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 present fairly in all material respects, in accordance with GAAP (except for 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), the consolidated financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated 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 Agent and the Banks shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the 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 thereof 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 Liability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or could reasonably be expected to have a Materially Adverse Effect on the Borrower and the Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to Section 7.01(a) or (b) shall present fairly in all material respects, in accordance with GAAP (except for changestherein 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), the consolidated financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated 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 Agent and the Banks shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the 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 thereof 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 Liability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or could reasonably be expected to have a Materially Adverse Effect on the Borrower and the Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to Section 7.01(a) or (b) shall be complete and correct and present fairly in all material respectsfairly, in accordance with GAAP (except for changestherein (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 Agent and the Banks Lenders shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Agent and the Banks 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 or otherwise disclosed to each Bank pursuant to Section 7.01(f) or 7.01(h)thereof, 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 could would be reasonably be expected likely to have a Materially Material Adverse Effect on the Borrower and the Consolidated Subsidiaries taken as a wholeEffect.

Future Financial Statements. The financial statements delivered pursuant to Section 7.01(a5.01(a) or (b) shall present fairly in all material respectsfairly, in accordance with GAAP Generally Accepted Accounting Principles (except for changestherein 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 accountantsExcluded Subsidiaries), the consolidated financial position of the Borrower and the Consolidated Subsidiaries as at their respective dates and the consolidated 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 Agent Section 5.01(a) and the Banks (b) shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Administrative 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 thereof or otherwise disclosed to each Bank pursuant to Section 7.01(f) or 7.01(h)thereof, neither the Borrower nor any Subsidiary has or had any Liability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or could might have, insofar as can reasonably be expected to have foreseen by the Borrower, a Materially Adverse Effect on the Borrower and the Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to Section 7.01(a) or 5.01(a), (b), (d) and (e) shall present fairly be complete and correct in all material respectsrespects and present fairly, in accordance with GAAP Generally Accepted Accounting Principles (except for changestherein 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, as applicable, the consolidated and, in the case of any such financial statements prepared in accordance with Generally Accepted Accounting Principles, the 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, in the case of any such financial statements prepared in accordance with Generally Accepted Accounting Principles, the 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 Agent and the Banks shall constitute a representation and warranty by the Borrower each Account Party made on the date the same are furnished to the 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 thereof or otherwise disclosed to each Bank pursuant to Section 7.01(f) or 7.01(h)thereof, neither the Borrower such Account Party nor any Subsidiary has or had any Liability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or could would be reasonably be expected likely to have a Materially Adverse Effect on the Borrower RGA and the its Consolidated Subsidiaries taken as a whole.

Future Financial Statements. The All financial statements delivered pursuant to Section 7.01(a6.1(a) or (b) ), shall be complete and correct and present fairly in all material respectsfairly, in accordance with GAAP (except for changestherein 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)periods involved, the consolidated financial position of the Borrower and the Consolidated Subsidiaries its Subsidiaries, as at their respective dates and the consolidated results of operationsearnings, retained earnings shareholders' equity, and consolidated cash flows of the Borrower and such its Subsidiaries for the respective periods to which such statements relate,relate (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 Agent and the Banks Lenders shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Agent and the Banks 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 or otherwise disclosed to each Bank pursuant to Section 7.01(f) or 7.01(h)thereof, neither the Borrower nor any Subsidiary has or of its Subsidiaries had any Liabilityliability, contingent or otherwise, or nor any unrealized or anticipated loss, that, singly or in the aggregate, has had or could reasonably be expected to might have a Materially Adverse Effect on the Borrower and the Consolidated Subsidiaries its Subsidiaries, taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to Section 7.01(a5.01(a) or (b) shall present fairly in all material respectsfairly, in accordance with GAAP Generally Accepted Accounting Principles (except for changestherein 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 accountantsUnrestricted Subsidiaries), the consolidated financial position of the Borrower and the Consolidated Restricted Subsidiaries as at their respective dates and the consolidated 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 Agent Section 5.01(a) and the Banks (b) shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the Administrative 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 thereof or otherwise disclosed to each Bank pursuant to Section 7.01(f) or 7.01(h)thereof, neither the Borrower nor any Restricted Subsidiary has or had any Liability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or could might have, insofar as can reasonably be expected to have foreseen by the Borrower, a Materially Adverse Effect on the Borrower and the Consolidated Restricted Subsidiaries taken as a whole.

Future Financial Statements. The financial statements delivered pursuant to Section 7.01(a) or 5.01(a), (b), (d) and (e) shall be complete and correct and present fairly in all material respectsfairly, in accordance 18 20 with GAAP Generally Accepted Accounting Principles (except for changestherein 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, as applicable, the consolidated and, in the case of any such financial statements prepared in accordance with Generally Accepted Accounting Principles, the consolidating financial position of the Borrower and and/or the Consolidated Subsidiaries Subsidiaries, as applicable, as at their respective dates and the consolidated and, in the case of any such financial statements prepared in accordance with Generally Accepted Accounting Principles, the 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 Agent and the Banks shall constitute a representation and warranty by the Borrower made on the date the same are furnished to the 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 thereof or otherwise disclosed to each Bank pursuant to Section 7.01(f) or 7.01(h)thereof, neither the Borrower nor any Subsidiary has or had any Liability, contingent or otherwise, or any unrealized or anticipated loss, that, singly or in the aggregate, has had or could reasonably be expected to might have a Materially Adverse Effect on the Borrower and the Consolidated Subsidiaries taken as a whole.