Common use of Financial Statements; Financial Condition; Projections Clause in Contracts

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 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 theSince the Closing Second Restatement Effective 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 Second Restatement Effective Date, after giving effect to the consummation of the Transactions (including the incurrence of the Loans made on the Closing Second Restatement Effective Date), the Company and its consolidated Subsidiaries, taken as a whole, are Solvent.

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 Restatement Effective 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 Restatement Effective Date, after giving effect to the consummation of the Transactions (including the incurrence of the Loans made on the Closing Restatement Effective Date), the Company and its consolidated Subsidiaries, taken as a whole, are Solvent.