Financial Statements; Material Adverse Effect. All consolidated financial statements of the Borrower and its Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations of the Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. From the preparation date of the most recent financial statements delivered to the Lenders through the Agreement Execution Date, there was no change in the business, properties, or condition (financial or otherwise) of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.
Financial Statements; Material Adverse Effect. All consolidated financial statements of the Loan Parties heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the date of such statements and fairly present in all material respects the consolidated financial condition and operations of the Consolidated Group at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. From the date of the most recent financial statements delivered to the Lenders through the Agreement Execution Date, there was no change in the business, properties, or condition (financial or otherwise) of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect.
Financial Statements; Material Adverse Effect. All consolidated financial statements of Parent Guarantor, Borrower and Borrower’s Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations of Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. From the preparation date of the most recent financial statements delivered to the Lenders through the Agreement Execution Date, there was no change in the business, properties, or condition (financial or otherwise) of Parent Guarantor, Borrower and Borrower’s Subsidiaries which could reasonably be expected to have a Material Adverse Effect.
Financial Statements; Material Adverse Effect. (i) The consolidated balance sheet of Originator and its consolidated subsidiaries as at December 31, 2005, and the related consolidated statements of income, changes in shareholders equity and cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to Buyer prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of Originator and its consolidated subsidiaries as at such date and the consolidated results of the operations of Originator and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP.
(ii) The consolidated balance sheet of Originator and its consolidated subsidiaries as at June 30, 2006 and the related consolidated statements of income, changes in shareholders equity and cash flows for the fiscal periods then ended, copies of which have been furnished to Buyer on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of Originator and its consolidated subsidiaries as at such date and the consolidated results of the operations of Originator and its consolidated subsidiaries for the periods ended on such date, all in accordance with GAAP, subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure. (iii) Since June 30, 2006 no event has occurred that would reasonably be expected to have a Material Adverse Effect.
Financial Statements; Material Adverse Effect. (a) The pro forma balance sheet of Loan Parties on a Consolidated Basis (the “Pro Forma Balance Sheet”), a copy of which is attached to the Financial Condition Certificate, reflects the consummation of the transactions contemplated by the Closing Date Acquisition and under this Agreement (collectively, the “Transactions”), and fairly reflects the financial condition of the Loan Parties on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified by the Chief Financial Officer of Borrowing Agent as fairly presenting, in all material respects, the financial condition of the Loan Parties as of the Closing Date. All financial statements referred to in this subsection 5.5(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP, except as may be disclosed in such financial statements and customary year-end adjustments.
(b) The twelve-month cash flow and balance sheet projections of the Loan Parties on a Consolidated Basis, copies of which are attached to the Financial Condition Certificate (the “Projections”) were prepared by an Authorized Officer of Viant, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect the Loan Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheet are referred to as the “Pro Forma Financial Statements”.
(c) The unaudited consolidated balance sheet of Borrowing Agent and its Subsidiaries for their fiscal year to date period ended August 31, 2019, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which are attached to the Financial Condition Certificate, have been prepared in accordance with GAAP, consistently applied and present fairly the financial position of Borrowing Agent and its Subsidiaries at such dates and the results of their operations for such periods.
(d) Since June 30, 2019, no Material Adverse Effect has occurred.
Financial Statements; Material Adverse Effect. (i) BHC has previously made available to PLAZA accurate and complete copies of the BHC Financial Statements. The BHC Financial Statements as of and for the years ended December 31, 2016, 2015 and 2014 are accompanied by the audit report of Vavrinek, Trine, Day & Co. LLP (for 2016) and Mxxx Axxxx LLP (for 2015 and 2014). The BHC Financial Statements fairly present in all material respects, the financial condition of BHC and BANK as of the respective dates set forth therein, and the results of operations, changes in shareholders’ equity and cash flows (if applicable) of BHC and BANK for the respective periods or as of the respective dates set forth therein.
(ii) The BHC Financial Statements have been, and are being, prepared in accordance with GAAP consistently applied during the periods involved, except as stated therein.
(iii) Since December 31, 2016, BHC and BANK have not incurred any liabilities that are required to be reflected on a balance sheet in accordance with GAAP, except (i) as Previously Disclosed, (ii) liabilities properly accrued or reserved against in the balance sheet of BANK as of December 31, 2016, (iii) liabilities and obligations incurred since December 31, 2016 in the ordinary course of business consistent with past practice, (iv) liabilities and obligations that are not material to BHC or BANK, and (v) any liabilities and obligations incurred with respect to the transactions contemplated by this Agreement.
(iv) Since December 31, 2016, (A) BHC and BANK have conducted their respective businesses in the ordinary and usual course consistent with past practice and (B) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.3 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to BHC and BANK, taken as a whole.
(v) No agreement pursuant to which any loans or other assets have been or shall be sold by BANK entitled the buyer of such loans or other assets to cause BANK to repurchase such loan or other asset or the buyer to pursue any other form of recourse against BANK. All cash, stock or other dividends or any other distribution with respect to the capital stock of BHC that has been declared, set aside or paid since December 31, 2016 has been Previously Disclosed. Other than the bank holding company reorganization which was consummated in January 2017, since December 31, 2016, no sha...
Financial Statements; Material Adverse Effect. All consolidated financial statements of the Loan Parties heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations of the Loan Parties at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. From the preparation date of the most recent financial statements delivered to the Lenders through the Agreement Execution Date, there was no change in the business, properties, or condition (financial or otherwise) of GPLP or Owner which could reasonably be expected to have a Material Adverse Effect.
Financial Statements; Material Adverse Effect. All consolidated financial statements of the Parent, Borrower and itstheir respective Subsidiaries heretofore or hereafter delivered to the Lenders were prepared in accordance with GAAP in effect on the preparation date of such statements and fairly present in all material respects the consolidated financial condition and operations of the Parent, the Borrower and itstheir respective Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject, in the case of interim financial statements, to normal and customary year-end adjustments. Since December 31, 2020, there has been no change in the business, properties, or condition (financial or otherwise) of the Parent, the Borrower and itstheir respective Subsidiaries which could reasonably be expected to have a Material Adverse Effect.
Financial Statements; Material Adverse Effect. (a) The audited consolidated financial statements of Borrower and its Subsidiaries for the fiscal year ended December 31, 2022 and the fiscal quarters ended March 31, 2023 and June 30, 2023 included in Borrower’s consolidated audited financial statements filed with the SEC, as amended, present fairly, in all material respects, in accordance with GAAP, the financial condition, results of operations, shareholder’s equity and cash flows of Borrower and its Subsidiaries on a consolidated basis as of such date and for such period.
(b) Except as disclosed in the Borrower’s current reports on Form 8-K or any other public filings filed with the SEC prior to the Closing Date, since December 31, 2022, no event, development or circumstance that has had or would reasonably be expected to have a Material Adverse Effect has occurred.
Financial Statements; Material Adverse Effect. Such Guarantor has heretofore furnished to the Administrative Agent the following financial statements:
(i) the audited financial statements of such Guarantor as at December 31, 2000 for the fiscal year ending on such date; and
(ii) the unaudited financial statements of such Guarantor as at September 30, 2001 for the fiscal quarter ending on such date. All such financial statements fairly present the financial condition of such Guarantor as at such dates and the results of their operations for the fiscal year and fiscal quarter ending on such dates (subject, in the case of such financial statements as at September 30, 2001, to normal year-end audit adjustments), all in accordance with GAAP. Since December 31, 2000, no event or circumstance has occurred that has had any of the effects specified in clauses (b) or (c) of the definition of Material Adverse Effect. On the date hereof, such Guarantor is Solvent.
