Financial Statements; No Material Adverse Effect. (a) The 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 the financial condition of the 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. (b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Since the date of the Historical Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. (d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (NorthStar Realty Europe Corp.), Credit Agreement (NorthStar Realty Europe Corp.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated Consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2019, and the related consolidated Consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Team Inc), Credit Agreement (Team Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2007, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Biogen Idec Inc.), Loan Agreement (Biogen Idec Inc.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements Consolidated Parties 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; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) Consolidated Parties and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Consolidated Parties, in each case and when such are available after the Closing Date, as of March 31, 2021 for the fiscal quarter period ended on that such date (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 Holdings and its Subsidiaries the Consolidated Parties as of the date thereof and their its results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, and (iii) show all material indebtedness and other material liabilities, direct or contingent, of the Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Omega Healthcare Investors Inc), Credit Agreement (Omega Healthcare Investors Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated and consolidating balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by for the fiscal quarter of the Borrower pursuant to Section 6.01(b) ended June 29, 2021, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (BJs RESTAURANTS INC), Credit Agreement (BJs RESTAURANTS INC)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and material Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Company and its Subsidiaries furnished by the Borrower Subsidiaries, as and when delivered pursuant to Section 6.01(b) ), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated May 4, 2007 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would is reasonably be expected likely to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements Parent 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet sheets of Holdings the Parent and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Parent 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, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2017 and December 31, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter year or fiscal quarters ended on that date such dates (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, with respect to clauses (i) through (ii) above in the case of clauses (i) and (ii)the unaudited financial statements, to the absence of footnotes and to normal ordinary, good faith year-end audit adjustmentsadjustments and the absence of footnotes. Schedule 5.05 shows all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries not included in such financial statements as of the date thereof.
(c) Since the date of the Historical Audited Financial Statements, there has been no Material Adverse Effect other than any event or circumstance, either individually circumstance that was publically disclosed by the Borrower in any Quarterly Report on Form 10-Q or in Current Report on Form 8-K filed by the aggregate, that has had or would reasonably be expected Borrower with the SEC subsequent to have a Material Adverse Effectsuch date and prior to the Closing Date.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Regis Corp), Credit Agreement (Regis Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements Borrower 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet Statement of Holdings and its Subsidiaries furnished by Net Assets of the Borrower pursuant to Section 6.01(b) dated as of February 28, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries the Borrower as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.), Credit Agreement (Tortoise Pipeline & Energy Fund, Inc.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements Parent Guarantor 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 and other liabilities, direct or contingent, of the Parent Guarantor and its Subsidiaries as of the date thereof, in accordance with GAAP, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Parent Guarantor and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Parent Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Retail Opportunity Investments Corp), Term Loan Agreement (Retail Opportunity Investments Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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, the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet sheets of Holdings Parent and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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, the financial condition of Holdings Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, Projections were prepared in good faith on upon accounting principles consistent with the basis of the Audited Financial Statements and upon assumptions stated therein, which assumptions were fair in light of the conditions existing that are reasonable at the time of delivery of such forecasts, made and represented, at the time the related Projections are made available to the Administrative Agent and the Arranger, it being understood that the Projections are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of delivery, Holdingwhich are beyond the Borrower’s best estimate of its future financial condition control (and performancethat may be material) and that no assurance can be given that any Projection will be realized.
Appears in 2 contracts
Samples: Senior Secured Bridge Credit Agreement (Clearway Energy, Inc.), Senior Secured Bridge Credit Agreement (Clearway Energy LLC)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements Borrowers and 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrowers and their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet sheets of Holdings Verisk and its direct and indirect Subsidiaries furnished by on a consolidated basis most recently delivered to the Borrower pursuant to Administrative Agent in accordance with Section 6.01(b) ), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings Verisk and its direct and indirect Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Verisk Analytics, Inc.), Credit Agreement (Verisk Analytics, Inc.)
Financial Statements; No Material Adverse Effect. (ai) The Historical Audited Financial Statements (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (iiB) fairly present the financial condition (on a consolidated basis) of the Persons described in such Financial Statements Parent Guarantor 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; and (C) show or otherwise reflect all material indebtedness, obligations and other liabilities of the Parent Guarantor and its consolidated Subsidiaries as of the date thereof as determined in accordance with GAAP.
(bii) The unaudited consolidated balance sheet of Holdings the Parent Guarantor and its consolidated Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated October 1, 2005, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter ended on that date (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiB) fairly present the financial condition (on a consolidated basis) of Holdings the Parent Guarantor and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (iA) and (iiB), to the absence of footnotes and to normal year-end audit adjustments. Schedule 8(e) sets forth all material indebtedness and material capital leases included in long-term debt as shown in the Audited Financial Statements determined in accordance with GAAP.
(ciii) Since the date of the Historical Financial StatementsJanuary 1, 2005, there has been no event or circumstancecircumstance or no series of related events or circumstances, in either individually or in the aggregate, case that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Guaranty (Georgia Pacific Corp), Guaranty (Georgia Pacific Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements Statements, and the unaudited consolidated balance sheets of Ultimate Parent and its Subsidiaries, and the related unaudited consolidated statements of operations and comprehensive income of Ultimate Parent and its Subsidiaries, as of and for the fiscal quarters and portions of the fiscal year ended March 31, 2014, June 30, 2014, September 30, 2014 (i) were and, if the unaudited consolidated balance sheet of Ultimate Parent and its Subsidiaries as of any subsequent fiscal quarter shall have been filed with the SEC as part of the Actavis SEC Documents, as of the last day of and for each such subsequent fiscal quarter), and the related unaudited consolidated statements of cash flows of Ultimate Parent and its Subsidiaries for such portions of such fiscal year, have been 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, the consolidated financial condition of the 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.
(b) The unaudited consolidated balance sheet of Holdings Ultimate Parent and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) at such dates and the related consolidated statements results of income or operations, shareholders’ equity their operations and cash flows for the fiscal quarter ended on that date such periods (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, subject in the case of clauses (i) and (ii)such unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments).
(cb) Since the date As of the Historical Financial Closing Date, since December 31, 2013, except for events and circumstances disclosed in any SEC Documents, in each case filed or furnished and publicly available after January 1, 2014 and before the Effective Date (but excluding any disclosure in the “Risk Factors” or “Forward-Looking Statements, ” sections of any SEC Document and similar statements included in any SEC Document that are solely forward looking in nature) there has been no event or circumstancecircumstance that, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Cash Bridge Loan Credit and Guaranty Agreement (Warner Chilcott LTD), Bridge Loan Credit and Guaranty Agreement (Warner Chilcott LTD)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present 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 and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness.
(b) The Interim 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 the financial condition of the 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.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Temple Inland Inc), Credit Agreement (Temple Inland Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and Subsidiaries, dated September 30, 2003, contained in the related consolidated statements of income or operations, shareholders’ equity and cash flows for quarterly report on Form 10-Q filed with the fiscal quarter ended on that date SEC (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to ordinary, good faith year end audit adjustments; (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) ; and (ii)iii) show all material indebtedness and other liabilities, to direct or contingent, of the absence Borrower and its consolidated Subsidiaries as of footnotes the date thereof, including liabilities for taxes, material commitments and to normal year-end audit adjustmentsIndebtedness.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Arthrocare Corp), Credit Agreement (Arthrocare Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical most recently delivered 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated balance sheet Consolidated financial statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated Consolidated statements of income or operationsincome, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since Except as disclosed in any filings made with the SEC, since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (PERDOCEO EDUCATION Corp), Credit Agreement (PERDOCEO EDUCATION Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case to the extent required by GAAP.
(b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 25, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Mueller Industries Inc), Credit Agreement (Mueller Industries Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby and the Audited Financial Statements show, reflect or describe all material indebtedness and other material contingent liabilities of the Company and its Subsidiaries as of the date thereof, in accordance each case, to the extent required to be reflected thereon pursuant to GAAP, including liabilities for taxes, material long term commitments and Indebtedness other than those that are (A) not material to the Company and its Subsidiaries as a whole or (B) are reflected in the Company’s most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinSEC.
(b) The unaudited consolidated balance sheet of Holdings the Company and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2011 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Thermo Fisher Scientific Inc.), 364 Day Credit Agreement (Thermo Fisher Scientific Inc.)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.
(b) The Unaudited 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 the financial condition of the 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.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings 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, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Starwood Property Trust, Inc.), Credit Agreement (Starwood Property Trust, Inc.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements Parent Guarantor 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 and other liabilities, direct or contingent, of the Parent Guarantor and its Subsidiaries as of the date thereof, in accordance with GAAP, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Parent Guarantor and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Parent Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Retail Opportunity Investments Corp), Term Loan Agreement (Retail Opportunity Investments Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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.
(b) The unaudited consolidated Consolidated balance sheet of Holdings the Parent and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated October 6, 2012, and the related consolidated Consolidated and consolidating statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter forty weeks of the Parent’s Fiscal Year ended on that date (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 Holdings the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated Consolidated forecasted balance sheet and statements of income and cash flows of Holdings the Parent and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) Sections 4.01 or delivered pursuant to Section 6.01(c), as the case may be, 6.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, believed to be reasonable at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 2 contracts
Samples: Credit Agreement (Tops Markets Ii Corp), Credit Agreement (Tops Holding Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP to be shown on such financial statements.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated October 31, 2004, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its consolidated Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since As of the Closing Date, since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 26, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. As of the date hereof, Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries, including liabilities for taxes, material commitments and Funded Debt.
(c) Since the date of the Historical Audited Financial StatementsStatements up to and including the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required to be shown under GAAP.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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, the financial condition of the Persons described in such Financial Statements Timken 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 and other liabilities, direct or contingent, of Timken and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP.
(b) The unaudited consolidated balance sheet financial statements of Holdings Timken and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were have been 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, the financial condition of Holdings Timken and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders' equity and cash flows (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the 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.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Pactiv Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Consolidated Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements of each Borrower and its Subsidiaries (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 Persons described in such Financial Statements 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 to the extent required by GAAP all material indebtedness and other liabilities, direct or contingent, of such Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings each Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings such Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Financial StatementsDecember 31, 2016, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect, except as specifically disclosed in the Disclosure Documents.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Public Service Co of New Hampshire)
Financial Statements; No Material Adverse Effect. (a) The Historical 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, the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements of the Borrower (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated and consolidating balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated December 31, 2012, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (ix) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiy) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (ix) and (iiy), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Financial StatementsSeptember 30, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Ashland Inc.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements Parent Guarantor 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 and other liabilities, direct or contingent, of the Parent Guarantor and its Subsidiaries as of the date thereof, in accordance with GAAP, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Parent Guarantor and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Parent Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Retail Opportunity Investments Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 28, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet . Schedule 5.05 sets forth all material indebtedness and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.other liabilities,
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements Companies 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 and other liabilities, direct or contingent, of the Companies as of the date thereof, including liabilities for taxes, material commitments and Debt.
(b) The unaudited consolidated balance sheet financial statements of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) Companies dated March 31, 2002, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries the Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 6.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements Parent and its Subsidiaries or ThermaClime and its Subsidiaries, as applicable, 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 and other liabilities, direct or contingent, of Parent and its Subsidiaries or ThermaClime and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(dc) The consolidated and consolidating forecasted balance sheet and sheets, statements of income and consolidated cash flows of Holdings each of Parent and its Subsidiaries and ThermaClime and its Subsidiaries, in each case delivered pursuant to Section 4.01(a)(xi) 4.01 or delivered pursuant to Section 6.01(c), as the case may be, ) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, HoldingParent’s or ThermaClime’s, as applicable, best good faith estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries (taken as a whole) as of the date thereof and their results of operations for the period covered therebythereby in accordance with GAAP, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) The financial statements delivered pursuant to Section 7.01(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries (taken as a whole) as of the dates thereof and for the periods covered thereby.
(d) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 2, 2022, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Adobe Inc.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated February 28, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since Except as set forth on Schedule 5.05(c), since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Team Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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, the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof; including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (TimkenSteel Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (iiiii) fairly present show all material indebtedness and other liabilities, direct or contingent, of the financial condition of Holdings Parent and its Subsidiaries as of the date thereof thereof, including liabilities for Taxes, material commitments and their results of operations for Debt.
(b) The Pro Forma Financial Statements and the period covered therebyProjections have been prepared in good faith by the Parent, subjectbased on assumptions believed by the Parent to be reasonable on the date hereof, and the Pro Forma Financial Statements present fairly, in all material respects, on a pro forma basis the case estimated consolidated financial position of clauses (i) the Parent and (ii), to its consolidated Subsidiaries as of the absence of footnotes and to normal year-end audit adjustmentsClosing Date.
(c) Since Schedule 4.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date of the Historical Financial Statementssuch financial statements, including liabilities for Taxes, contingent liabilities and Debt.
(d) Since June 30, 2005, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Master Transaction Agreement (Total Gas & Electricity (PA) Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof and required by GAAP to be reflected thereon, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements Guarantor 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 and other liabilities, direct or contingent, of the Guarantor and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP.
(b) The unaudited consolidated and consolidating balance sheet sheets of Holdings the Guarantor and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2010, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical Borrower has heretofore furnished to the Lenders true, correct and complete copies of the Audited Financial Statements (i) were prepared Statements, as of and for the fiscal year ended December 31, 2006, reported on by Ernst & Young LLP, independent public accountants. Such financial statements present fairly, in accordance with GAAP consistently applied throughout the period covered therebyall material respects, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Persons described in such Financial Statements as of the date thereof position and their results of operations and cash flows of the predecessor to the Borrower and its Consolidated Subsidiaries on a consolidated basis as of such dates and for the period covered thereby such periods in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
(b) The unaudited consolidated balance sheet Unaudited Financial Statements present fairly, in all material respects, the financial position and results of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows of the Borrower and its Consolidated Subsidiaries or the predecessor to the Borrower and its Consolidated Subsidiaries, as applicable, on a consolidated basis as of such dates and for the fiscal quarter ended on that date (i) were prepared such periods in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or material adverse change in the aggregatebusiness, that has had assets, properties, liabilities (actual or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements contingent), operations, or financial condition of income and cash flows of Holdings the Borrower and its Subsidiaries delivered pursuant Consolidated Subsidiaries, or the predecessor to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c)the Borrower and its Consolidated Subsidiaries, as the case may beapplicable, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performancetaken as a whole.
Appears in 1 contract
Samples: Credit Agreement (Pioneer Southwest Energy Partners L.P.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements Guarantor 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 and other liabilities, direct or contingent, of Guarantor and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated and consolidating balance sheet sheets of Holdings Guarantor and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2015, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (RGC Resources Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present, in all material respects, the financial condition of the Term Borrower and its Subsidiaries as of the date thereof and their results of 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Term Borrower and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness to the extent required by GAAP.
(b) The unaudited condensed consolidated balance sheet of the Term Borrower and its Subsidiaries as of March 31, 2021, and the related condensed consolidated statements of operations and cash flows for the fiscal quarter ended on such dates (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, the financial condition of the 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.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Term Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings 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, subject, in the case of clauses (i) and (ii)) above, to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (International Money Express, Inc.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2004, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Pactiv Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated and consolidating balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower required to be provided pursuant to Section 6.01(b) to the extent applicable, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof in accordance with GAAP.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses subsections (i) and (ii), to the absence of footnotes (other than as may be required in connection with any Receivables Securitization) and to normal year-end audit adjustments.
(c) Since For the period from the date of the Historical Audited Financial StatementsStatements through the Closing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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) to the extent required by GAAP, show or reflect all material indebtedness and other material liabilities of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated January 23, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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, the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2009, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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; and (iii) show all material indebtedness and other liabilities, except direct or contingent, of Borrower and its Subsidiaries as otherwise expressly noted thereinof the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet financial statements of Holdings Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) as of September 30, 2010 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter portion of the year then ended on that date heretofore delivered to the Lenders (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinfor the absence of a cash flow statement, a statement of members’ equity and footnotes; (ii) fairly present the financial condition of Holdings Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) accordance with GAAP consistently applied; and (ii)iii) show all material indebtedness and other liabilities, to direct or contingent, of Borrower and its Subsidiaries as of the absence of footnotes date thereof, including liabilities for taxes, material commitments and to normal year-end audit adjustmentsIndebtedness.
(c) Since the date of the Historical Financial StatementsSeptember 30, 2010, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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) to the extent required by GAAP, show or reflect all material indebtedness and other material liabilities of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated October 28, 2023, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2011, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date As of the Historical Financial StatementsClosing Date, for the period from December 31, 2010 through the Closing Date, there has been exists no event or circumstancecircumstance with respect to the Borrower and its Subsidiaries taken as a whole, either individually or in the aggregate, that has had or would reasonably be expected to have then resulted in a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Plains All American Pipeline Lp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2023, and the related consolidated statements of income or operationsincome, shareholdersstockholders’ equity and cash flows for the fiscal quarter ended on that date (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, the financial condition of Holdings 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, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements 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 Persons described in such Financial Statements 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 (biii) The unaudited consolidated balance sheet show all material Indebtedness and other liabilities, direct or contingent, of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof thereof, including Material liabilities for taxes, commitments and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsIndebtedness.
(cb) Since June 30, 2016 through the date of the Historical Financial StatementsClosing Date, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(dc) The All financial statements relating to the Borrower and its Subsidiaries from time to time delivered by the Borrower pursuant to Section 6.01: (i) will, when delivered, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, subject only (in the case of unaudited statements) to normal year-end adjustments and the absence of footnotes; and (ii) will, when delivered, fairly present in all material respects the consolidated forecasted balance sheet financial condition of the Borrower and statements its Subsidiaries as of the dates thereof and the consolidated results of income or operations and cash flows of Holdings the Borrower and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as for the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performanceperiods covered thereby.
Appears in 1 contract
Samples: Credit Agreement (Meredith Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical Initial Financial Statements fairly present (i) were prepared the consolidated financial condition of the Borrower and the Subsidiaries as of December 31, 2008, December 31, 2009 and December 31, 2010, (ii) the consolidated results of operations of the Borrower and the Subsidiaries for the Fiscal Years ended December 31, 2008, December 31, 2009 and December 31, 2010, (iii) the consolidated financial condition of the Borrower and the Subsidiaries as of the last day of each Fiscal Quarter ended since December 31, 2010 and (iv) the consolidated results of operations of the Borrower and the Subsidiaries for each of the Fiscal Quarters ended since December 31, 2010, all in accordance with GAAP consistently applied throughout (subject, in the period covered therebycase of any unaudited Initial Financial Statements, except as otherwise expressly noted therein, to normal year-end adjustments and (ii) fairly present the financial condition absence of the 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 thereinfootnotes).
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries most recent financial statements furnished by the Borrower pursuant to Section 6.01(b5.01(a) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date fairly present (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition position of Holdings the Borrower and its consolidated Subsidiaries as of the date thereof and their (ii) the results of operations and cash flows of the Borrower and its consolidated Subsidiaries for the period covered thereby, subject, all in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsaccordance with GAAP.
(c) Since The most recent financial statements furnished pursuant to Section 5.01(b) fairly present (i) the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and (ii) the results of operations and cash flows of the Historical Financial StatementsBorrower and its consolidated Subsidiaries for the period covered thereby, there all in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes.
(d) Since December 31, 2010, no event, change or condition has been no event or circumstance, either individually or in the aggregate, occurred that has had had, or would could reasonably be expected to have have, a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements Principal 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 and other liabilities, direct or contingent, of the Principal Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Principal Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Principal Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Highwoods Realty LTD Partnership)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements CNL HP 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of CNL HP and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet sheets of Holdings CNL HP and its consolidated Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings each Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated December 29, 2017,September 30, 2019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements,September 28, 2018, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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. The Audited Financial Statements and the Company’s Form 10-K filed with the SEC for the fiscal year ended December 31, 2021 show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness as required to be disclosed under the applicable rules and regulations promulgated or approved by the SEC.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Company and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2022, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end yearend audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated and consolidating balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2008, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
(c) Since the date of the Historical Financial StatementsJune 27, 2008, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical Annual Financial Statements of the Borrower and its Subsidiaries: (iA) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (iiB) fairly present present, in all material respects, the financial condition of the Persons described in such Financial Statements 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 (C) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP.
(b) The unaudited consolidated balance sheet Quarterly Financial Statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date Subsidiaries: (iA) were each prepared in accordance with GAAP consistently applied throughout the period covered thereby, subject only to normal year-end audit adjustments and the absence of footnotes, except as otherwise expressly noted therein, and (iiB) fairly present present, in all material respects, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Financial StatementsSeptember 30, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings, the Persons described in such Financial Statements Borrower and its Subsidiaries as of the applicable 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Holdings, the Borrower and its Subsidiaries as of the applicable date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings Holdings, the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 29, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Holdings, the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Financial StatementsDecember 31, 2012, there has been no event or circumstancecondition that has had or could be reasonably expected, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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) to the extent required by GAAP, show or reflect all material indebtedness and other material liabilities of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated January 23, 2021, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements Parent Guarantor 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 and other liabilities, direct or contingent, of the Parent Guarantor and its Subsidiaries as of the date thereof, in accordance with GAAP, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Parent Guarantor and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Parent Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Term Loan Agreement (Retail Opportunity Investments Partnership, LP)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements Equinix 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 except, with respect to GAAP application only, as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Equinix and its Subsidiaries as of the date thereof, including liabilities for material taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet sheets of Holdings Equinix and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 -77- condition of Holdings Equinix and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Equinix Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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, the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present, in all material respects, the financial condition of the Parent and its Subsidiaries as of the date of the balance sheet included therein and the results of operations of the Parent and its Subsidiaries for the period covered thereby in accordance with GAAP, and (iii) to the extent required by GAAP, disclose all material Debt and other liabilities (contingent or otherwise), including liabilities for Taxes, of the Parent and its Subsidiaries as of the date thereof.
(b) The Interim 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, the financial condition of the 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.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings Parent and its Subsidiaries as of the date thereof dates of the balance sheets included therein and their the results of operations of the Parent and its Subsidiaries for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Financial StatementsDecember 31, 2012, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Loan, Security and Guaranty Agreement (Willbros Group, Inc.\NEW\)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of Borrower and its Subsidiaries as of the date thereof required to be disclosed under GAAP, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2004, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since Other than the date filing of the Historical Financial Statementslawsuit described in item number 1 in Schedule 5.6, since December 31, 2003, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements As of income and cash flows December 31, 2004, the Net Worth of Holdings Borrower and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the a consolidated basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing is at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performanceleast $80,000,000.
Appears in 1 contract
Samples: Credit Agreement (Quidel Corp /De/)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements Ultimate 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.
(b) The unaudited consolidated balance sheet of Holdings Ultimate Parent and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter ended on that date (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 Holdings Actavis and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date As of the Historical Financial Second Restatement Effective Date, since December 31, 2013, except for events and circumstances disclosed in Actavis SEC Documents or the WC SEC Documents filed or furnished after January 1, 2014 and before the Second Restatement Effective Date (other than disclosure in Actavis SEC Documents or WC SEC Documents referred to solely in the “Risk Factors” and “Forward Looking Statements, ” sections thereof or similar statements included in such Actavis SEC Documents that are solely forward looking in nature) there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (Actavis PLC)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required by GAAP.
(b) The unaudited consolidated balance sheet of Holdings the Company and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended ending on that date (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 Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstancecircumstance (other than the historical CSK Matters disclosed on Schedule 5.06), either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, except as set forth on Schedule 5.10.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Company and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated April 30, 2002, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, except as set forth on Schedule 5.10.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its consolidated Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since As of the Closing Date, since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its consolidated Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2004, and the related consolidated statements of income or operations, shareholders’ equity and cash flows and the related notes and supplemental information for the fiscal quarter Fiscal Quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, except as disclosed in the Borrower's Exchange Act filings made on or before the five Business Days before the Closing Date, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Company and its Consolidated Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2021, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Company and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Company and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Stericycle Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP, other than those that are not material to the Borrower and its Subsidiaries as a whole or are reflected on Borrower’s most recent filings with the SEC.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by most recently delivered to the Borrower Administrative Agent and the Lenders pursuant to Section 6.01(b) ), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.. 109 US-DOCS\146702970.0000000000.7
(c) Since the date of the Historical balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The Interim Financial Statements (i) were prepared in accordance with IFRS 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 Persons described in such Financial Statements as of the date thereof Company 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.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and CHAR1\1847295v5 its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Celestica Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 (biii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness (other than any liability incident to any litigation, arbitration or proceeding that could not reasonably be expected to have a Material Adverse Effect). The unaudited consolidated balance sheet sheets of Holdings the Company and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2015, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) . Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Bond Purchase and Covenants Agreement (Dayton Power & Light Co)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements heretofore delivered to the Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of the Persons described in such Financial Statements 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 (biii) The unaudited consolidated balance sheet show all material indebtedness and other liabilities, direct or contingent, of Holdings the Borrower and its Subsidiaries furnished by as of the Borrower pursuant to Section 6.01(b) date thereof, including liabilities for taxes, material commitments and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(cb) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or would could reasonably be expected to have a Material Adverse Effect.
(dc) The consolidated forecasted balance sheet and statements Annual Statements dated as of income and cash flows December 31, 1999 of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c)each of Mercury Casualty Company, as the case may beCalifornia Automobile Insurance Company, were prepared in good faith on the basis Mercury Indemnity Company of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecastsGeorgia, and representedMercury Insurance Company of Illinois and the consolidated Annual Statements dated as of December 31, at 1999 of each of American Mercury Insurance Company and American Mercury Lloyd's Insurance Company (together with the time of deliveryrelated notes and schedules thereto, Holding’s best estimate of its future the "Annual Statements") heretofore delivered to the Lender, fairly present the financial condition and performanceresults of operations of the Insurance Subsidiaries included therein as of the date thereof and for the period covered thereby and have been prepared in accordance with SAP.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The 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) The Audited Financial Statements fairly present in all material respects the financial condition of the Persons described in such Financial Statements Parents and their consolidated Subsidiaries 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 periods covered thereby, except as otherwise expressly noted therein.
therein and (bii) The unaudited the Unaudited Financial Statements fairly present in all material respects the financial condition of Parents and their consolidated balance sheet Subsidiaries as of Holdings the dates thereof and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements their results of income or operations, cash flows and changes in shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and subject to normal year-end audit adjustmentsadjustments and the absence of footnotes.
(cb) Since the date of the Historical Financial StatementsDecember 31, 2014 there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(c) As of the Closing Date, neither any Loan Party nor any Subsidiary has any Material Indebtedness or other material obligations or liabilities (including liabilities for taxes and material commitments), direct or contingent other than (i) the liabilities reflected on Schedule 6.03, and (ii) obligations arising under this Agreement and the other Loan Documents.
(d) The consolidated forecasted balance sheet and statements As of income and cash flows of Holdings and its Subsidiaries the Closing Date, the Financial Performance Projections delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in Administrative Agent represent the Borrowers’ best good faith estimate of future financial performance and are based on assumptions believed by the basis of the assumptions stated therein, which assumptions were Borrowers to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Administrative Agent and Lenders that projections as to future events are not to be viewed as facts and that the conditions existing at actual results during the time of delivery of period or periods covered by such forecasts, and represented, at Financial Performance Projections may differ from the time of delivery, Holding’s best estimate of its future financial condition and performanceprojected results set forth therein.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical Financial Statements financial statements furnished pursuant to subsection (a) of Section 6.01 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present the financial condition of the Persons described in such Financial Statements Parent 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; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Parent and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2024, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Parent 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, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Financial StatementsDecember 31, 2023, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present 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 and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness.
(b) The Interim 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 the financial condition of the 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.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Interim Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Temple Inland Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated February 28, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Team Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2005, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-year end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect; provided that if the Borrower shall establish a commercial paper program that is supported by Committed Loans, then so long as such program is in effect, this representation shall not be operative.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, in each case, to the extent required by GAAP.
(b) The unaudited consolidated balance sheet sheets of Holdings Parent, Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2013, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings Parent, Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered therebythereby in accordance with GAAP, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since To the date knowledge of the Historical Financial StatementsBorrower, since September 30, 2013, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Neustar Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
(ba) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated August 31, 2018, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(cb) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Adobe Inc.)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof.
(b) The unaudited consolidated balance sheet of Holdings the Company and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 27, 2010, and the related consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter ended on that date (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 Holdings the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date of such financial statements.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Starbucks Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2017, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared fairly present, in accordance with GAAP consistently applied throughout the period covered therebyall material respects, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Persons described in such Financial Statements 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 thereinGAAP.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2012, and the related unaudited consolidated statements of income or operations, shareholders’ equity operations and cash flows for the fiscal quarter ended on that date (i) were prepared or, in accordance with GAAP consistently applied throughout the period covered therebycase of cash flows, except as otherwise expressly noted therein, and (iifor the portion of the Borrower’s fiscal year then ended) fairly present present, in all material respects, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, as of the Closing Date, there has been no material adverse change in, and no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements material adverse effect on, the operations, financial condition or business of income and cash flows of Holdings the Borrower and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) taken as a whole or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light ability of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of Borrower to perform its future financial condition and performanceobligations under any Loan Document to which it is a party.
Appears in 1 contract
Samples: Credit Agreement (BMC Software Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical Financial Statements audited financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2017, (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 Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries, on a consolidated basis, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness to the extent required to be shown under GAAP.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date ending September 30, 2017 (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 Holdings the Borrower and its Subsidiaries Subsidiaries, as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Financial StatementsDecember 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 the financial condition of the Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Company and its Consolidated Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Company and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other liabilities, direct or contingent, of the Company and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Stericycle Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its consolidated Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated June 30, 2005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows and the related notes and supplemental information for the fiscal quarter Fiscal Quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations and cash flows for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, except as disclosed in the Borrower’s Exchange Act filings made on or before the five Business Days before the Closing Date, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 and other material liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness, in each case, to the extent required to be reflected thereon pursuant to GAAP, other than those that are not material to the Borrower and its Subsidiaries as a whole or are reflected on Borrower’s most recent filings with the SEC.
(b) The unaudited consolidated balance sheet of Holdings the Borrower and its Subsidiaries furnished by most recently delivered to the Borrower Administrative Agent and the Lenders pursuant to Section 6.01(b) ), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical balance sheet included in the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.. 113 US-DOCS\117476656.1136335661.3
Appears in 1 contract
Samples: Credit Agreement (Tutor Perini Corp)
Financial Statements; No Material Adverse Effect. (a) The Historical Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the dates thereof and their results of operations for the periods 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries, as applicable, as of the dates thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2008, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the 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.
(b) The unaudited consolidated balance sheet of Holdings and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings and its Subsidiaries as of the date thereof and their results of operations for the period periods covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date dates of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Historical 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 Persons described in such Financial Statements 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 (biii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for Taxes, material commitments and Indebtedness (other than any liability incident to any litigation, arbitration or proceeding that could not reasonably be expected to have a Material Adverse Effect). The unaudited consolidated balance sheet sheets of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated March 31, 2013, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (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 Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) . 47056313_11 Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (DPL Inc)
Financial Statements; No Material Adverse Effect. (a) The Historical 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, the financial condition of the Persons described in such Financial Statements 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 and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet financial statements of Holdings the Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated September 30, 2002, and the related consolidated statements of income or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (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, the financial condition of Holdings the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Historical Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated forecasted balance sheet and statements of income and cash flows of Holdings and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performance.
Appears in 1 contract
Samples: Credit Agreement (Timken Co)
Financial Statements; No Material Adverse Effect. (a) The 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 the financial condition of the 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.
(b) The unaudited consolidated Consolidated balance sheet of Holdings the Lead Borrower and its Subsidiaries furnished by the Borrower pursuant to Section 6.01(b) dated February 2, 2014, and the related consolidated Consolidated statements of income or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of Holdings the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all Material Indebtedness and other liabilities, direct or contingent, of the Lead Borrower and its Consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Material Indebtedness.
(cb) Since the date of the Historical Financial StatementsFebruary 2, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or would could reasonably be expected to have a Material Adverse Effect.
(dc) The consolidated forecasted balance sheet and statements To the best knowledge of income and cash flows the Loan Parties, no Internal Control Event exists or has occurred since February 2, 2014, that has resulted in or could reasonably be expected to result in a material misstatement, in any financial information delivered or to be delivered to the Agent, the Term Loan Agent or the Lenders, of Holdings (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the Lead Borrower and its Subsidiaries delivered pursuant to Section 4.01(a)(xi) or delivered pursuant to Section 6.01(c), as the case may be, were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Holding’s best estimate of its future financial condition and performancea Consolidated basis.
Appears in 1 contract
Samples: Credit Agreement (Alco Stores Inc)
