Financial Statements; Financial Condition; etc. (a) The statements of consolidated and consolidating financial condition of Silgan and its Subsidiaries at December 31, 2016 and the related consolidated and consolidating statements of income and cash flow of Silgan and its Subsidiaries for the fiscal year ended on such date, as the case may be (which have been certified by Ernst & Young LLP), present fairly the consolidated and consolidating financial position of Silgan and its Subsidiaries at the date of such statements and for the periods covered thereby and have been prepared in accordance with accounting principles generally accepted in the United States and practices consistently applied. Since December 31, 2016, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
(b) On the Effective Date and the Delayed Draw Funding Date and after giving effect to the Transactions, (i) the sum of the assets of each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis), at a fair valuation, will exceed its respective liabilities, including contingent liabilities, (ii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will have sufficient capital with which to conduct its respective businesses and (iii) each of Silgan and its Subsidiaries (taken as a whole) and each Borrower (on a stand-alone basis) will not have incurred debts, and does not intend to incur debts, beyond its ability to pay such debts as they mature. For purposes of this Section 7.07(b), “debt” means any liability on a claim, and “claim” means (x) any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured, or (y) any 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.
Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent:
(i) Consolidated Financial Statements and Consolidating Financial Statements of HGC as of last day of and for the fiscal year of HGC most recently ended more than 90 days prior to the Effective Date, in the case of such Consolidated Financial Statements, reported on by KPMG LLC or another recognized firm of independent certified public accountants reasonably acceptable to the Administrative Agent (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such Consolidated Financial Statements present fairly in all material respects the financial condition, results of operations and cash flows of HGC and the Borrower on a consolidated basis in accordance with GAAP consistently applied;
(ii) except to the extent the Securities and Exchange Commission shall have waived compliance with Regulation S-X, Consolidated Financial Statements of HGC for the periods set forth in Section 6.21 of the Acquisition Agreement;
(iii) unaudited Consolidated Financial Statements and Consolidating Financial Statements of HGC as of last day of and for the fiscal quarter most recently ended more than 45 days prior to the Effective Date, each of which shall be certified by the chief financial officer of HGC as being complete and correct and fairly presenting in all material respects the financial condition, results of operations and cash flows of HGC and the Borrower on such dates and for any interim periods then ended, applied on a consistent basis;
(iv) a certificate by the chief financial officer of HGC stating that to his knowledge since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect;
(v) a certificate by the chief financial officer of HGC as to the financial condition and solvency of HGC and the Borrower (after giving effect to the Acquisition and the incurrence of Indebtedness relating thereto); and
(vi) such other information regarding HGC and the Borrower and their business affairs and the transactions contemplated by this Agreement and not previously provided to the Administrative Agent as the Administrative Agent or any Lender may reasonably request.
Financial Statements; Financial Condition; etc. The Borrower shall have delivered to the Administrative Agent:
(i) audited Financial Statements of GAH as of and for the year most recently ended more than 90 days prior to the date of the Second Disbursement Date, its unaudited Financial Statements as of and for the fiscal quarter most recently ended more than 45 days prior to the Second Disbursement Date, each of which shall be certified by a Responsible Officer of the Borrower as being to his Actual Knowledge, after due inquiry, complete and correct in all material respects and fairly presenting the financial condition, results of operations and changes in cash flows of GAH on such dates and for any interim periods then ended, applied on a consistent basis;
(ii) a certificate by the chief financial officer of the Borrower stating that to his Actual Knowledge, after due inquiry, since the date of such Financial Statements, no event has occurred, and no condition exists, that has had, or could reasonably be expected to have, a Material Adverse Effect;
(iii) a certificate by the chief financial officer of the Borrower as to the financial condition and solvency of the Borrower and its Subsidiaries (after giving effect to the Executive Air Acquisition and the General Aviation Acquisition and the incurrence of Indebtedness relating thereto); and
(iv) such other financial, business and other information regarding the Investors, the Borrower or any of their Subsidiaries as the Administrative Agent, the Issuing Bank or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.
Financial Statements; Financial Condition; etc. Each of the financial statements and financial certificates delivered pursuant to Section 4.1(z) were prepared in accordance with GAAP consistently applied and fairly present the financial condition and the results of operations of the entities covered thereby on the dates and for the periods covered thereby, except as disclosed in the notes thereto and, with respect to interim financial statements, subject to normally recurring year-end adjustments. No Loan Party has any material liability (contingent or otherwise) not reflected in such financial statements or in the notes thereto.
Financial Statements; Financial Condition; etc. The financial statements delivered to the Lenders pursuant to Section 4.01(e)(i) and, if applicable, Section 6.01, copies of which have been furnished to the Administrative Agent and each Lender, have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the absence of footnotes and subject to normal year end adjustments), are complete in all material respects and fairly present in all material respects the assets, liabilities and financial position of the Borrowers and their Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended, subject, in the case of unaudited financial statements, to the absence of footnotes and normal year end adjustments.
Financial Statements; Financial Condition; etc. The audited consolidated financial statements of the Company and its Consolidated Subsidiaries as at December 31, 2021, heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, the consolidated financial condition and the results of operations of the entities covered thereby on the date and for the period covered thereby, except as disclosed in the notes thereto.
Financial Statements; Financial Condition; etc. (1) A copy of the audited consolidated and consolidating Financial Statements of FIL and its Subsidiaries for the fiscal year ended March 31, 1999, audited by Arthxx Xxxexxxx XXX, together with a copy of the unqualified opinion delivered by such accountants in connection with such Financial Statements;
(2) A copy of the unaudited Financial Statements of FIL and its Subsidiaries for the fiscal quarter ended September 24, 1999 and for the fiscal year to such date (prepared on a consolidated and consolidating basis), certified by the chief financial officer, treasurer, controller or principal accounting officer of FIL to present fairly the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments);
(3) A copy of the 10-K report filed by FIL with the Securities and Exchange Commission for the fiscal year ended March 31, 1999;
(4) A copy of the 10-Q report filed by FIL with the Securities and Exchange Commission for the quarter ended September 24, 1999;
(5) The consolidated plan and forecast of FIL and its Subsidiaries for the fiscal year to end March 31, 2000 (reflecting among other events the anticipated Borrowings under this Agreement), including quarterly cash flow projections and quarterly projections of FIL's compliance with each of the covenants set forth in Paragraph 5.03 of this Agreement; and
(6) Such other financial, business and other information regarding Borrowers or any of their Subsidiaries as Agent or any Lender may reasonably request, including information as to possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.
Financial Statements; Financial Condition; etc. The Financial Statements and the financial statements of the Borrower and its Consolidated Subsidiaries as at September 30, 2011 and December 31, 2011, heretofore delivered to the Lenders were prepared in accordance with generally accepted accounting principles consistently applied as in effect of the date of preparation and fairly present the consolidated financial condition and the results of operations of the entities covered thereby on the date and for the period covered thereby, except as disclosed in the notes thereto.
Financial Statements; Financial Condition; etc. (1) A copy of the unaudited Financial Statements of LSI and its Subsidiaries for the fiscal quarter ended March 31, 1998, and for the fiscal year to such date (prepared on a consolidated and consolidating basis), certified by the Chief Financial Officer or Treasurer of LSI to present fairly the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments);
(2) A copy of the audited consolidated Financial Statements of LSI for the fiscal year ended December 31, 1997, prepared by Ernst & Young LLP, together with a copy of the unqualified opinion and management letter delivered by such accountants in connection with such Financial Statements;
(3) A copy of the 10-Q report filed by LSI with the SEC for the quarter ended March 31, 1998;
(4) A copy of the 10-K report filed by LSI with the SEC for the fiscal year ended December 31, 1997;
(5) A final sources and uses statement for the Symbios Acquisition (including transaction costs);
(6) A pro forma balance sheet of LSI prepared as of June 30, 1998, but incorporating all preclosing adjustments and reflecting the consummation of the Symbios Acquisition, the Loans to be made in connection therewith and the other transactions contemplated by the Symbios Acquisition Documents, certified by the Chief Financial Officer or Treasurer of LSI as having been prepared based upon reasonable assumptions and in good faith; and
(7) Such other financial, business and other information regarding Borrowers or any of their Subsidiaries as Agent or any Lender may reasonably request, including information as to the Symbios Acquisition and possible contingent liabilities, tax matters, environmental matters and obligations for employee benefits and compensation.
Financial Statements; Financial Condition; etc. (i) A copy of the audited Financial Statements of the Loan Parties for Fiscal Years 2007 through 2009 (prepared on a consolidated basis), each with an unqualified opinion from an independent accounting firm acceptable to the Administrative Agent and the Lenders;
(ii) A copy of the unaudited Financial Statements of the Loan Parties for the Fiscal Year to such date ended as of July 31, 2010 (prepared on a consolidated and consolidating basis), certified by the chief financial officer of the Borrower to present fairly the financial condition, results of operations and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year-end audit adjustments);
(iii) A copy of (and the Administrative Agent’s and Required Lenders’ satisfactory review of) the projected financial statements of the Loan Parties by Fiscal Year for each of the Fiscal Years through the Maturity Date together with narrative assumptions, including, in each case, projected balance sheets, statements of income and retained earnings and statements of cash flow of the Loan Parties, all in reasonable detail and in any event to include quarterly projections for the first year after the Closing Date reflecting the Borrower’s compliance with each of the covenants set forth in Section 5.03 of this Agreement, all prepared by a financial officer of the Borrower; and
(iv) Such other financial, business and other information regarding the Borrower or any other Loan Party as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender may reasonably request.
