Financial Statements; No Adverse Change. (a) TWC has provided to Comcast internal unaudited financial statements for the TWC Native System consisting of balance sheets and statements of operations as of and for the 12 months ended December 31, 2004 (the "TWC Native Financial Statements"). The TWC Native Financial Statements were prepared in accordance with GAAP (except for the absence of required footnotes) and fairly present in all material respects the financial condition and results of operations of the TWC Native System as of the dates and for the periods indicated therein; provided that the TWC Native System Financial Statements do not reflect the following items, which may have been recorded within the financial results of the TWC Native System had the TWC Native System been stand-alone entities during the periods presented: (i) an allocation of a portion of goodwill and identifiable intangible assets, and related amortization expense, arising from recent purchase business combinations, which is recorded at the Time Warner Cable or TWE corporate level; (ii) an allocation of debt and related interest expense recorded at the Time Warner Cable or TWE corporate level; (iii) an allocation of deferred Income Taxes, Income Taxes payable and Income Tax expense recorded at the Time Warner Cable corporate level; (iv) a management fee for services provided by Time Warner Cable corporate entities has not been recorded on the books of the non-TWE systems; (v) certain balance sheet reclasses within current assets and liabilities (e.g. reclassifying debit balances in liability accounts to assets and vice versa); (vi) an allocation of certain advertising revenue that was recorded at the Time Warner Cable or TWE corporate level; (vii) an allocation of music performance royalties paid or payable to BMI, ASCAP and SESAC and programming vendor marketing support receipts or receivables that were recorded at the Time Warner Cable or TWE corporate level; (viii) an allocation of variances between actual pension expense and budgeted pension expense (e.g. the financial results of the TWC Native System reflect budgeted pension expense); (ix) an allocation of other Time Warner Cable corporate, TWE corporate and divisional overhead that is not specifically identified to a particular cable system; (x) an allocation of certain assets, including routers and other equipment located at regional data centers, related to Time Warner Cable's high-speed data business; (xi) certain expense accruals that are paid by Time Warner C...
Financial Statements; No Adverse Change. It has Delivered Financial Statements which have been prepared in accordance with GAAP, fairly present its consolidated financial position, and contain adequate reserves for losses. Since the period covered by its most recent Annual Financial Statements Delivered prior to the date hereof, it and its Subsidiaries have conducted their businesses only in the ordinary course and it has not suffered a Material Adverse Effect. Except as disclosed in such Annual Financial Statements, no circumstances exist that could reasonably be expected to result in a Material Adverse Effect. It and its Subsidiaries have no liabilities, known or unknown, asserted or unasserted, absolute, contingent or otherwise, that are required under GAAP to be reflected in audited financial statements or the notes thereto which are not reflected in its Annual Financial Statements other than liabilities incurred in the ordinary course of business since such date.
Financial Statements; No Adverse Change. (a) Comcast has provided to TWC internal unaudited financial statements for the Comcast Native Systems consisting of balance sheets and statements of operations as of and for the 12 months ended December 31, 2004 (the "Comcast Native Financial Statements"). The Comcast Native Financial Statements were prepared in
Financial Statements; No Adverse Change. Its Financial Statements have been prepared in accordance with GAAP, fairly present its consolidated financial position, and contain adequate reserves for losses. Since the period covered by its most recent Annual Financial Statements prior to the date hereof, it and its Subsidiaries have conducted their businesses only in the ordinary course and, except as Previously Disclosed, it has not suffered a Material Adverse Effect. Except as disclosed in such Annual Financial Statements or as otherwise Previously Disclosed, no circumstances exist that could reasonably be expected to result in a Material Adverse Effect to it. It and its Subsidiaries have no liabilities, known or unknown, asserted or unasserted, absolute, contingent or otherwise, that are required under GAAP to be reflected in audited financial statements or the notes thereto which are not reflected in its Annual Financial Statements other than liabilities incurred in the ordinary course of business since such date.
Financial Statements; No Adverse Change. The Borrowers have heretofore furnished to Lender those financial statements described in Schedule 4.4 hereto, all of which present fairly the financial condition, assets, liabilities and income of the subject thereof as of the dates thereof and for the periods then ended and have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"). There has not been any material adverse change in the financial condition, assets, liabilities or income of a Borrower from the date of the most recent balance sheet applicable to it to the Closing Date.
Financial Statements; No Adverse Change. Buyer has delivered to Seller the consolidated audited balance sheet of Buyer and its subsidiaries as at December 31, 1998, the audited statement of profit and loss and cash flows for the fiscal year ended December 31, 1998, the consolidated unaudited balance sheet of Buyer and its subsidiaries as of September 30, 1999, and the consolidated unaudited statements of profit and loss and cash flows for the nine (9) months ended September 30, 1999. The foregoing financial statements are referred to collectively as the "Buyer Financial Statements." The Buyer Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP"), applied on a consistent basis (except that the unaudited statements do not contain all the disclosures required by GAAP), and fairly reflect in all material respects the consolidated financial condition of Buyer and its subsidiaries as of the dates thereof and the consolidated results of their operations for the periods then ended. Since September 30, 1999, there has not been any material adverse change in the business, assets, results of operations or financial condition of Buyer or its subsidiaries.
Financial Statements; No Adverse Change. (a) All Financial Statements of the Guarantor heretofore furnished to the Lender and/or the Franchisor are consistent with the books and records of the Guarantor including all such books and records maintained with respect to the operation of the Sites, and are complete and correct in all material respects and fairly present the financial condition of the Guarantor (as the case may be) on the relevant dates therein indicated.
Financial Statements; No Adverse Change. The financial --------------------------------------- statements and other documents of the Borrowers previously furnished to Bank are true, complete and accurate and are not misleading in any material respect. There have been no material adverse changes in the financial condition of either of the Borrowers since the date of the most recent financial statements that have been furnished to Bank. All financial statements and other financial information furnished to Bank accurately represent the financial condition of the Borrowers as of their respective dates in all material respects. Neither of the Borrowers has any material liabilities, direct or contingent, except as disclosed in its respective financial statements.
Financial Statements; No Adverse Change. The Corporation's audited financial statements for the fiscal year ended December 31, 1998 and its unaudited financial statements for the five months ended May 31, 1999 previously furnished to the Purchaser and attached hereto as SCHEDULE 2.1(k), have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Corporation as of and for the dates thereof and the results of operations and cash flows for the periods then ended. The financial statements do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Financial Statements; No Adverse Change. The consolidated balance sheets of Pier 1 and its subsidiaries as at March 3, 2001, and the related consolidated statements of income and consolidated statement of cash flows of Pier 1 and its subsidiaries for the fiscal year then ended, and the consolidated balance sheets of Pier 1 and its subsidiaries as at June 2, 2001, and the related consolidated statements of income and consolidated statement of cash flows of Pier 1 and its subsidiaries for the three months then ended, copies of with have delivered to the Administrative Agent, fairly present, subject, in the case of said balance sheet as at June 2, 2001, and said statements of income and cash flows for the three months then ended, to year-end audit adjustments, the consolidated financial condition of Pier 1 and its subsidiaries as at such dates and the consolidated results of operations of Pier 1 and its subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis, and, except as disclosed to Administrative Agent in writing prior to the date hereof, since March 3, 2001, there has been no material adverse change in the business, operations or financial condition of Pier 1 and its subsidiaries.
