Common use of Future Financial Statements Clause in Contracts

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(A) or (B) shall be complete and correct and present fairly, in accordance with GAAP (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(A), the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries for the respective periods to which such statements relate, and the furnishing of the same to the Lenders shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower nor any Subsidiary had any liability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 5.01(a) or (Bc) shall be complete and correct and present fairly, in accordance with GAAP Generally Accepted Accounting Principles (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's then current independent certified public accountants, (ii) and except for normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(Aadjustments), the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries for the respective periods to which such statements relate, and the furnishing of the same to the Lenders Banks shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders Banks to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower nor any Subsidiary had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would be reasonably likely to might have a Material Materially Adverse EffectEffect on the Borrower and the Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 5.01(a) or (Bb) shall be complete and correct and present fairly, in accordance with GAAP Generally Accepted Accounting Principles (except for (i) changes therein or departures therefrom that are described therefrom, subject to satisfaction of the exception set forth in Section 10.02, and except for the certificate or report accompanying such statements and that have been approved in writing by exclusion of the Borrower's then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(AUnrestricted Subsidiaries), the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the Consolidated Restricted Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Restricted Subsidiaries for the respective periods to which such statements relate, and the . The furnishing of the same financial statements pursuant to the Lenders Section 5.01(a) and (b) shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders Administrative Agent to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower nor any Restricted Subsidiary had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would might have, insofar as can reasonably be reasonably likely to have foreseen by the Borrower, a Material Materially Adverse EffectEffect on the Borrower and the Restricted Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered by each Borrower pursuant to SECTION 7.01(ASection 5.01(a) or (Bb) shall be complete and correct and present fairly, in accordance with GAAP Generally Accepted Accounting Principles (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the such Borrower's then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(A), the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the such Borrower and the its Consolidated Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries for the respective periods to which such statements relate, and the furnishing of the same to the Lenders Banks shall constitute a representation and warranty by the such Borrower made on the date the same are furnished to the Lenders Banks to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the such Borrower nor any Subsidiary thereof had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would be reasonably likely to might have a Material Materially Adverse EffectEffect on such Borrower and its Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 5.01(a), (b), (d) or and (Be) shall be complete and correct in all material respects and present fairly, in accordance with GAAP Generally Accepted Accounting Principles (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's each Account Party’s then current independent certified public accountants) or SAP, (ii) normal year-end audit adjustments and (iii) as applicable, the consolidated and, in the case of any such financial statements delivered pursuant to SECTION 7.01(A)prepared in accordance with Generally Accepted Accounting Principles, the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the each Account Party and/or its Consolidated Subsidiaries Subsidiaries, as applicable, as at their respective dates and the consolidated and, if in the case of any such financial statements prepared by in accordance with Generally Accepted Accounting Principles, the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries Account Party and/or such Subsidiaries, as applicable, for the respective periods to which such statements relate, and the furnishing of the same to the Lenders Banks shall constitute a representation and warranty by the Borrower each Account Party made on the date the same are furnished to the Lenders Banks to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower such Account Party nor any Subsidiary had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would be reasonably likely to have a Material Materially Adverse EffectEffect on RGA and its Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The All financial statements delivered pursuant to SECTION 7.01(ASection 6.1(a) or (Bb) shall be complete and correct and present fairly, in accordance with GAAP (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(A)Generally Accepted Accounting Principles consistently applied, the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower Parent and the its Consolidated Subsidiaries Subsidiaries, as at their respective dates and the consolidated andearnings, if prepared by the Borrowershareholders' equity, consolidating results of operations, retained earnings and consolidated cash flows of the Borrower Parent and such its Consolidated Subsidiaries for the respective periods to which such statements relaterelate (subject, in the case of the financial statements delivered pursuant to Section 6.1(a), to the absence of footnotes and normally recurring year-end adjustments), and the furnishing of the same to the Lenders Banks shall constitute a representation and warranty by the Borrower Borrowers made on the date the same are furnished to the Lenders Banks to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower Parent nor any Subsidiary of its Consolidated Subsidiaries had any liability, contingent or otherwise, or nor any unrealized or anticipated loss, that, singly or in the aggregate, has had or would be reasonably likely to might have a Material Materially Adverse EffectEffect on the Parent and its Consolidated Subsidiaries, taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 5.01(a), (b), (d) or and (Be) shall be complete and correct and present fairly, in accordance 18 20 with GAAP Generally Accepted Accounting Principles (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's then current independent certified public accountants) or SAP, (ii) normal year-end audit adjustments and (iii) as applicable, the consolidated and, in the case of any such financial statements delivered pursuant to SECTION 7.01(A)prepared in accordance with Generally Accepted Accounting Principles, the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and and/or the Consolidated Subsidiaries Subsidiaries, as applicable, as at their respective dates and the consolidated and, if in the case of any such financial statements prepared by in accordance with Generally Accepted Accounting Principles, the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and and/or such Subsidiaries Subsidiaries, as applicable, for the respective periods to which such statements relate, and the furnishing of the same to the Lenders Banks shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders Banks to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower nor any Subsidiary had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would be reasonably likely to might have a Material Materially Adverse EffectEffect on the Borrower and the Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 7.01(a) or (Bb) shall be complete and correct and present fairly, in accordance with GAAP (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(ASection 7.01(a), the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries for the respective periods to which such statements relate, and the furnishing of the same to the Lenders shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower nor any Subsidiary had any liability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would be reasonably likely to have a Material Adverse Effect.

Future Financial Statements. The All financial statements delivered pursuant to SECTION 7.01(ASection 6.1(a) or (B) b), shall be complete and correct and present fairly, in accordance with GAAP (except for (i) changes therein or departures therefrom that are described in Generally Accepted Accounting Principles consistently applied throughout the certificate or report accompanying such statements and that have been approved in writing by the Borrower's then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(A)periods involved, the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the Consolidated Subsidiaries its Subsidiaries, as at their respective dates and the consolidated andearnings, if prepared by the Borrowershareholders' equity, consolidating results of operations, retained earnings and consolidated cash flows of the Borrower and such its Subsidiaries for the respective periods to which such statements relaterelate (subject, in the case of the financial statements delivered pursuant to Section 6.1(a), to the absence of footnotes and normally recurring year-end adjustments), and the furnishing of the same to the Lenders shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower nor any Subsidiary of its Subsidiaries had any liability, contingent or otherwise, or nor any unrealized or anticipated loss, that, singly or in the aggregate, has had or would be reasonably likely to might have a Material Materially Adverse EffectEffect on the Borrower and its Subsidiaries, taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 7.01(a) or (Bb) shall be complete and correct and present fairlyfairly in all material respects, in accordance with GAAP (except for (i) changes therein changestherein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(A), the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries for the respective periods to which such statements relate, ,and the furnishing of the same to the Lenders Agent and the Banks shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders Agent and the Banks to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereofthereof or otherwise disclosed to each Bank pursuant to Section 7.01(f) or 7.01(h), neither the Borrower nor any Subsidiary has or had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would could reasonably be reasonably likely expected to have a Material Materially Adverse EffectEffect on the Borrower and the Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 5.01(a) or (Bb) shall be complete and correct and present fairly, in accordance with GAAP Generally Accepted Accounting Principles (except for (i) changes therein or departures therefrom that are described therefrom, subject to satisfaction of the exception set forth in Section 10.02 and except for the certificate or report accompanying such statements and that have been approved in writing by exclusion of the Borrower's then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(AExcluded Subsidiaries), the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries for the respective periods to which such statements relate, and the . The furnishing of the same financial statements pursuant to the Lenders Section 5.01(a) and (b) shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders Administrative Agent to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower nor any Subsidiary had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would might have, insofar as can reasonably be reasonably likely to have foreseen by the Borrower, a Material Materially Adverse EffectEffect on the Borrower and the Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 6.01(a) or (Bb) shall be complete and correct and present fairlyfairly in all material respects, in accordance with GAAP (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(A), the absence of footnotes) the consolidated and, if prepared by the Borrower, and consolidating financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, and consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries for the respective periods to which such statements relate, and the furnishing of the same to the Lenders Banks shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders Banks to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereofthereof or otherwise disclosed to each Bank pursuant to Section 6.01(f), neither the Borrower nor any Subsidiary had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would could reasonably be reasonably likely expected to have a Material Materially Adverse EffectEffect on the Borrower and the Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 7.01(a) or (Bb) shall be complete and correct and present fairlyfairly in all material respects, in accordance with GAAP (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's ’s then current independent certified public accountants, (ii) normal year-end audit adjustments and (iii) in the case of financial statements delivered pursuant to SECTION 7.01(A), the absence of footnotes) the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries for the respective periods to which such statements relate, and the furnishing of the same to the Lenders Agent and the Banks shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders Agent and the Banks to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereofthereof or otherwise disclosed to each Bank pursuant to Section 7.01(f) or Section 7.01(h), neither the Borrower nor any Subsidiary has or had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would could reasonably be reasonably likely expected to have a Material Materially Adverse EffectEffect on the Borrower and the Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to SECTION 7.01(ASection 5.01(a) or (Bc) shall be complete and correct and present fairly, in accordance with GAAP Generally Accepted Accounting Principles (except for (i) changes therein or departures therefrom that are described in the certificate or report accompanying such statements and that have been approved in writing by the Borrower's then current independent certified public accountants, (ii) and except for normal year-end audit adjustments and (iii) and, in the case of financial statements delivered pursuant to SECTION 7.01(ASection 5.01(a), the absence of footnotes) ), the consolidated and, if prepared by the Borrower, consolidating financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated and, if prepared by the Borrower, consolidating results of operations, retained earnings and cash flows of the Borrower and such Subsidiaries for the respective periods to which such statements relate, and the furnishing of the same to the Lenders Banks shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Lenders Banks to that effect and to the further effect that, except as disclosed or reflected in such financial statements, as at the respective dates thereof, neither the Borrower nor any Subsidiary had any liabilityLiability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or would be reasonably likely to might have a Material Materially Adverse EffectEffect on the Borrower and the Consolidated Subsidiaries taken as a whole.