Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 49 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement, Note Purchase Agreement (Golden State Water CO)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 33 contracts

Samples: Bond Purchase Agreement (Middlesex Water Co), Note Purchase Agreement, Note Purchase Agreement (CION Investment Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 16 contracts

Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp)

Financial Statements; Material Liabilities. The Company has delivered or otherwise made available to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 10 contracts

Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company ~~and its Subsidiaries do~~ does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 9 contracts

Samples: Bond Purchase Agreement (Essential Utilities, Inc.), Bond Purchase Agreement (Essential Utilities, Inc.), Bond Purchase Agreement (Essential Utilities, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments)~~. The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents~~.

Appears in 7 contracts

Samples: Note Purchase Agreement (Public Service Co of New Mexico), Note Purchase Agreement (Public Service Co of New Mexico), Note Purchase Agreement (Texas New Mexico Power Co)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 7 contracts

Samples: Note Purchase Agreement (Sensient Technologies Corp), Note Purchase Agreement (Sensient Technologies Corp), Note Purchase Agreement (Sensient Technologies Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 6 contracts

Samples: Bond Purchase Agreement, Bond Purchase Agreement, Bond Purchase Agreement

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). ~~The~~ Other than pursuant to this Agreement and the Notes, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 6 contracts

Samples: Note Purchase Agreement (Caseys General Stores Inc), Note Purchase Agreement (Caseys General Stores Inc), Note Purchase Agreement (Caseys General Stores Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). ~~The~~ To the knowledge of the Company, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed on in such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 5 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Gallagher Arthur J & Co), Note Purchase Agreement (Gallagher Arthur J & Co)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the Consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified ~~in such Schedule~~ therein and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure ~~Documents~~Documents or in Schedule 5.15(a).

Appears in 5 contracts

Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and that such interim financial statements may not contain all of the footnote disclosures required by GAAP). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 4 contracts

Samples: Note Purchase Agreement (Mge Energy Inc), Note Purchase Agreement (Mge Energy Inc), Note Purchase Agreement (Mge Energy Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the ~~Company and its Subsidiaries~~ Consolidated Group listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the ~~Company and its Subsidiaries~~ Consolidated Group as of the respective dates specified in such Schedule and the consolidated results of ~~their~~ the Consolidated Group’s operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Parent Guarantor, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 4 contracts

Samples: Note Purchase Agreement (Terreno Realty Corp), Note Purchase Agreement (Terreno Realty Corp), Note Purchase Agreement (Terreno Realty Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the ~~Company~~ Trust and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the ~~Company~~ Trust and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 4 contracts

Samples: Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty), Note Purchase Agreement (RPT Realty)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 3 contracts

Samples: Bond Purchase Agreement (Northwestern Corp), Bond Purchase Agreement (Northwestern Corp), Bond Purchase Agreement (Northwestern Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company ~~and its Subsidiaries listed~~ identified on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the ~~related schedules and notes~~notes thereto) fairly present in all material respects the consolidated financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the consolidated results of ~~their~~ the Company’s operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 3 contracts

Samples: Note Purchase Agreement (Ugi Corp /Pa/), Note Purchase Agreement (Ugi Corp /Pa/), Note Purchase Agreement (Ugi Corp /Pa/)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on in Schedule ~~5.5~~6.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to the absence of footnotes and normal year-end adjustments). The Company and its Subsidiaries do not have any ~~Material~~ material liabilities that ~~are~~ were not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 3 contracts

Samples: Note Purchase Agreement (Otter Tail Corp), Note Purchase Agreement (Otter Tail Corp), Note Purchase Agreement (Otter Tail Corp)

Financial Statements; Material Liabilities. The Company has delivered to each ~~Purchaser~~ of the Purchasers copies of the financial statements of the Company and ~~its Subsidiaries~~ Sponsor listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of each of the Company and ~~its Subsidiaries~~ Sponsor, as applicable, as of the respective dates specified in such Schedule and the ~~consolidated~~ results of their respective operations and cash flows ~~for the respective periods so specified~~ and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company ~~and its Subsidiaries do~~ does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 3 contracts

Samples: Note Purchase Agreement (Bloom Energy Corp), Note Purchase Agreement (Bloom Energy Corp), Note Purchase Agreement (Bloom Energy Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule ~~5.5~~5.5 to the First Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the ~~consolidated~~ financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company ~~and its Subsidiaries do~~ does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 3 contracts

Samples: First Supplement to Master Note Purchase Agreement, First Supplement to Master Note Purchase Agreement (Tortoise Energy Capital Corp), First Supplement to Master Note Purchase Agreement (Tortoise Energy Capital Corp)

Financial Statements; Material Liabilities. The Company has delivered to the Administrative Agent and each ~~Purchaser~~ Lender copies of the financial statements of the Company and its Subsidiaries listed on Schedule ~~5.5~~5.05. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 3 contracts

Samples: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)

Financial Statements; Material Liabilities. The Parent REIT and the Company ~~has~~ have delivered to each Purchaser copies of the financial statements of the ~~Company~~ Parent REIT and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company ~~and its Subsidiaries~~ Parties as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company ~~and its Subsidiaries~~ Parties do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 3 contracts

Samples: Note Purchase Agreement (Pebblebrook Hotel Trust), Note Purchase Agreement (Pebblebrook Hotel Trust), Note Purchase Agreement (Pebblebrook Hotel Trust)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 3 contracts

Samples: Note Purchase Agreement (U-Haul Holding Co /NV/), Note Purchase Agreement (Myers Industries Inc), Bond Purchase Agreement (Texas New Mexico Power Co)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the audited consolidated financial statements of the Company ~~and its Subsidiaries~~ listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 3 contracts

Samples: Note Purchase Agreement (Agnico Eagle Mines LTD), Note Purchase Agreement (Agnico Eagle Mines LTD), Note Purchase Agreement (Agnico Eagle Mines LTD)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All ~~of said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and the absence of footnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Woodward Governor Co), Note Purchase Agreement (Woodward Governor Co)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.. Artisan Partners Holdings LP Note Purchase Agreement

Appears in 2 contracts

Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.), Note Purchase Agreement (Artisan Partners Asset Management Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries ~~listed~~ described on Schedule ~~5.5~~5.5 to the Third Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified ~~in such Schedule~~ therein and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Third Supplement to Master Note Purchase Agreement (Waste Connections, Inc.), Third Supplement to Master Note Purchase Agreement (Waste Connections, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the ~~Company~~ Trust and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the ~~Company~~ Trust and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company and its Subsidiaries and the Trust and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (RPT Realty), Note Purchase Agreement (Ramco Gershenson Properties Trust)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule ~~5.5~~5.5 to the First Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations ~~and cash flows~~ for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure ~~Documents~~Documents or otherwise disclosed to the Purchasers in writing.

Appears in 2 contracts

Samples: Master Note Purchase Agreement, Master Note Purchase Agreement (Waste Connections, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company ~~and its Subsidiaries~~ listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company ~~and its Subsidiaries do~~ does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (El Paso Electric Co /Tx/), Note Purchase Agreement (El Paso Electric Co /Tx/)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule ~~5.5~~5.5 to the [Number] Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the ~~consolidated~~ financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company ~~and its Subsidiaries do~~ does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Tortoise Power & Energy Infrastructure Fund Inc), Master Note Purchase Agreement (Tortoise North American Energy Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company ~~and its Subsidiaries do~~ does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Bond Purchase Agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company and its Restricted Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (MSC Industrial Direct Co Inc), Private Shelf Agreement (MSC Industrial Direct Co Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All ~~of said~~ such financial statements (including in each case the related schedules and notes) fairly ~~present~~ present, in all material ~~respects~~ respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the ~~Company~~ Trust and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the ~~Company~~ Trust and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The ~~Company~~ Trust and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Obsidian Energy Ltd.), Note Purchase Agreement (Penn West Energy Trust)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial ~~position~~ condition of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated financial results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in writing to the ~~Disclosure Documents~~Purchasers.

Appears in 2 contracts

Samples: Note Purchase Agreement (LTC Properties Inc), Note Purchase Agreement (LTC Properties Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations ~~and cash flows~~ for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Waste Connections, Inc.), Master Note Purchase Agreement (Waste Connections, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company ~~and its Subsidiaries~~ listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the Company’s consolidated results of ~~their~~ operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (ENERPLUS Corp), Note Purchase Agreement (ENERPLUS Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements ~~of the Company and its Subsidiaries~~ listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations ~~and cash flows~~ for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Stone Point Credit Corp), Note Purchase Agreement (Stone Point Credit Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on in Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Kirby Corp), Note Purchase Agreement (Kirby Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any ~~Material~~ material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Miller Herman Inc), Note Purchase Agreement (Miller Herman Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Amedisys Inc), Note Purchase Agreement (Keyspan Corp)

Appears in 1 contract

Samples: Note Purchase Agreement (Azz Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). ~~The~~ Except as disclosed in Schedule 5.5, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed or reserved for on such financial statements (including the notes thereto) or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (GFI Group Inc.)

Financial Statements; Material Liabilities. The ~~Company has~~ Obligors have delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Nisource Inc/De)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on in Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with ~~GAAP~~ IFRS consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the other Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Smith & Nephew PLC)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to the absence of footnotes and normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Otter Tail Corp)

Financial Statements; Material Liabilities. The Company has delivered to the holder of each ~~Purchaser~~ Note copies of the financial statements of the Company and its Subsidiaries listed on Schedule ~~5.5~~5.6. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure ~~Documents~~Documents or permitted under Section 10.2 hereof.

Appears in 1 contract

Samples: Note Purchase Agreement (Conifer Holdings, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the Consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified ~~in such Schedule~~ therein and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure ~~Documents~~Documents or on Schedule 5.15.

Appears in 1 contract

Samples: Note Purchase Agreement (South Jersey Industries Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and the absence of footnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Resmed Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal -7- year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Stericycle Inc)

Financial Statements; Material Liabilities. The Company has delivered or made available to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (G&k Services Inc)

Financial Statements; Material Liabilities. The Company has ~~delivered~~ made available to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and the absence of footnotes). The Company and its Restricted Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (WABCO Holdings Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its ~~Subsidiaries listed on Schedule 5.5~~Subsidiaries. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified ~~in such Schedule~~ and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (Primoris Services Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.. CĪON Investment Corporation Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (CION Investment Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). ~~The~~ To the knowledge of the Company, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Gallagher Arthur J & Co)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company ~~and its Subsidiaries~~ listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the ~~consolidated~~ financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the ~~consolidated~~ results of ~~their~~ its operations and cash flows for the respective periods so Tortoise Energy Capital Corporation Note Purchase Agreement specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company ~~and its Subsidiaries do~~ does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Tortoise Energy Capital Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the ~~Company and its Subsidiaries~~ Fund listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the ~~Company~~ Fund and its consolidated Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of ~~their~~ the Fund’s operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The ~~Company~~ Fund and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Enerplus Resources Fund)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company ~~and its Subsidiaries~~ listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and the absence of certain footnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Granite Construction Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and the absence of footnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Hni Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on ~~Schedule~~ SCHEDULE 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Sanderson Farms Inc)

Financial Statements; Material Liabilities. The Company has delivered to ~~each~~ the Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Gas Natural Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and for the omission of notes). The Company and its Restricted Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Brinks Co)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly ~~present~~ present, in all material ~~respects~~ respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Amcol International Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (~~including~~ including, in each ~~case~~ case, the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Piper Jaffray Companies)

Financial Statements; Material Liabilities. The Company has ~~delivered~~ made available to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Broadmark Realty Capital Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company ~~and its Subsidiaries listed on~~ described in Schedule 5.5. All of ~~said~~ such financial statements (including in each case the ~~related schedules and notes~~notes thereto) fairly present in all material respects the consolidated financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the consolidated results of ~~their~~ the Company’s operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Ugi Utilities Inc)

Financial Statements; Material Liabilities. The Company has ~~delivered~~ made available to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Restricted Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (WABCO Holdings Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure ~~Documents~~Documents (to the extent disclosed as of the date of this Agreement or otherwise permitted by the terms of this Agreement).

Appears in 1 contract

Samples: Note Purchase and Guarantee Agreement (Getty Realty Corp /Md/)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and the absence of footnotes thereto). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise ~~disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Global Water Resources, Inc.)

Financial Statements; Material Liabilities. The Company has delivered or made available to each Purchaser copies of the financial statements of the Company ~~and its Subsidiaries~~ listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Consolidated Subsidiaries as of the ~~respective~~ dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Avon Products Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments). The~~ adjustments).The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (W. P. Carey Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule ~~5.5~~5.5 to the [Number] Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the ~~consolidated~~ financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company ~~and its Subsidiaries do~~ does not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Master Note Purchase Agreement (Tortoise Pipeline & Energy Fund, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule ~~5.5~~5.5 to the [Number] Supplement. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations ~~and cash flows~~ for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Master Note Purchase Agreement (Waste Connections, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on in Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to the absence of footnotes and normal year-end adjustments). The Company and its Subsidiaries do not have any ~~Material~~ material liabilities that ~~are~~ were not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Otter Tail Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its consolidated Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Equity One, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) present fairly ~~present~~ in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and ~~its~~ the Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Invitation Homes Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the ~~Company~~ Parent and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the ~~Company~~ Parent and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and the absence of footnotes). The ~~Company~~ Parent and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Kite Realty Group, L.P.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company ~~and its Subsidiaries listed~~ identified on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the ~~related schedules and notes~~notes thereto) fairly present in all material respects the consolidated financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the consolidated results of ~~their~~ the Company’s operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal ~~year-end~~ year‑end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Ugi Corp /Pa/)

Financial Statements; Material Liabilities. The ~~Company has~~ Obligors have delivered to each Purchaser copies of the financial statements ~~of the Company and its Subsidiaries~~ listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the ~~Company~~ Guarantor and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The ~~Company~~ Guarantor and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note and Guarantee Agreement (United America Indemnity, LTD)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company ~~and its Subsidiaries~~ listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly ~~present~~ present, in all material ~~respects~~ respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Restricted Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Egl Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the ~~notes~~ statements thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.. Xxxxxx Engineering Group Inc. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Jacobs Engineering Group Inc /De/)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (~~subject~~except, in the case of any interim financial statements, for the absence of footnotes and subject to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Macquarie Infrastructure Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.. Federated Hermes, Inc. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Federated Hermes, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all ~~material~~ Material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Covered Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Hamilton Lane INC)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the audited consolidated financial statements of the Company ~~and its Subsidiaries~~ listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company ~~and its Subsidiaries~~ as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with ~~GAAP~~ IFRS consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents, except as are not prohibited by this Agreement.

Appears in 1 contract

Samples: Note Purchase Agreement (Agnico Eagle Mines LTD)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) ~~fairly present in all material respects~~ give a true and fair view of the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in on such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Signet Group PLC)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). ~~The~~ Other than liabilities under the Material Credit Facility and associated documents, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (MSC Industrial Direct Co Inc)

Financial Statements; Material Liabilities. The Company has delivered to you and each Other Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Pool Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) ~~fairly present in all material respects~~ give a true and fair view of the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates ~~specified in such Schedule~~ thereof and the consolidated results of their operations and cash flows for the respective periods ~~so specified~~ indicated and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material ~~liabilities~~ off-balance sheet items that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Tampa Electric Co)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial ~~statements or otherwise disclosed in the Disclosure Documents~~statements.

Appears in 1 contract

Samples: Note Purchase Agreement (Old Dominion Freight Line Inc/Va)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities AZZ Inc. Note Purchase Agreement that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Azz Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial ~~position~~ condition of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (LTC Properties Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule ~~5.5~~4.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities as of the date hereof that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Private Shelf Agreement (CHS Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and the absence of footnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (West Pharmaceutical Services Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such ~~Schedule~~ financial statements and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). ~~The~~ To the best knowledge of the Company, the Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Schulman a Inc)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of ~~said~~ such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end ~~adjustments~~adjustments and the absence of footnotes). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed ~~on such financial statements or otherwise disclosed~~ in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (STORE CAPITAL Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of the Company and its Subsidiaries listed on Schedule 5.5. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule 5.5 and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: Note Purchase Agreement (Essential Utilities, Inc.)

Common use of Financial Statements; Material Liabilities Clause in Contracts