Financial Statements; Financial Condition Clause Samples

Financial Statements; Financial Condition. All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank by submission to the Financial Statement Repository or otherwise submitted to Bank fairly present in all material respects Borrower’s consolidated financial condition and ▇▇▇▇▇▇▇▇’s consolidated results of operations for the periods covered thereby, subject, in the case of unaudited financial statements, to normal year-end adjustments and the absence of footnote disclosures. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to the Financial Statement Repository or otherwise submitted to Bank.

Financial Statements; Financial Condition. All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

Financial Statements; Financial Condition. (i) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2011 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2012 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (ii) The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of December 31, 2011 (after giving effect to the Transaction and the financing therefor), a copy of which has been furnished to the Lenders prior to the Initial Borrowing Date, presents a good faith estimate in all material respects of the pro forma consolidated financial position of the Parent and its Subsidiaries as of such date. (b) Since December 31, 2011, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements; Financial Condition. (i) A copy of the draft unaudited Financial Statements of the Borrower Entities for the fiscal year ended December 31, 2007 (prepared on a consolidated basis), prepared to present fairly the financial condition, results of operations and other information reflected therein as of the date thereof and to have been prepared in accordance with GAAP (subject to normal year end audit adjustments and omission of footnotes and statement of shareholder’s equity); (ii) A copy of the audited consolidated Financial Statements of the CBII Entities for the fiscal year ended December 31, 2007 reported on by Ernst & Young LLP or other independent public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit in connection with such Financial Statements); (iii) A copy of the most recently completed annual report (Form 5500 Series) filed with the Employee Benefits Security Administration with respect to each Pension Plan of any applicable Loan Parties; (iv) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the budget and projected Financial Statements of the CBII Entities by fiscal year for each of the fiscal years from the Effective Date through December 31, 2012, together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the CBII Entities, all in reasonable detail and in any event to include (A) projected Capital Expenditures and (B) annual projections of the Borrower’s compliance with the Financial Covenants; (v) A certificate executed by the Chief Accounting Officer, Chief Financial Officer or Treasurer of the Borrower which certifies that, as of the Effective Date before and after giving pro forma effect to the Transaction, no Default has occurred and is continuing; and (vi) Such other financial, business and other information regarding the CBII Entities as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.

Financial Statements; Financial Condition. (1) The unaudited pro forma consolidated balance sheet of Holdings at March 31, 2004 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma statements of operations for the year ended December 31, 2003 and the three-month period ended March 31, 2004 (collectively, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Purchaser, have been prepared giving effect to the consummation of the Transactions as if they had occurred on March 31, 2004 in the case of such balance sheet and on January 1, 2003 in the case of such statements of operations. The Pro Forma Financial Statements (each of which have undergone a Quarterly Review) have been prepared in good faith by Holdings, based on assumptions Holdings believes to be reasonable, accurately reflect in all material respects all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the financial position and results of operations of Holdings and its Subsidiaries as at and for such dates, assuming that the Transactions had actually occurred at such dates. (2) All financial statements that have been delivered to the Purchasers in connection with this Agreement present fairly in all material respects the financial condition, results of operations and cash flows of the entities to which they relate as of the dates and for the periods indicated. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein and except that any such un-audited financial statements lack footnote disclosure and normal year-end audit adjustments). (3) Except as set forth in the financial statements delivered pursuant to Paragraph 3P, after giving effect to the Indebtedness and customary liabilities in respect of transaction expenses incurred in connection with the Transactions, as of the Closing Date, there are no material liabilities of the Transaction Parties of any kind (including, without limitation, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives) required to be set forth on a balance sheet or in the notes thereto prepared in accordance with GAAP, whether accrued, contingent, absolute, determined, d...

Financial Statements; Financial Condition. The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2007, December 31, 2008 and December 31, 2009 and the unaudited consolidated balance sheets of the Parent and its Subsidiaries as at June 30, 2010 and the related consolidated statements of operations and of cash flows for the fiscal years or quarters, as the case may be, ended on such dates, reported on by and accompanied by, in the case of the annual financial statements, an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years or quarters, as the case may be, then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).

Financial Statements; Financial Condition. All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Lender fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations as of the respective dates thereof and the results of operations of Borrower and its Subsidiaries for the respective periods then ended, except that the unaudited interim financial statements may not require all footnotes required by GAAP and are subject to normal year-end audit adjustments. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Lender.

Financial Statements; Financial Condition. All consolidated and consolidating financial statements for the Loan Parties and each of their Subsidiaries delivered to Agent fairly present in all material respects the consolidated and consolidating financial condition and results of operations of the Loan Parties and each of their Subsidiaries as of the respective dates and for the respective periods then ended, and there are no material liabilities (including any contingent liabilities) which are not reflected in such financial statements. There has not been any material deterioration in the consolidated and consolidating financial condition of the Loan Parties and each of its Subsidiaries or the Collateral since the date of the most recent financial statements submitted to Agent.

Financial Statements; Financial Condition. ETC. 52 (i) The (A) audited Consolidated balance sheets of the Credit Parties and their Subsidiaries as of December 31, 1998 and the related statements of income, stockholders' equity and cash flows for the Fiscal Year then ended and (B) unaudited Consolidated balance sheet of the Credit Parties and their Subsidiaries as of September 30, 1999, and related unaudited interim statements of income, stockholders' equity and cash flows, copies of which have been furnished to the Administrative Agent and each Lender, have been prepared in accordance with GAAP (except as set forth in the notes thereto), are complete in all material respects and fairly present in all material respects the assets, liabilities and financial position of the Credit Parties and their Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended, subject to normal year end adjustments. (ii) As of the Closing Date, (A) the sum of the assets, at a fair valuation, of each Credit Party on a stand-alone basis and of the Credit Parties and their Subsidiaries taken as a whole will exceed its or their debts, respectively; (B) each Credit Party on a stand-alonebasis and the Credit Parties and their Subsidiaries taken as a whole has not incurred and does not intend to incur, and does not believe that it will incur, debts beyond its or their ability to pay such debts as such debts mature, respectively; and (C) each Credit Party on a stand-alone basis and the Credit Parties and their Subsidiaries taken as a whole will have sufficient capital with which to conduct its or their business, respectively. For purposes of this Section, "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 the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.