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, neither Xerium 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 Xerium and any of its Subsidiaries taken as a whole.

Appears in 6 contracts

Samples: Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc), Credit and Guaranty Agreement (Xerium Technologies Inc)

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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 adjustments. As of the Closing Date, neither Xerium Holdings nor any of its 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 which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Xerium Holdings and any of its Subsidiaries taken as a whole.

Appears in 5 contracts

Samples: Second Lien Credit and Guaranty Agreement (RadNet, Inc.), Credit Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.)

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 adjustments. As of the Closing Date, neither Xerium Company 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 which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Xerium Company and any of its Subsidiaries taken as a whole.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (Entravision Communications Corp), Credit and Guaranty Agreement (Ipc Acquisition Corp), Credit and Guaranty Agreement (Carmike Cinemas Inc)

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 adjustments. As of the Closing Datedate hereof, neither Xerium Company 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 which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Xerium Company and any of its Subsidiaries taken as a whole.

Appears in 3 contracts

Samples: First Lien Credit and Guaranty Agreement (X Rite Inc), First Lien Credit and Guaranty Agreement (X Rite Inc), First Lien Credit and Guaranty Agreement (X Rite Inc)

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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 adjustments. As of the Closing Date, neither Xerium Parent 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 which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Xerium Parent and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Ambassadors International Inc)

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 adjustments. As of the Closing Funding Date, neither Xerium the Sponsor 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 which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Xerium the Sponsor and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Atlantic Power Corp)

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