sheets of Xxxxx for its Fiscal Year ended December 31, 2019, and the related consolidated statements of income, shareholders equity and cash flows for the periods then ended (the “Historical Financial Statements”); and (ii) an internally prepared opening balance sheet of the Borrower (the “Opening Balance Sheet”). The Historical Financial Statements and the Opening Balance Sheet (A) were prepared in all material respects in accordance with GAAP consistently applied throughout the periods covered thereby, (B) fairly present in all material respects the financial condition of Xxxxx and the Borrower and their respective consolidated Subsidiaries as of the dates thereof and results of operations for the periods covered thereby, and (C) except for liabilities not required to be disclosed in a balance sheet prepared in accordance with GAAP, show all material indebtedness and other liabilities, direct or contingent, of Xxxxx and the Borrower and their respective consolidated Subsidiaries, as applicable, as of the dates thereof, including liabilities for taxes, material commitments and contingent obligations subject to ordinary, good faith year-end adjustments. ​
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Financial Statements and Solvency. 5.4(a) Prior to the execution of this Agreement, the Borrower has delivered to Lender the consolidated financial statements of Osteotech, Inc. and its Subsidiaries dated December 31, 1998 (the "Delivered Financials") requested by Lender. The Delivered Financials have been prepared in accordance with generally accepted accounting principles consistently applied, and fairly present the consolidated assets, liabilities, results of operations and capital as at the dates thereof. The Delivered Financials reflect or provide for all fixed and contingent claims and debts and liabilities as of the dates thereof. There has not been any material adverse change of financial condition between the date of the most recent of the Delivered Financials and the date of this Agreement. To Borrower's actual knowledge, no fact or condition exists, is contemplated or threatened which may cause any such change at any time in the future.
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Financial Statements and Solvency 
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Related to Financial Statements and Solvency

  • Financial Statements and Condition The Borrower’s audited consolidated financial statements as of December 31, 2020, and the Borrower’s unaudited quarterly financial statements as of June 30, 2021, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited quarterly financial statements, for the absence of footnotes and for year-end audit adjustments) and fairly present in all material respects the financial condition of the Borrower and the Subsidiaries, taken as a consolidated enterprise, as at such dates and the results of their operations for the fiscal year then ended. As of the dates of such consolidated financial statements, neither the Borrower nor any Material Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto. Since December 31, 2020, no Adverse Event has occurred.

  • Financial Statements and Projections Except for the Projections, all Financial Statements concerning Borrower and its Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.

  • Financial Condition; Financial Statements (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.10(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

  • Financial Statements and Reports The Company shall furnish to the Secured Party within a reasonable time such financial data as the Secured Party may reasonably request, including, without limitation, the following:

  • Financial Statements Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

  • Financial Statement If Lessor desires to finance, refinance, or sell the Premises or the Building, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements of Lessee and such Guarantors as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past three (3) years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

  • Financial Statements; Projections Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • Financial Statements, Reports Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank:

  • SEC Documents and Financial Statements (a) Since January 1, 1996, the Company has filed all forms, reports, statements and other documents required to be filed by it with the Commission pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act (such forms, reports, statements and other documents are hereinafter referred to as the "Company SEC Documents"). None of the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and no Company SEC Documents filed with the Commission on or subsequent to the date of this Agreement will contain, any untrue statement of a material fact or omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. All of the Company SEC Documents have complied and each Company SEC Document filed with the Commission on or subsequent to the date of this Agreement will comply in each case in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. (b) The financial statements of the Company (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement (i) have been prepared in accordance with the published rules and regulations of the Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in the notes thereto and (ii) present fairly in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth in Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except liabilities (i) reserved on, or disclosed or reflected in, the Company's audited balance sheet (including any related notes and schedules thereto) for the fiscal year ended December 31, 1997 included in the Company's annual report on Form 20-F for such fiscal year, (ii) incurred in the ordinary course of business since December 31, 1997, (iii) incurred in accordance with this Agreement or the transactions contemplated hereby or (iv) which would not be reasonably likely to have a Company Material Adverse Effect. Section 2.8

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