Financial Statements; Financial Condition; Projections. (i) The consolidated balance sheets of the Lead Borrower and its consolidated Subsidiaries for the fiscal period ended December 31, 2015, and the related consolidated statements of income, cash flows and retained earnings of the Lead Borrower and its consolidated Subsidiaries for each such fiscal year present fairly in all material respects the consolidated financial position of the Lead Borrower and its consolidated Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of the Lead Borrower and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Ernst & Young LLP and prepared in accordance with U.S. GAAP consistently applied.
(ii) All unaudited financial statements of the Lead Borrower and its Subsidiaries furnished to the Lenders on or prior to the Closing Date pursuant to clause (i) of Section 6.11, have been prepared in accordance with U.S. GAAP consistently applied by the Lead Borrower, except as otherwise noted therein, subject to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes.
(iii) The pro forma consolidated balance sheet of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared as of June 30, 2016 as if the Transaction and the financing therefor had occurred on such date. Such pro forma consolidated balance sheet presents a good faith estimate of the pro forma consolidated financial position of the Lead Borrower as of June 30, 2016. The pro forma consolidated income statement of the Lead Borrower furnished to the Lenders pursuant to clause (ii) of Section 6.11 has been prepared for the four fiscal quarters ended June 30, 2016, as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period. Such pro forma consolidated income statement presents a good faith estimate of the pro forma consolidated income statement of the Lead Borrower as if the Transaction and the financing therefor had occurred on the first day of such four-quarter period.
(b) On the Closing Date, Holdings, the Lead Borrower and its Subsidiaries, on a consolidated basis, are Solvent after giving effect to the consummation of the Transaction and the related financing transactions (including the incurrence of all Term Loans).
(c) The Projections ha...
Financial Statements; Financial Condition; Projections. (a) (i) The consolidated balance sheets included in the Audited Target Financial Statements as of the fiscal year ended on or about December 31, 2020 and the related audited consolidated statements of income (loss) and statements of cash flows of Imola included in the Audited Target Financial Statements for the fiscal year ended on or about December 31, 2020, in each case, present fairly in all material respects the consolidated financial position of Imola and its Subsidiaries, as applicable, with respect to such Audited Target Financial Statements, as the case may be, in each case, at the dates of such balance sheets and the consolidated results of the operations of Imola for the periods covered thereby. All of the foregoing historical financial statements have been audited by independent certified public accountants of recognized national standing and prepared in accordance with U.S. GAAP consistently applied. The unaudited consolidated balance sheets included in the Unaudited Target Financial Statements as of the fiscal quarter ended on or about March 31, 2021 and the related unaudited consolidated statements of income (loss) and statements of cash flows of Imola included in the Unaudited Target Financial Statements for the fiscal quarter ended on or about March 31, 2021 present fairly in all material respects the consolidated financial position of Imola and its Subsidiaries with respect to such Unaudited Target Financial Statements, at the dates of such balance sheets and the consolidated results of operations of Imola for the periods covered thereby, subject to normal year-end adjustments and the absence of footnotes.
Financial Statements; Financial Condition; Projections. (a) The Historical Financial Statements have been prepared in accordance with GAAP, and fairly present, in all material respects, the financial positions and results of operations of the Company and its consolidated Subsidiaries as of the dates and for the periods indicated. The Projections have been prepared in good faith, based on assumptions believed as of the Closing Date to be reasonable in light of the circumstances under which such Projections were prepared; it being recognized by the Agents, the Lenders and the Issuing Banks that such projections are as to future events and are not to be viewed as facts, the projections are subject to significant uncertainties and contingencies, many of which are beyond the control of Company and its Restricted Subsidiaries, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results and such differences may be material. Since the Closing Date, there has been no Material Adverse Effect.
(b) On and as of the Closing Date, after giving effect to the consummation of the Transactions (including the incurrence of the Loans made on the Closing Date), the Company and its consolidated Subsidiaries, taken as a whole, are Solvent.
Financial Statements; Financial Condition; Projections. (a) The consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows of the Company and its consolidated Subsidiaries that have been and are hereafter delivered to the Administrative Agent and the Lenders, are prepared in accordance with GAAP, and fairly present, in all material respects, the financial positions and results of operations of the Company and its consolidated Subsidiaries as of the dates and for the periods indicated. All projections delivered from time to time to the Administrative Agent and the Lenders have been prepared in good faith, based on assumptions believed at the time to be reasonable in light of the circumstances at such time. Since December 31, 2014, there has been no change in the condition, financial or otherwise, of the Company or Subsidiaryits Subsidiaries that could reasonably be expected to have a Material Adverse Effect.
(b) On and as of the Closing Date, after giving effect to the consummation of the Transaction (including the incurrence of all Loans), (i) the present fair saleable value of the assets of the Company and its Subsidiaries, on a consolidated basis, exceeds the amount that will be required to be paid on or in respect of the debts and other liabilities (including, without limitation, subordinated and contingent liabilities) of the Company and its Subsidiaries, on a consolidated basis, as they become absolute and mature, (ii) the Company and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital to carry out their businesses as conducted or as proposed to be conducted, and (iii) the Company and its Subsidiaries, on a consolidated basis, do not intend to incur debts and other liabilities (including, without limitation, subordinated and contingent liabilities) beyond their ability to pay such debts as they become absolute and mature.
Financial Statements; Financial Condition; Projections. (a) (i) The audited consolidated financial statements of Holdings (or any Parent Company) and its Subsidiaries most recently delivered pursuant to Section 6.11(a) fairly present in all material respects the consolidated financial condition of Holdings (or of any Parent Company) and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with U.S. GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
Financial Statements; Financial Condition; Projections. (a) (i) The balance sheets included in the Audited Financial Statements as of the fiscal year ended December 31, 2016 and the related consolidated statements of income, cash flows and retained earnings included in the Audited Financial Statements for the fiscal year ended December 31, 2016, present fairly in all material respects the consolidated financial position of (x) the HTA Targets and their respective Subsidiaries, with respect to such Audited Financial Statements of the HTA Targets, and (y) Lead Borrower and its Subsidiaries (prior to giving effect to the Acquisition) with respect to such Audited Financial Statements of Lead Borrower, in each case, at the dates of such balance sheets and the consolidated results of operations of the HTA Targets or Lead Borrower, as applicable, for the periods covered thereby. All of the foregoing historical financial statements have been audited by independent certified public accountants of recognized national standing and prepared in accordance with U.S. GAAP consistently applied.
Financial Statements; Financial Condition; Projections. (a) (i) The consolidated balance sheets of BWAY Holding and its consolidated Subsidiaries for each of the fiscal years ended September 30, 2007, September 28, 2008 and September 27, 2009, respectively, and the related consolidated statements of income, cash flows and retained earnings of BWAY Holding and its consolidated Subsidiaries for each such fiscal year ended on such dates present fairly in all material respects the consolidated financial position of the BWAY Holding and its consolidated Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of the BWAY Holding and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been audited by Deloitte & Touche LLP and prepared in accordance with generally accepted accounting principles consistently applied.
Financial Statements; Financial Condition; Projections. (a) The audited consolidated balance sheet of Topco Pyxus and its Subsidiaries for the Fiscal Year of March 31, 2021, as set forth in the applicable Form 10-K and furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of Tocop Pyxus and its Subsidiaries at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments (all of which are of a recurring nature and none of which, individually or in the aggregate, would be material) and the absence of footnotes.
(b) On the Closing Date, after giving effect to the Transactions, (i) the sum of the fair value of the assets, at a fair valuation, of the Borrower Agent (on a stand-alone basis) and of the Parent Guarantors, the Borrower Agent and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair salable value of the assets of the Borrower Agent (on a standalone basis) and of the Parent Guarantors, the Borrower Agent and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (iii) the Borrower Agent (on a stand-alone basis) and the Parent Guarantors, the Borrower Agent and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iv) the Borrower Agent (on a stand-alone basis) and the Parent Guarantors, the Borrower Agent and its Subsidiaries (taken as a whole) will have sufficient capital with which to conduct its or their respective businesses. For purposes of this Section 8.05(b), “debt” means any liability on a claim, and “claim” means (a) 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 (b) 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 unsecur...
Financial Statements; Financial Condition; Projections. (a) The Annual Financial Statements, the Quarterly Financial Statements and the Monthly Financial Statements fairly present in all material respects the consolidated financial condition of Parent and its consolidated Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes.
(b) [Reserved].
(c) [Reserved].
(d) (i) After giving effect to the Transaction 2020, since February 1, 2020, nothing has occurred that has had, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Financial Statements; Financial Condition; Projections. (a) (i)The balance sheets included in the Audited Financial Statements present fairly in all material respects the consolidated financial position of (x) Faraday and its Subsidiaries, with respect to its Audited Financial Statements, and (y) Interior Logic Group, Inc. and its Subsidiaries with respect to its Audited Financial Statements, in each case, at the dates of such balance sheets and the consolidated results of operations of the applicable Persons for the periods covered thereby. All of the foregoing historical financial statements have been audited by independent certified public accountants of recognized national standing and prepared in accordance with U.S. GAAP consistently applied.
