Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (i) The Audited Financial Statements furnished to the Lenders prior to the Closing Date, (ii) the Unaudited Financial Statements furnished to the Lenders prior to the Closing Date and (iii) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2003 and after giving effect to the Transactions and the incurrence of all Indebtedness contemplated thereby as set forth on Schedule 4.12 (the "PRO FORMA BALANCE SHEET"), in each case present fairly in all material respects the financial condition of the Company and its Subsidiaries at the date of such statements of financial condition and the results of the operations of the Company and its Subsidiaries for the periods covered thereby (or, in the case of the Pro Forma Balance Sheet, presents a good faith estimate of the consolidated pro forma financial condition of the Company (after giving effect to the Transactions at the date thereof)), subject, in the case of Unaudited Financial Statements, to normal year-end adjustments. All such financial statements (other than the aforesaid Pro Forma Balance Sheet) have been prepared in accordance with GAAP, consistently applied (other than as set forth therein), except, in the case of the quarterly statements, for the omission of footnotes, and certain reclassifications and ordinary end of period adjustments and accruals (all of which are of a recurring nature and none of which individually, or in the aggregate, would be material).
(b) After giving effect to the Transactions, since September 30, 2003 (as disclosed in the Company's Quarterly Report on Form 10-Q for such quarter), there has been no Material Adverse Change.
(c) On and as of the Closing Date, after giving effect to the Transactions and to all Indebtedness being incurred or assumed in connection therewith, and Liens created by each party in connection therewith, (x) the sum of the assets, at a fair valuation, of each of the Company and its Subsidiaries taken as a whole and the Company and the Subsidiary Guarantors taken as a whole (each of the foregoing, a "SOLVENT ENTITY") will exceed its debts; (y) each Solvent Entity has not incurred and does not intend to incur, nor believes that it will incur, debts beyond its ability to pay such debts as such debts mature; and (z) each Solvent Entity will have sufficient capital with which to conduct its business. For purposes of this Section 4.5(c), "debt" means any liability on a claim, and "claim" means (i) right to pa...
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. A. Financial Statements The balance sheet of the Borrower at December 31, 2005 and 2006 and the statements of income, cash flows and shareholders’ equity of Borrower for the Fiscal Years ended December 31, 2004, 2005 and 2006 or other period ended on such dates, as the case may be, fairly present in all material respects the financial condition and results of operation and cash flows of Borrower and its consolidated subsidiaries as of such dates and for such periods. Copies of such statements have been furnished to the Lenders prior to the Effective Date and have been examined by Deloitte & Touche LLP, independent certified public accountants, who delivered an unqualified opinion in respect thereto.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (i) The consolidated balance sheets of the Borrower as at April 30, 1996 and April 30, 1997 and the related statements of income, stockholders' equity and cash flows of the Borrower for the fiscal years ended as of such dates, (ii) the unaudited consolidated balance sheet of the Borrower as at October 31, 1997, the consolidated statements of income and cash flows for the six-month period ended as of October 31, 1996 and the consolidated statement of income of the Borrower for the six-month period ended as of October 31, 1997, (iii) the consolidated balance sheets of Moovies as at December 31, 1995 and December 31, 1996 and the related consolidated statements of operations, stockholder's equity and cash flows of Moovies for the fiscal years ended as of such dates, (iv) the unaudited consolidated balance sheets of Moovies as at September 30, 1997 and December 31, 1997 and the related consolidated statements of operations, stockholders' equity and, except in the case of the twelve-month period ended December 31, 1997, cash flows of Moovies for the nine-month or twelve-month, as the case may be, period ended as of such dates, (v) the unaudited pro forma (after giving effect to the Transaction and the related financing thereof) combined balance sheet of the Borrower and Moovies as at the fiscal year ended April 30, 1997 (in the case of the Borrower) and March 31, 1997 (in the case of the Moovies) and the six-month period ended October 31, 1997 (in the case of the Borrower) and September 30, 1997 (in the case of the Moovies) and the related combined statements of operations for the fiscal year or six-month period, as the case may be, ended as of such dates, (vi) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of the Borrower as at the Initial Borrowing Date and (vii) the pro forma statement of Consolidated Free Cash Flow for the three-month period ending January 31, 1998 (on a combined basis after giving effect to the Transaction and the reduction in general and administrative expenses resulting therefrom), copies of all of which financial statements referred to in the preceding clauses (i) through (vii), inclusive, have heretofore been furnished to each Bank, present fairly the financial position of the respective entities on a consolidated or combined basis (as applicable) at the dates of said statements and the results of operations for the periods covered thereby (or, in the case of the pro ...
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The audited and unaudited financial statements delivered pursuant to Section 6.09, present fairly in all material respects the consolidated financial position of the Borrower and its consolidated Subsidiaries at the dates of the balance sheets contained therein and the consolidated results of the operations of the Borrower and its consolidated Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP (except, in the case of the aforementioned quarterly financial statements, for normal year-end audit adjustments and the absence of footnotes).
(b) On and as of the Effective Date, and after giving effect to the Transaction and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith, (i) the sum of the assets, at a fair valuation, of the Borrower, on an individual basis, and of the Borrower and its Subsidiaries, taken as a whole, will exceed their respective debts, (ii) the Borrower, on an individual basis, and the Borrower and its Subsidiaries, taken as a whole, have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iii) the Borrower, on an individual basis, and the Borrower and its Subsidiaries, taken as a whole, will have sufficient capital with which to conduct their respective businesses. For purposes of this Section 8.05(b), “debt” means any liability on a claim, and “claim” means (x) 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 (y) 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.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated financial statements of Furniture Brands and its Subsidiaries for the Fiscal Year ended December 31, 2005 furnished to the Lenders prior to the Effective Date present fairly the financial condition of Furniture Brands and its Subsidiaries and the results of the operations of Furniture Brands and its Subsidiaries at the dates and for the period covered thereby, as the case may be. All of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied.
(b) Since December 31, 2005 nothing has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect.
(c) Except as fully disclosed in the financial statements referred to in Section 8.05(a), there were as of the Effective Date no liabilities or obligations with respect to Furniture Brands or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to have a Material Adverse Effect.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) To the extent delivered, if any, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended after the close of its most recent fiscal year and at least forty-five (45) days prior to the Effective Date and the related consolidated statements of income, cash flows and shareholders’ equity of the Borrower and its Subsidiaries for such fiscal quarter of the Borrower, copies of which have been furnished to the Lenders prior to the Effective Date, in each case, present fairly in all material respects the financial condition of the Borrower and its Subsidiaries, at the date of such balance sheets and the results of the operations of the Borrower and its Subsidiaries for the periods covered thereby. All of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied (except, in the case of the aforementioned unaudited financial statements, for normal year-end audit adjustments and the absence of footnotes).
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. The consolidated financial statements of the Borrower and its Subsidiaries as at and for the year ended December 31, 2003 present fairly in all material respects the financial position of the Borrower at the dates of said statements and the results of operations for the period covered thereby. Such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied except to the extent provided in the notes to said financial statements. Since December 31, 2003, there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (I) Each of (i) the audited combined balance sheet of MK, Mercury and Elmco as of December 31, 1994 and the combined statements of income, cash flows and retained earnings for the fiscal years ended December 31, 1993 and 1994 and for the period commencing January 1, 1995 and ending September 22, 1995 and (ii) the unaudited combined balance sheet of MK, Mercury and Elmco at June 30, 1995 and the related combined statements of income, cash flows and retained earnings of MK, Mercury and Elmco for the six-month period ended as of said date, copies of which have heretofore been delivered to each Bank, present fairly the financial position of the respective entities on a combined basis at the dates of said statements and the results of operations for the periods covered thereby. All financial statements referred to in the preceding sentence have been prepared in accordance with generally accepted accounting principles and practices consistently applied except, in the case of the financial statements for the periods ended September 22, 1995 and June 30, 1995, for the absence of footnotes and reserves (other than those directly related to balance sheet assets) and normal year-end audit adjustments.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. The consolidated balance sheets of Vanguard and its Subsidiaries for the fiscal years ended on June 30, 2007, June 30, 2008 and June 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of Vanguard for the fiscal year ended on such dates, copies of which have been furnished to the Lenders prior to the Initial Borrowing Date, present fairly in all material respects the consolidated financial position of Vanguard and its Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of Vanguard and its Subsidiaries for the periods covered thereby. All of the foregoing financial statements have been prepared in accordance with GAAP. Except as set forth in the SEC Filings, since June 30, 2009 nothing has occurred which has had, or could reasonably be expected to have, a material adverse effect on the business, assets, liabilities, operations or condition (financial or otherwise) of VHS Holdco I and its Subsidiaries taken as a whole.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated financial statements and financial statement schedules of the Corporation and its Subsidiaries, as of December 31, 2007, 2008 and 2009, filed with the SEC as part of the Corporation’s annual report on Form 10-K, fairly present in all material respects the consolidated results of operations of the Corporation and its Subsidiaries for the respective Fiscal Years ended on such dates, and the consolidated financial position of the Corporation and its Subsidiaries as at the dates of such balance sheets. All such financial statements have been prepared in accordance with GAAP consistently applied, except as expressly set forth in the notes thereto.
(b) Since December 31, 2009 (but, for this purpose, assuming that the Transaction had been consummated on such date), nothing has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect.
(c) On and as of the Initial Borrowing Date, after giving effect to the Transaction and to all Indebtedness (including the Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith, (a) the sum of the assets, at a fair valuation,
