Common use of Historical Financial Statements Clause in Contracts

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of Company and its Subsidiaries as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Company and its Subsidiaries for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes in the case of interim period financial statements. As of the Closing Date, neither Company nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company and any of its Subsidiaries taken as a whole.

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of Company and its Subsidiaries the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Company and its Subsidiaries the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes in the case of interim period financial statementsstatements the absence of footnotes. As of the Closing Date, neither Company Holdings nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company Holdings and any of its Subsidiaries taken as a whole.

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of Company and its Subsidiaries the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Company and its Subsidiaries the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes in the case of interim period financial statements, to the absence of footnotes. As of the Closing Date, neither Company Holdings nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company Holdings and any of its Subsidiaries taken as a whole.

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of Company and its Subsidiaries the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Company and its Subsidiaries the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes in the case of interim period financial statements, the absence of footnotes. As of the Closing Date, neither Company Holdings nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company Holdings and any of its Subsidiaries taken as a whole.

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial FIRST LIEN CREDIT AGREEMENT EXECUTION 59 position, on a consolidated basis, of Company and its Subsidiaries the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Company and its Subsidiaries the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes in the case of interim period financial statementsadjustments. As of the Closing Date, neither Company nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company and any of its Subsidiaries taken as a whole.

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of Company and its Subsidiaries the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Company and its Subsidiaries the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes in the case of interim period financial statementsadjustments. As of the Closing DateDate (and excluding their obligations under the Credit Documents), neither Company Borrower nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not required by GAAP to be, but is in fact not, reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company Borrower and any of its Subsidiaries taken as a whole.

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of Company and its Subsidiaries the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Company and its Subsidiaries the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes in the case of interim period financial statementsadjustments. As of the Closing DateEffective Date (and excluding their obligations under the Credit Documents), neither Company Borrower nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not required by GAAP to be, but is in fact not, reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company Borrower and any of its Subsidiaries taken as a whole.

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of Company and its Subsidiaries the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Company and its Subsidiaries the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments adjustments, and the absence of footnotes except, in the case of interim period such unaudited financial statementsstatements for accompanying notes thereto. As of the Closing Date, neither Company Parent nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is 90 98 material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company Parent and any of its Subsidiaries taken as a whole.

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP (other than the pro forma statements) and fairly present, in all material respects, the financial position, on a consolidated basis, of Company and its Subsidiaries the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Company and its Subsidiaries the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes in the case of interim period financial statements, the absence of footnotes. As of the Closing Date, neither Company Holdings nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and CREDIT AND GUARANTY AGREEMENT EXECUTION which in any such case is material in relation to the business, results of operations, properties, assets, financial condition (financial or otherwise) or prospects of Company Holdings and any of its Subsidiaries taken as a whole.