Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.
(b) Its Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant period.
(c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements.
(d) Its most recent financial statements delivered pursuant to clause 22.1 (Financial statements):
(i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and
(ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.
(e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied.
(f) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).
Original Financial Statements. Its Original Financial Statements were prepared in accordance with GAAP which has been consistently applied (unless and to the extent expressly disclosed to the Facility Agent in writing to the contrary before the Original Execution Date) and fairly present in all material respects the consolidated financial position of the group of companies to which they relate at the date as of which they were prepared and/or (as appropriate) the results of operations and changes in financial position during the period for which they were prepared.
Original Financial Statements. 18.8.1 The Original Financial Statements were prepared in accordance with GAAP or, as the case may be, IFRS consistently applied.
18.8.2 The audited Original Financial Statements give a true and fair view of the consolidated financial condition and results of operations of the Group during the relevant financial year.
18.8.3 There has been no material adverse change in its assets, business or financial conditions (or the assets, business or consolidated financial condition of the Group) since the date of the Original Financial Statements.
Original Financial Statements. (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.
(b) Its unaudited Original Financial Statements fairly represent its financial condition and results of operations for the relevant financial quarter.
(c) Its audited Original Financial Statements (as relevant) give a true and fair view of its financial condition and results of operations during the relevant financial year.
(d) There has been no material adverse change in its assets, business or financial condition since the date of the Original Financial Statements.
(e) Its most recent financial statements delivered pursuant to Clause 22.1 (Financial Statements):
(i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and
(ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.
(f) Since the date of the most recent financial statements delivered pursuant to Clause 22.1 (Financial Statements) there has been no material adverse change in the business, assets or financial condition of the Group.
Original Financial Statements. (a) The Sponsor’s Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied throughout the period covered thereby, and fairly present the financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby. As of the date of the Sponsor’s Original Financial Statements, there were no material contingent obligations, liabilities for taxes, extraordinary forward or long-term commitments, or unrealized or anticipated losses of the Parent or any of its Subsidiaries except as disclosed therein and adequate reserves for such items have been made in accordance with Accounting Principles.
(b) Since December 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect or a Sponsor Material Adverse Effect.
(c) The Borrower’s most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 (Financial statements) have been prepared in accordance with the Accounting Principles consistently applied throughout the period covered thereby, and fairly present the financial condition of the Borrower as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustments).
(d) The Sponsor’s most recent financial statements delivered pursuant to paragraphs (a)(i) and (ii) of Clause 24.1 (Financial statements) have been prepared in accordance with the Accounting Principles consistently applied throughout the period covered thereby, and fairly present the financial condition of the Group as of the date thereof and its results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with the Accounting Principles consistently applied throughout the period covered thereby (subject, in the case of unaudited financial statements, to the absence of footnotes and to year-end audit adjustments).
Original Financial Statements. (a) The consolidated financial statements most recently delivered to the Facility Agent:
(i) present a true and fair view (in the case of audited financial statements) or fairly present (in the case of unaudited financial statements) the consolidated financial position of the Reporting Entity (as defined in Schedule 16 (Definitions) at the date to which they were drawn up; and
(ii) have been prepared in all material respects in accordance with IFRS.
(b) There has been no material adverse change in the consolidated financial position of the Group (taken as a whole) since the date of the Original Financial Statements which would or is reasonably likely to have a Material Adverse Effect. This is not a Repeating Representation.
Original Financial Statements. (a) The Original Financial Statements were prepared in accordance with GAAP consistently applied.
(b) The Original Financial Statements fairly present in all material respects the financial condition and operations of the Group taken as a whole as at the date thereof.
(c) There has been no material adverse change in the assets, business or consolidated financial condition of the Group since December 31, 2011.
Original Financial Statements. Its Original Financial Statements (other than the Pro Forma Financial Statements) were prepared in accordance with GAAP and consistently applied (unless and to the extent expressly disclosed to the Agent in writing to the contrary before the date of this Agreement) and in the case of audited financial statements present a true and fair view of, or (in the case of unaudited financial statements) fairly present, the consolidated financial position of such Obligor or, as the case may be, the Group at the date as of which they were prepared and/or (as appropriate) the results of operations and changes in financial position during the period for which they were prepared.
Original Financial Statements. (a) The Original Financial Statements were prepared in accordance with applicable GAAP consistently applied.
(b) The audited Original Financial Statements give a true and fair view of the consolidated financial condition and results of operations of the Guarantor during the relevant financial year.
(c) There has been no material adverse change in the assets, business or financial condition of the Guarantor since the date of the Original Financial Statements to a level that adversely effects the ability of any Obligor to perform its obligations under the Finance Documents.
Original Financial Statements. Save as disclosed in the Disclosure Letter, the financial statements of the Target referred to in paragraph (c) of the definition of Original Financial Statements, to the best of its knowledge and belief:
16.12.1 were prepared in accordance with accounting principles generally accepted in England and Wales and consistently applied;
16.12.2 disclose all material liabilities (contingent or otherwise) and all material unrealised or anticipated losses of the Target and the CWC ConsumerCo Business; and
16.12.3 save as disclosed therein, give a true and fair view of the financial condition and operations of the Target and the CWC ConsumerCo Business during the period to which such financial statements relate.
