Common use of Financial Statements; No Material Adverse Effect Clause in Contracts

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 49 contracts

Samples: Credit Agreement (AdvanSix Inc.), Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (AdvanSix Inc.)

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Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 25 contracts

Samples: Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.), Credit Agreement (Warner Music Group Corp.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 18 contracts

Samples: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 17 contracts

Samples: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Appears in 16 contracts

Samples: Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware), Credit Agreement (Alight, Inc. / Delaware)

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Appears in 15 contracts

Samples: Credit Agreement (Hilton Worldwide Holdings Inc.), Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Hilton Worldwide Holdings Inc.)

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its Subsidiaries as of the date dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Appears in 11 contracts

Samples: Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Borrower and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 10 contracts

Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 10 contracts

Samples: Credit Agreement (Methode Electronics Inc), Credit Agreement (Methode Electronics Inc), Term Loan Agreement (Jacobs Engineering Group Inc /De/)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 10 contracts

Samples: Credit Agreement (Chicos Fas Inc), Credit Agreement (Tops Markets Ii Corp), Credit Agreement (Tops Holding Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except in the case of clauses (i) and (ii), as otherwise expressly noted thereindisclosed to the Administrative Agent prior to the Closing Date.

Appears in 10 contracts

Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 9 contracts

Samples: Credit and Term Loan Agreement (DCT Industrial Trust Inc.), Term Loan Agreement (Industrial Income Trust Inc.), Credit and Term Loan Agreement (DCT Industrial Trust Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.;

Appears in 9 contracts

Samples: Credit Agreement (Sally Beauty Holdings, Inc.), Credit Agreement (Ceco Environmental Corp), Credit Agreement (Ceco Environmental Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the consolidated financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 8 contracts

Samples: Credit Agreement (Ansys Inc), Credit Agreement (Ansys Inc), Term Loan Credit Agreement (Citrix Systems Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 8 contracts

Samples: Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/), Credit Agreement (Church & Dwight Co Inc /De/)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 7 contracts

Samples: Term Loan Credit Agreement (Lands' End, Inc.), Term Loan Credit Agreement (Lands' End, Inc.), Term Loan Credit Agreement (Galaxy Gaming, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 7 contracts

Samples: Term Loan Credit Agreement, Credit Agreement (Sears Hometown & Outlet Stores, Inc.), Term Loan Credit Agreement (Sears Hometown & Outlet Stores, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Acadia Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Persons covered thereby as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 7 contracts

Samples: Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.), Credit Agreement (Acadia Healthcare Company, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 6 contracts

Samples: Credit Agreement (Jacobs Solutions Inc.), Term Loan Agreement (Jacobs Solutions Inc.), Credit Agreement (Herbalife Ltd.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 6 contracts

Samples: Credit Agreement (Qualcomm Inc/De), Credit Agreement (Qualcomm Inc/De), Credit Agreement (Qualcomm Inc/De)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries (taken as a whole) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 6 contracts

Samples: Credit Agreement (Mantech International Corp), Credit Agreement (Mantech International Corp), Credit Agreement (Mantech International Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 6 contracts

Samples: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower KKR Financial and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 5 contracts

Samples: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Consolidated Group as of the date thereof and their its results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 5 contracts

Samples: Assignment and Assumption (American Assets Trust, L.P.), Credit Agreement (American Assets Trust, L.P.), Credit Agreement (American Assets Trust, L.P.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower Target and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 5 contracts

Samples: Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.), Credit Agreement (e.l.f. Beauty, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries (taken as a whole) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinGAAP.

Appears in 5 contracts

Samples: Credit Agreement (Caci International Inc /De/), Credit Agreement (Caci International Inc /De/), Credit Agreement (Caci International Inc /De/)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower Holdings and its Subsidiaries subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 5 contracts

Samples: Credit Agreement (Celanese Corp), Credit Agreement (Celanese Corp), Credit Agreement (Celanese Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 5 contracts

Samples: Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 5 contracts

Samples: Term Loan Agreement (Amazon Com Inc), Day Revolving Credit Agreement (Amazon Com Inc), Credit Agreement (Dicks Sporting Goods Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 5 contracts

Samples: Credit Agreement (Lands' End, Inc.), Credit Agreement (Lands' End, Inc.), Credit Agreement (Lands' End, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 5 contracts

Samples: Credit Agreement (Five Point Holdings, LLC), Credit Agreement (Five Point Holdings, LLC), Assignment and Assumption Agreement (Libbey Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 5 contracts

Samples: Senior Secured Bridge Credit Agreement (Clearway Energy, Inc.), Senior Secured Bridge Credit Agreement (Clearway Energy LLC), Credit Agreement (NRG Yield, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Credit Agreement (W. P. Carey Inc.), Credit Agreement (W. P. Carey Inc.), Credit Agreement (W. P. Carey Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Reference Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Credit Agreement (Comcast Corp), Credit Agreement (Comcast Corp), Credit Agreement (Comcast Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyGAAP, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Credit Agreement (Bj Services Co), Credit Agreement (Bj Services Co), Credit Agreement (Bj Services Co)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, Inc.), Credit Agreement (Rexford Industrial Realty, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Reliant Energy Inc), Credit and Guaranty Agreement (Reliant Energy Inc), Credit and Guaranty Agreement (Reliant Energy Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries entities to which they relate as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Term Loan Credit Agreement (CommScope Holding Company, Inc.), Term Loan Credit Agreement (CommScope Holding Company, Inc.), Credit Agreement (Zekelman Industries, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements of the Company and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Based Revolving Credit Agreement (Alpha Metallurgical Resources, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.), Asset Based Revolving Credit Agreement (Contura Energy, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower (or, if applicable, the Former Parent) and its consolidated Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Credit Agreement (Broadcom Inc.), Credit Agreement (Broadcom Inc.), Credit Agreement (Broadcom Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Credit Agreement (Unitil Corp), Credit Agreement, Credit Agreement (Unitil Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Credit Agreement (Mohawk Industries Inc), Credit Agreement and Extension Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Credit Agreement (Wendy's Co), Credit Agreement (Wendy's Restaurants, LLC), Credit Agreement (Wendy's/Arby's Group, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Parent Borrower and its the Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Vista Outdoor Inc.), Term Loan Credit Agreement (Vista Outdoor Inc.), Term Loan Credit Agreement (Vista Outdoor Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (W P Carey & Co LLC), Credit Agreement (W P Carey & Co LLC), Term Loan Credit Agreement (W. P. Carey Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries on a consolidated basis as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (Plains Gp Holdings Lp), Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains All American Pipeline Lp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements delivered pursuant to Section 6.01(a) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in members’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (MN8 Energy, Inc.), Credit Agreement (MN8 Energy, Inc.), Credit Agreement (New PubCo Renewable Power Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Historical Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Persons described in such Financial Statements as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (NorthStar Realty Europe Corp.), Credit Agreement (NorthStar Realty Europe Corp.), Credit Agreement (NorthStar Realty Europe Corp.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the consolidated financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (Tidewater Inc), Credit Agreement (Tidewater Inc), Credit Agreement (Tidewater Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (Regis Corp), Credit Agreement (Regis Corp), Credit Agreement (Regis Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the each Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.;

Appears in 3 contracts

Samples: Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries (prior to giving effect to the Transactions) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (Supervalu Inc), Term Loan Credit Agreement (Supervalu Inc), Credit Agreement (Supervalu Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit and Term Loan Agreement (Black Creek Diversified Property Fund Inc.), Credit and Term Loan Agreement (Dividend Capital Diversified Property Fund Inc.), Credit Agreement (Dividend Capital Diversified Property Fund Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Assignment and Assumption, Assignment and Assumption (Plains Gp Holdings Lp), Assignment and Assumption (Plains All American Pipeline Lp)

Financial Statements; No Material Adverse Effect. (a) The Borrower has delivered to the Administrative Agent copies of the Audited Financial Statements, and the Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) present fairly present in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as of the date thereof their respective dates and for their results of operations for the period covered thereby respective periods in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (Vantage Drilling International), Credit Agreement, Credit Agreement

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (Foot Locker, Inc.), Credit Agreement (Foot Locker, Inc.), Security Agreement (Foot Locker, Inc.)

Financial Statements; No Material Adverse Effect. (a) (7) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of the date dates thereof and their its consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, Inc.), Credit Agreement (Summit Materials, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its Subsidiaries as of the date thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (Carters Inc), Credit Agreement (Carters Inc), Credit Agreement (Carters Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with US GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the each Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with US GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.;

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (Colfax CORP), Credit Agreement (Colfax CORP)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their the consolidated results of their operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 3 contracts

Samples: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty OP, L.P.)

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Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Franklin Resources Inc), Term Loan Credit Agreement (Franklin Resources Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders' equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Nu Skin Enterprises Inc), Credit Agreement (Nu Skin Enterprises Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their Borrower’s Predecessor’s and its Subsidiaries’ results of operations operations, equity (deficit) and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Andeavor Logistics Lp), Credit Agreement (Andeavor Logistics Lp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries entities to which they relate as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Revolving Credit and Guaranty Agreement (Zekelman Industries, Inc.), Revolving Credit and Guaranty Agreement (CommScope Holding Company, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness of the Borrower and its Subsidiaries as of the date thereof.

Appears in 2 contracts

Samples: Credit Agreement (Aecom Technology Corp), Credit Agreement (Aecom Technology Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness of the Company and its Subsidiaries as of the date thereof.

Appears in 2 contracts

Samples: Credit Agreement (Aecom Technology Corp), Credit Agreement (Aecom Technology Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Reference Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Borrower Loan Parties covered thereby and its their respective consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Comcast Cable Communications Inc), Credit Agreement (Comcast Cable Communications Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its the Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower PAA and its Subsidiaries on a consolidated basis as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Plains All American Pipeline Lp), Credit Agreement (Plains All American Pipeline Lp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Principal Borrower and its Subsidiaries the Certain Government Properties (wholly owned by HRPT Properties Trust), as the case may be, as of the date thereof and their results of operations operations, in the case of the Certain Government Properties, for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Pledge Agreement (Government Properties Income Trust), Credit Agreement (Government Properties Income Trust)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance thereby. *Information marked with GAAP consistently applied throughout an asterisk herein has been omitted and filed separately with the period covered thereby, except as otherwise expressly noted thereinCommission pursuant to a request for confidential treatment.

Appears in 2 contracts

Samples: Credit Agreement (Cig Wireless Corp.), Credit Agreement (Cig Wireless Corp.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Predecessor as of the date thereof and their its results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (American Assets Trust, Inc.), Credit Agreement (American Assets Trust, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited 2022 Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Ciner Enterprises Inc.), Credit Agreement (Sisecam Chemicals USA Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present present, in all material respects respects, the consolidated financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Workday, Inc.), Credit Agreement (Workday, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Public FIG and its Subsidiaries consolidated subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted disclosed therein.

Appears in 2 contracts

Samples: Credit Agreement (Fortress Investment Group LLC), Credit Agreement (Fortress Investment Group LLC)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.results

Appears in 2 contracts

Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (F&G Annuities & Life, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) present fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinindicated period.

Appears in 2 contracts

Samples: Term Loan Agreement (Hasbro, Inc.), Term Loan Agreement (Hasbro, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Comcast Cable Communications Inc), Credit Agreement (Comcast Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Supervalu Inc), Credit Agreement (Pep Boys Manny Moe & Jack)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Company (on a consolidated basis) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Urs Corp /New/), Credit Agreement (Urs Corp /New/)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Broadcom Inc.), Credit Agreement (Broadcom Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the consolidated financial condition of the Borrower RERH and its consolidated Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Sleeve and Reimbursement Agreement (Reliant Energy Inc), Credit Sleeve and Reimbursement Agreement (Reliant Energy Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present present, in all material respects respects, the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Quidel Corp /De/), Credit Agreement (Quidel Corp /De/)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries and the Target and its Subsidiaries, as the case may be, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Targa Resources Corp.), Credit Agreement (Targa Resources Corp.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Intrepid Potash, Inc.), Credit Agreement (Intrepid Potash, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Borrowers and its their Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Summer Infant, Inc.), Credit Agreement (Summer Infant, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Lead Borrower and its Subsidiaries (prior to giving effect to the Transactions) as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Supervalu Inc), Credit Agreement (Supervalu Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Revolving Credit Agreement (EnLink Midstream, LLC), Revolving Credit Agreement (EnLink Midstream, LLC)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower OCI Holdings and its Subsidiaries as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (OCI Resources LP)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Veracyte, Inc.), Credit Agreement (Church & Dwight Co Inc /De/)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements Statements-2012 of the Borrower and its Subsidiaries (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in Credit Agreement (Euro) 50 accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Quiksilver Inc), Credit Agreement (Quiksilver Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower ENLK and its Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Term Loan Agreement (EnLink Midstream, LLC), Term Loan Agreement (EnLink Midstream Partners, LP)

Financial Statements; No Material Adverse Effect. (a) The Audited Borrower Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; thereby and (ii) fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries Subsidiaries, in each case, as of the date dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared substantially in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 2 contracts

Samples: Credit Agreement (Louisiana-Pacific Corp), Credit Agreement (Louisiana-Pacific Corp)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereintherein and other than public disclosures made pursuant to press releases and public filings prior to the Effective Date.

Appears in 1 contract

Samples: Credit Agreement (Foot Locker Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (ii) fairly present in all material respects the financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 1 contract

Samples: Credit Agreement (GENTHERM Inc)

Financial Statements; No Material Adverse Effect. (a) a. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and , (ii) fairly present in all material respects the consolidated financial condition of the Borrower Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iii) show all material liabilities required to be reflected in such financial statements under GAAP.

Appears in 1 contract

Samples: Revenue Interest Purchase Agreement (INSMED Inc)

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries consolidated subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Appears in 1 contract

Samples: Credit Agreement (MSCI Inc.)

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