Common use of Financial Statements; Material Adverse Effect Clause in Contracts

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 Issuer has furnished to each Purchaser (i) The the audited consolidated balance sheet of Originator the Issuer and its consolidated subsidiaries Subsidiaries as at of December 31, 20052016, and the related audited consolidated statements of income, changes in shareholders shareholders’ equity and cash flows for the fiscal year Fiscal Year then ended, reported on prepared by PricewaterhouseCoopers LLPErnst & Young LLP and (ii) the unaudited consolidated balance sheet of the Issuer and its Subsidiaries as of March 31, independent public accountants2017, copies and the related unaudited consolidated statements of which have been furnished to Buyer prior to income and cash flows for the Fiscal Quarter and year-to-date hereofperiod then ended, certified by a Responsible Officer. Such financial statements fairly present fairly, in all material respects, respects the consolidated financial condition of Originator the Issuer and its consolidated subsidiaries Subsidiaries as at of such date dates and the consolidated results of operations for such periods in conformity with GAAP (as in effect at the operations of Originator time such financial statements were prepared and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP. subject to Section 1.3) consistently applied (ii) The consolidated balance sheet of Originator and its consolidated subsidiaries except 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 GAAPexpressly noted therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosurethe absence of footnotes in the case of the statements referred to in clause (ii). All Profit Plans delivered to the Purchasers after the Closing Date pursuant to Section 5.1(e) have been prepared by the Issuer in good faith based on assumptions believed by the Issuer to be reasonable at the time made; provided that it is expressly understood and agreed that financial projections (iiiincluding all Profit Plans) are not to be viewed as facts, are inherently uncertain and are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be material. (b) Since June 30December 31, 2006 2016, there have been no changes with respect to, or event has occurred that affecting, the Issuer and its Subsidiaries which have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Material Adverse Effect. (a) The Borrower has furnished to each Lender (i) The the audited consolidated balance sheet of Originator the Borrower and its consolidated subsidiaries Subsidiaries as at of December 31, 20052012, and the related audited consolidated statements of income, changes in shareholders shareholders’ equity and cash flows for the fiscal year Fiscal Year then ended, reported on prepared by PricewaterhouseCoopers LLPErnst & Young LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, independent public accountants2012, copies and the related unaudited consolidated statements of which have been furnished to Buyer prior to income and cash flows for the Fiscal Quarter and year-to-date hereofperiod then ended, certified by a Responsible Officer. Such financial statements fairly present fairly, in all material respects, respects the consolidated financial condition of Originator the Borrower and its consolidated subsidiaries Subsidiaries as at of such date dates and the consolidated results of operations for such periods in conformity with GAAP (as in effect at the operations of Originator time such financial statements were prepared and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP. subject to Section 1.3) consistently applied (ii) The consolidated balance sheet of Originator and its consolidated subsidiaries except 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 GAAPexpressly noted therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosurethe absence of footnotes in the case of the statements referred to in clause (ii). The Projections delivered to the Administrative Agent in satisfaction of the condition set forth in Section 3.1(b)(ix)(A) and all Profit Plans delivered to the Administrative Agent after the Closing Date pursuant to Section 5.1(e) have been prepared by the Borrower in good faith based on assumptions believed by the Borrower to be reasonable at the time made; provided that it is expressly understood and agreed that financial projections (iiiincluding the Projections and all Profit Plans) are inherently uncertain and are not a guarantee of financial performance and that actual results may differ from financial projections and such differences may be material. (b) Since June 30December 31, 2006 2012, there have been no changes with respect to, or event has occurred that affecting, the Borrower and its Subsidiaries which have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Material Adverse Effect. (a) The Borrower has furnished to each Lender (i) The the audited consolidated balance sheet of Originator the Borrower and its consolidated subsidiaries Subsidiaries as at of December 31, 20052015, and the related audited consolidated statements of income, changes in shareholders shareholders’ equity and cash flows for the fiscal year Fiscal Year then ended, reported on prepared by PricewaterhouseCoopers LLPKPMG LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of September 30, independent public accountants2016, copies and the related unaudited consolidated statements of which have been furnished to Buyer prior to income and cash flows for the Fiscal Quarter and year-to-date hereofperiod then ended, certified by a Responsible Officer. Such financial statements fairly present fairly, in all material respects, respects the consolidated financial condition of Originator the Borrower and its consolidated subsidiaries Subsidiaries as at of such date dates and the consolidated results of operations for such periods in conformity with GAAP (as in effect at the operations of Originator time such financial statements were prepared and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP. subject to Section 1.3) consistently applied (ii) The consolidated balance sheet of Originator and its consolidated subsidiaries except 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 GAAPexpressly noted therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosurethe absence of footnotes in the case of the statements referred to in clause (ii). The Projections delivered to the Administrative Agent in satisfaction of the condition set forth in Section 3.1(b)(ix)(A) and all Profit Plans delivered to the Administrative Agent after the Closing Date pursuant to Section 5.1(e) have been prepared by the Borrower in good faith based on assumptions believed by the Borrower to be reasonable at the time made; provided that it is expressly understood and agreed that financial projections (iiiincluding the Projections and all Profit Plans) are inherently uncertain and are not a guarantee of financial performance and that actual results may differ from financial projections and such differences may be material. (b) Since June 30December 31, 2006 2015, there have been no changes with respect to, or event has occurred that affecting, the Borrower and its Subsidiaries which have had or would reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect.

Financial Statements; Material Adverse Effect. (ia) The Audited Financial Statements, and the unaudited consolidated balance sheets of Ultimate Parent and its Subsidiaries, and the related unaudited consolidated statements of operations and comprehensive income of Ultimate Parent and its Subsidiaries, as of and for the fiscal quarters and portions of the fiscal year ended March 31, 2014, June 30, 2014, September 30, 2014 (and, if the unaudited consolidated balance sheet of Originator Ultimate Parent and its consolidated subsidiaries Subsidiaries as at December 31of any subsequent fiscal quarter shall have been filed with the SEC as part of the Actavis SEC Documents, 2005as of the last day of and for each such subsequent fiscal quarter), and the related unaudited consolidated statements of income, changes in shareholders equity and cash flows of Ultimate Parent and its Subsidiaries for the such portions of such fiscal year then endedyear, reported on by PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to Buyer prior to prepared in accordance with GAAP consistently applied throughout the date hereofperiod covered thereby, present fairlyexcept as otherwise expressly noted therein, and fairly present, in all material respects, the consolidated financial condition of Originator Ultimate Parent and its consolidated subsidiaries as Subsidiaries at such date dates and the consolidated results of the their 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 such 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 financial statements, to normal the absence of footnotes and to year-end audit adjustments adjustments). (b) As of the Closing Date, since December 31, 2013, except for events and reduced footnote disclosure. circumstances disclosed in any SEC Documents, in each case filed or furnished and publicly available after January 1, 2014 and before the Effective Date (iiibut excluding any disclosure in the “Risk Factors” or “Forward-Looking Statements” sections of any SEC Document and similar statements included in any SEC Document that are solely forward looking in nature) Since June 30, 2006 there has been no event or circumstance that, individually or in the aggregate, has occurred that had or would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Material Adverse Effect. (a) The Borrower has delivered to the Administrative Agent (for distribution to the Lenders): (i) The the audited consolidated balance sheet of Originator and its consolidated subsidiaries the Borrower as at of December 31, 20052020, and the related consolidated statements of income, changes in shareholders equity cash flow and cash flows for shareholders’ equity, accompanied by the fiscal year then ended, reported on by PricewaterhouseCoopers LLP, report thereon of the Borrower’s independent certified public accountants. All such audited financial statements, copies of which including the schedules and notes thereto, have been furnished to Buyer prior to the date hereof, prepared in accordance with GAAP in all material respects and present fairly, in all material respects, the consolidated financial condition position of Originator the Borrower and its consolidated subsidiaries as at such date the dates thereof and the consolidated their results of the operations of Originator and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAPperiods then ended. (ii) The the unaudited condensed consolidated balance sheet of Originator and its consolidated subsidiaries the Borrower as at June 30of March 31, 2006 2021 and the related consolidated statements of income, changes in shareholders equity cash flow and cash flows for shareholders’ equity. All such unaudited financial statements, including the fiscal periods then endedschedules and notes thereto, copies of which have been furnished to Buyer on or prior to the date hereof, prepared in accordance with GAAP in all material respects and present fairly, in all material respects, the consolidated financial condition position of Originator the Borrower and its consolidated subsidiaries as at such date the dates thereof and the consolidated their results of the operations of Originator and its consolidated subsidiaries for the periods ended on such date, all in accordance with GAAPthen ended, subject in to the case absence of such unaudited statements footnotes and to normal year-end audit adjustments and reduced footnote disclosure. to any other adjustments described therein. (iiib) Since June 30December 31, 2006 2020 there has been no event has occurred change in the condition, financial or otherwise, of the Borrower or any Subsidiary that would could reasonably be expected to have a Material Adverse Effect.