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 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 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. As of the Closing Date, other than this Agreement and the transactions contemplated hereby, 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 that 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 the Persons described in such financial statements Company and its Subsidiaries as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein 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 adjustmentsadjustments and the absence of footnotes in the case of interim period financial statements. As of the Closing Date, other than this Agreement and the transactions contemplated hereby, 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 that 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 the Persons described in such financial statements Borrower and its consolidated Subsidiaries as at the respective dates thereof and the their results of operations and cash flowsflows and changes in stockholders equity, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to the absence of footnotes and changes resulting from audit and normal year-end adjustments. As of the Closing Date, other than this Agreement and the transactions contemplated hereby, neither Company Borrower nor any of its Subsidiaries has any contingent liability or liability for taxesTaxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and that 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 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 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-year end adjustmentsadjustments and the absence of footnotes. As of the Closing Date, other than this Agreement and the transactions contemplated hereby, neither Company Borrower nor any of its Subsidiaries has any contingent liability or liability for taxes, long-long term lease or unusual forward or long-long term commitment that is not reflected in the Historical Financial Statements or the notes thereto and that which in any such case is material in relation to the business, operations, properties, assetsassets and, condition (financial condition or otherwise) or of the Company and 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 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 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. As of the Closing Date, other than this Agreement and the transactions contemplated herebyexcept as set forth on Schedule 4.7, neither Company Holdings nor any of its Subsidiaries has any contingent ------------ liability or liability for taxes, long-term lease or unusual forward or long-long- term commitment that is not reflected in the Historical Financial Statements or the notes thereto and that 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 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 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. As of the Closing Date, other than this Agreement and the transactions contemplated herebyexcept as set forth on SCHEDULE 4.7, 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 that 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 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 the entities described therein for each of the periods then endedas of the dates and for the periods to which they relate, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, other than this Agreement and neither the transactions contemplated hereby, 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 that in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Company and any of its Subsidiaries taken as a whole.

Historical Financial Statements. The Historical Financial Statements historical financial statements delivered to the Administrative Agent pursuant to Section 3.1(l) were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of 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 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. As of the Closing Date, other than this Agreement and the transactions contemplated hereby, neither Company Borrower nor any of its Subsidiaries has any contingent liability or liability for taxes, long-long term lease or unusual forward or long-long term commitment that is not reflected in the Historical Financial Statements such historical financial statements or the notes thereto and that 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 the Persons described in such financial statements Historical Financial Statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statementsHistorical Financial Statements, to the absence of footnotes and to changes resulting from audit and normal year-end adjustments. As of the Closing Date, other than this Agreement and the transactions contemplated hereby, 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 that 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 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 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. As Except a otherwise disclosed to the Administrative Agent as of the Closing Date, other than this Agreement and the transactions contemplated hereby, 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 reflected in the Historical Financial Statements or the notes thereto and that 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 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 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-year end adjustmentsadjustments and the absence of footnotes. As of the Closing Date, other than this Agreement and the transactions contemplated hereby, neither Company Borrower nor any of its Restricted Subsidiaries has any contingent liability or liability for taxesTaxes, long-long term lease or unusual forward or long-long term commitment that is not reflected in the Historical Financial Statements or the notes thereto and that 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 Restricted Subsidiaries taken as a whole.