Common use of Financial Statements, etc Clause in Contracts

Financial Statements, etc. Borrowers have delivered to Lender audited financial statements of Borrowers as at and for the fiscal year ended December 31, 2022 and unaudited financial statements of Borrowers as of March 31, 2023. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basis, the financial condition of Borrowers as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.02. All projections delivered by Borrowers to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results). No Borrower nor any Subsidiary has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.02. Other than the Debt listed on Schedule 8.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has no Debt.

Appears in 2 contracts

Sources: Credit Agreement (Direct Digital Holdings, Inc.), Credit Agreement (Direct Digital Holdings, Inc.)

Financial Statements, etc. Borrowers have Borrower and each Obligated Party has delivered to Lender Administrative Agent (a) audited financial statements of Borrowers ▇▇▇▇▇▇▇▇ and each Obligated Party as at and for the fiscal year ended December 31, 2022 2020, and (b) unaudited financial statements of Borrowers as of March 31Borrower and each Obligated Party for November, 20232021. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. As of December 22, 2021, all material Guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Borrowers ▇▇▇▇▇▇▇▇ and each Obligated Party to Lender Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender Administrative Agent and all such assumptions are disclosed in the projections (projections, it being understood for purposes that such projections as to future events are subject not to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, viewed as facts and that actual results financials during the period or periods covered by any such projections may differ from the projected results). No Neither Borrower nor any Subsidiary Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement hedge agreement or other transaction or obligation in respect of derivatives, derivatives that are not reflected in the most-most recent financial statements referred to in this Section 6.026.2. Other As of December 22, 2021, other than the Debt listed on Schedule 8.016.2, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has Obligated Party had no Debt.

Appears in 2 contracts

Sources: Credit and Security Agreement (loanDepot, Inc.), Credit and Security Agreement (loanDepot, Inc.)

Financial Statements, etc. Borrowers have Borrower has delivered to Lender audited financial statements of Borrowers Borrower and its Subsidiaries as at and for the fiscal year ended December 31, 2022 2015 and unaudited financial statements of Borrowers as of March 31Borrower and its Subsidiaries for the nine (9)-month period ended September 30, 20232016. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary nor any other Obligated Party of its Subsidiaries has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. All projections delivered by Borrowers Borrower to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results)projections. No Neither Borrower nor any Subsidiary of its Subsidiaries has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.02. Other 6.2 other than the Debt listed reflected on Schedule 8.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has no Debt6.2.

Appears in 1 contract

Sources: Credit Agreement (Harte Hanks Inc)

Financial Statements, etc. Borrowers have Borrower and each Obligated Party has delivered to Lender (a) audited financial statements of Borrowers Borrower and each Obligated Party as at and for the fiscal year ended December 31, 2022 and 2013, (b) unaudited financial statements of Borrowers as Borrower and each Obligated Party for the three (3)-month period ended June 30, 2014, and (c) unaudited financial statements of March Borrower and each Obligated Party for the two (2)-month period ended August 31, 20232014. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. All projections delivered by Borrowers Borrower and each Obligated Party to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results)projections. No Neither Borrower nor any Subsidiary Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-long- term commitments, or any Hedge Agreement hedge agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.026.2. Other As of August 31, 2014, other than the Debt listed on Schedule 8.016.2, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has Obligated Party had no Debt.

Appears in 1 contract

Sources: Credit and Security Agreement (loanDepot, Inc.)

Financial Statements, etc. Borrowers have Borrower and each Obligated Party has delivered to Lender (a) audited financial statements of Borrowers Borrower and each Obligated Party as at and for the fiscal year ended December 31, 2022 and 2013, (b) unaudited financial statements of Borrowers as Borrower and each Obligated Party for the three (3)-month period ended June 30, 2014, and (c) unaudited financial statements of March Borrower and each Obligated Party for the two (2)-month period ended August 31, 20232014. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. All projections delivered by Borrowers Borrower and each Obligated Party to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results)projections. No Neither Borrower nor any Subsidiary Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement hedge agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.026.2. Other As of August 31, 2014, other than the Debt listed on Schedule 8.016.2, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has Obligated Party had no Debt.

Appears in 1 contract

Sources: Credit and Security Agreement (loanDepot, Inc.)

Financial Statements, etc. Borrowers have Borrower and each Obligated Party has delivered to Lender Administrative Agent (a) audited financial statements of Borrowers Borrower and each Obligated Party as at and for the fiscal year ended December 31, 2022 2022, and (b) unaudited financial statements of Borrowers as of March 31Borrower and each Obligated Party for May, 2023. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. As of June 30, 2023, all material guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Borrowers ▇▇▇▇▇▇▇▇ and each Obligated Party to Lender Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender Administrative Agent and all such assumptions are disclosed in the projections (projections, it being understood for purposes that such projections as to future events are subject not to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, viewed as facts and that actual results financials during the period or periods covered by any such projections may differ from the projected results). No Neither Borrower nor any Subsidiary Obligated Party has any material Guaranteesguarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement hedge agreement or other transaction or obligation in respect of derivatives, derivatives that are not reflected in the most-most recent financial statements referred to in this Section 6.026.2. Other As of June 30, 2023, other than the Debt listed on Schedule 8.016.2, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has Obligated Party had no Debt.

Appears in 1 contract

Sources: Credit and Security Agreement (loanDepot, Inc.)

Financial Statements, etc. Borrowers have delivered to Lender audited financial statements of Borrowers as at and for the fiscal year ended December 31, 2022 and unaudited financial statements of Borrowers as of March 31, 2023. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basis, the financial condition of Borrowers as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.02. All projections delivered by Borrowers to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results). No Borrower nor any Subsidiary has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.02. Other than the Debt listed on Schedule 8.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has no Debt.

Appears in 1 contract

Sources: Fourth Amendment to Credit Agreement (Direct Digital Holdings, Inc.)

Financial Statements, etc. Borrowers have Borrower and each Obligated Party has delivered to Lender (a) audited financial statements of Borrowers ▇▇▇▇▇▇▇▇ and each Obligated Party as at and for the fiscal year ended December 31, 2022 and 2013, (b) unaudited financial statements of Borrowers as ▇▇▇▇▇▇▇▇ and each Obligated Party for the three (3)-month period ended June 30, 2014, and (c) unaudited financial statements of March Borrower and each Obligated Party for the two (2)-month period ended August 31, 20232014. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. All projections delivered by Borrowers Borrower and each Obligated Party to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to 27 Credit and Security Agreement Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results)projections. No Neither Borrower nor any Subsidiary Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement hedge agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.026.2. Other As of August 31, 2014, other than the Debt listed on Schedule 8.016.2, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has Obligated Party had no Debt.

Appears in 1 contract

Sources: Credit and Security Agreement (loanDepot, Inc.)

Financial Statements, etc. Borrowers have delivered to Lender audited financial statements of Borrowers Holdings and its Subsidiaries as at and for the fiscal year ended December 31, 2022 2024, unaudited financial statements of Holdings and its Subsidiaries as at and for the fiscal year ended December 31, 2025 and unaudited financial statements of Borrowers as of March Holdings and its Subsidiaries for the one (1)-month period ended January 31, 20232026. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Holdings and its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Borrower Neither Holdings nor any Subsidiary nor of its Subsidiaries or any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-long term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. All projections delivered by Borrowers to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results)projections. No Borrower Neither Holdings nor any Subsidiary of its Subsidiaries has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, or any Hedge Agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-most recent financial statements referred to in this Section 6.026.2. Other than the Debt listed on Schedule 8.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), 8.1 and Debt otherwise permitted by Section 8.018.1, each Borrower Holdings and each Subsidiary has have no Debt.

Appears in 1 contract

Sources: Loan and Security Agreement (Quest Resource Holding Corp)

Financial Statements, etc. Borrowers have Borrower has delivered to Lender audited financial statements of Borrowers Borrower and its Subsidiaries as at and for the fiscal year ended December 31November 30, 2022 2015 and unaudited financial statements of Borrowers as of March 31Borrower and its Subsidiaries for the [three (3)-month] period ended [February 29, 20232016]. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary nor any other Obligated Party of its Subsidiaries has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. All projections delivered by Borrowers Borrower to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results)projections. No Neither Borrower nor any Subsidiary of its Subsidiaries has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.026.2. Other than the Debt listed on Schedule 8.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), 8.1 and Debt otherwise permitted by Section 8.018.1, each Borrower and each Subsidiary has have no Debt.

Appears in 1 contract

Sources: Credit Agreement (Cryo Cell International Inc)

Financial Statements, etc. Borrowers have ▇▇▇▇▇▇▇▇ has delivered to Lender audited reviewed financial statements of Borrowers Borrower and its Subsidiaries as at and for the fiscal year ended December 31, 2022 2017, and unaudited financial statements of Borrowers as of March Borrower and its Subsidiaries for the one (1)-month period ended December 31, 20232018. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Borrower nor any Subsidiary nor any other Obligated Party has does not have any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. All projections delivered by Borrowers Borrower to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results)projections. No Neither Borrower nor any Subsidiary of its Subsidiaries, if applicable, has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.026.2. Other than the Debt listed on Schedule 8.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), 8.1 and Debt otherwise permitted by Section 8.018.1, each Borrower and each Subsidiary has have no Debt.

Appears in 1 contract

Sources: Credit Agreement (ProFrac Holding Corp.)

Financial Statements, etc. Borrowers have Borrower has delivered to Lender audited an unaudited financial statements report of Borrowers Borrower as at and for of the fiscal year quarter ended December 31, 2022 and unaudited financial statements of Borrowers as of March 31, 20232018. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and its Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither the Borrower nor any Subsidiary nor any other Obligated Party of its Subsidiaries has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No There has been no Material Adverse Event has occurred with respect to Borrower or any of its Subsidiaries since the effective date of the most recent financial statements referred to in this Section 6.02Section. All projections delivered by Borrowers Borrower to Lender have been prepared in good faith, with care and diligence and use using assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (projections, it being understood for purposes acknowledged and agreed by Lender that, to the extent included in any of the foregoing, projections or estimates as to future events are inherently uncertain and are not to be viewed as facts and that the actual results during the period or periods covered by such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results or estimates may materially differ from the projected results). No Borrower nor any Subsidiary has any no material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement hedge agreement or other transaction or obligation in respect of derivatives, that are not reflected on Schedule 6.2 or in the most-recent financial statements referred to in this Section 6.02. Other than the Debt listed on Schedule 8.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has no Debt6.2.

Appears in 1 contract

Sources: Loan Agreement (Vertical Capital Income Fund)

Financial Statements, etc. Borrowers have Borrower and each Obligated Party has delivered to Lender Administrative Agent (a) audited financial statements of Borrowers loanDepot, Inc. and each Obligated Party as at and for the fiscal year ended December 31, 2022 2022, and (b) unaudited financial statements of Borrowers as of March 31loanDepot, 2023Inc. Borrower and each Obligated Party for May, 20231. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. As of December 19, 2023, all material guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule 6.2. All projections delivered by Borrowers Borrower and each Obligated Party to Lender Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender Administrative Agent and all such assumptions are disclosed in the projections (projections, it being understood for purposes that such projections as to future events are subject not to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, viewed as facts and that actual results financials during the period or periods covered by any such projections may differ from the projected results). No Neither Borrower nor any Subsidiary Obligated Party has any material Guaranteesguarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement hedge agreement or other transaction or obligation in respect of derivatives, deriva 36 Credit and Security Agreement / tives that are not reflected in the most-most recent financial statements referred to in this Section 6.026.2. Other As of December 19, 2023, other than the Debt listed on Schedule 8.016.2, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has Obligated Party had no Debt.

Appears in 1 contract

Sources: Credit and Security Agreement (loanDepot, Inc.)

Financial Statements, etc. Borrowers have Borrower and each Obligated Party has delivered to Lender audited financial statements of Borrowers Borrower and each Obligated Party as at and for the fiscal year ended December 31, 2022 2014 and unaudited financial statements of Borrowers as of March 31Borrower and each Obligated Party for the three (3)-month period ended September 30, 20232015. Such financial statements are true and correctcorrect in all material respects, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower and each Obligated Party as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary nor any other Obligated Party has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. All projections delivered by Borrowers Borrower and each Obligated Party to Lender have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results)projections. No Neither Borrower nor any Subsidiary Obligated Party has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term longterm commitments, or any Hedge Agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.026.2. Other than the Debt listed on Schedule 8.016.2, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has Obligated Party have no Debt.

Appears in 1 contract

Sources: Credit and Security Agreement (AmeriHome, Inc.)

Financial Statements, etc. Borrowers have Borrower has delivered to Lender Administrative Agent (a) audited financial statements of Borrowers as at and loanDepot, Inc. with consolidating financial statements including the Borrower for the fiscal year ended December 31, 2022 2023, and (b) unaudited financial statements of Borrowers as of March 31loanDepot, 2023Inc. for September 30, 2024. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Borrower nor any Subsidiary nor any other Obligated Party has does not have any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.3. As of the Closing Date, all material guarantees, credit facilities, repurchase facilities or substantially similar facilities or other debt for borrowed money of Borrower (the “Debt for Borrowed Money”) which are presently in effect and/or outstanding are listed on Schedule III to the Pricing Side Letter (the “Existing Debt”). All projections delivered by Borrowers Borrower to Lender Administrative Agent have been prepared in good faith, with care and diligence and use assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender Administrative Agent and all such assumptions are disclosed in the projections (projections, it being understood for purposes that such projections as to future events are subject not to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, viewed as facts and that actual results financials during the period or periods covered by any such projections may differ from the projected results). No Borrower nor any Subsidiary has does not have any material Guaranteesguarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement hedge agreement or other transaction or obligation in respect of derivatives, derivatives that are not reflected in the most-most recent financial statements referred to in this Section 6.026.3. Other As of the Closing Date, other than the Existing Debt listed on Schedule 8.01III to the Pricing Side Letter, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), and Debt otherwise permitted by Section 8.01, each Borrower and each Subsidiary has had no DebtIndebtedness.

Appears in 1 contract

Sources: Credit and Security Agreement (loanDepot, Inc.)

Financial Statements, etc. Borrowers have Borrower has delivered to Lender an unaudited income statement of Borrower and its Subsidiaries for the nine (9)-month period ended September 30, 2013. Victory has delivered to Lender audited financial statements of Borrowers Victory and its Subsidiaries as at and for the fiscal year ended December 31, 2022 2012, and unaudited financial statements of Borrowers Victory and its Subsidiaries as of March 31at and for the nine (9)-month period ended September 30, 20232013. Such financial statements are true and correct, have been prepared in accordance with GAAP, and fairly and accurately present, on a Consolidated Basisconsolidated basis, the financial condition of Borrowers Borrower or Victory, as applicable, and its respective Subsidiaries as of the respective dates indicated therein and the results of operations for the respective periods indicated therein. No Neither Borrower nor any Subsidiary of its Subsidiaries nor Victory nor any other Obligated Party of its Subsidiaries has any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses from any unfavorable commitments except as referred to or reflected in such financial statements. No Material Adverse Event has occurred since the effective date of the financial statements referred to in this Section 6.026.2. All projections delivered by Borrowers Borrower and Victory to Lender have been prepared in good faith, with care and diligence and use using assumptions that are reasonable under the circumstances at the time such projections were prepared and delivered to Lender and all such assumptions are disclosed in the projections (it being understood for purposes that such projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrowers, that no assurance is given that any particular projections will be realized, and that actual results may differ from the projected results). No Borrower nor any Subsidiary has any material Guarantees, contingent liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, or any Hedge Agreement or other transaction or obligation in respect of derivatives, that are not reflected in the most-recent financial statements referred to in this Section 6.02projections. Other than the Debt listed on Schedule 8.01, Debt reflected on the financial statements delivered pursuant to Sections 1.01(j), 7.01(a) and 7.01(c), 8.1 and Debt otherwise permitted by Section 8.018.1, each Borrower and each Subsidiary has have no Debt.

Appears in 1 contract

Sources: Credit Agreement (Victory Energy Corp)