Xxxxxxxxx Statements. (a) The pro forma balance sheet of Holdings on a Consolidated Basis (the “Pro Forma Balance Sheet”) delivered to Agent prior to the Closing Date reflects the consummation of the Transactions and is accurate, complete and correct and fairly reflects in all material respects the financial condition of Holdings on a Consolidated Basis as of the Closing Date after giving effect to the Transactions, and has been prepared in accordance with GAAP, consistently applied. The Pro Forma Balance Sheet has been certified as accurate, complete and correct in all material respects by the President and Chief Financial Officer of Borrowing Agent. All financial statements referred to in this Section 5.5(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP, except as may be disclosed in such financial statements.
(b) The twelve-month cash flow and balance sheet projections of Holdings on a Consolidated Basis (the “Projections” and together with the Pro Forma Balance Sheet, collectively, the “Pro Forma Financial Statements”) delivered to Agent prior to the Closing Date were prepared by the Chief Financial Officer of Holdings, are based on underlying assumptions which provide a reasonable basis for the projections therein, and reflect the Loan Parties’ judgment based on present circumstances of the most likely set of conditions and course of action for the projected period; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material.
(c) The audited consolidated and consolidating balance sheets of Holdings and its Subsidiaries, and such other Persons described therein, as of December 31, 2019, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application to which such accountants concur) and present fairly in all material respects the financial position of Holdings and its Subsidiaries at such date and the results of their operations for such period. The unaudited consolidated and consolidating balance sheets of Holdings and its Subsidiaries, and such...
Xxxxxxxxx Statements. The financial statements of the Company included in the Prospectus present fairly in all material respects the financial position of the Company as of the date indicated and the results of its operations for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis.
Xxxxxxxxx Statements. As soon as available, but in any event within sixty (60) days after the end of each fiscal year of the Borrower and within forty-five (45) days after the end of each of the first three fiscal quarters of the Borrower, the Borrower shall deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent, an unaudited statement of assets and liabilities as at the end of such fiscal year or fiscal quarter, as applicable, in reasonable detail and certified by a Responsible Officer as fairly presenting in all material respects the assets and liabilities of the Borrower, each in form and detail reasonably satisfactory to the Administrative Agent.
Xxxxxxxxx Statements. Borrower has furnished to each Lender the [audited] annual financial statements of Borrower for the years ended [date] and [date]. Such financial statements fairly present the financial condition of Borrower as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied. Since [date of last audit], there have been no changes with respect to Borrower which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect.21
Xxxxxxxxx Statements. Acquired Corporation has delivered to Acquirer and Parent the most recent consolidated financial statements of Acquired Corporation as of December 31, 2020 (the “Acquired Corporation Financial Statements”). The Acquired Corporation Financial Statements:
(a) Fairly and accurately present the financial position of Acquired Corporation as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, and the results of operations, changes in shareholders’ equity, and cash flow of Acquired Corporation as at the dates and as of the periods specified;
(b) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and
(c) were prepared in accordance with GAAP.
Xxxxxxxxx Statements. Parent has delivered to Member the Recent SEC Report containing consolidated financial statements of Parent as of December 31, 2020 (the “Parent Financial Statements”). The Parent Financial Statements:
(a) Fairly and accurately present the financial position of Parent as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, and the results of operations, changes in shareholders’ equity, and cash flow of Parent as at the dates and as of the periods specified;
(b) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and
(c) were prepared in accordance with GAAP.
Xxxxxxxxx Statements. Furnish to the Administrative Agent for delivery to the Lenders:
(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Guarantor, a copy of (i) the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries, (ii) the audited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries and a copy of the separate unaudited balance sheet (or, if audited financial statements are otherwise prepared or required to be prepared for such Unrestricted Subsidiary, audited balance sheet) of each Unrestricted Subsidiary, in each case as at the end of such year, and (iii) the related audited (or, in the case of any Unrestricted Subsidiary for which audited statements are not required by this Section 6.1(a), unaudited) consolidated statements of income and of cash flows for the Borrower and the Guarantor, respectively, for such year, setting forth in each case in comparative form the figures for the previous year, reported on for such fiscal year without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by the Borrower’s and the Guarantor’s independent certified public accountants of nationally recognized standing; and
(b) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Guarantor (other than the last fiscal quarter of each fiscal year), a copy of (i) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries, (ii) the unaudited consolidated balance sheet of the Guarantor and its consolidated Subsidiaries, and a copy of the separate unaudited consolidated balance sheet of each Unrestricted Subsidiary, in each case as at the end of such quarter, and (iii) the related unaudited statements of income and of cash flows for the Borrower and the Guarantor, respectively, for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as having been prepared in accordance with GAAP (subject to normal year-end audit adjustments). All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (exce...
Xxxxxxxxx Statements.
(a) Section 3.6(a) of the Company Disclosure Schedule sets forth the following financial statements (the “Financial Statements”): (i) the balance sheet of the Company as of December 31, 2019, and the related statement of income for the year ending December 31, 2019 (the “Most Recent Financial Statements”), (ii) the balance sheet of the Company as of December 31, 2018, and the related statement of income for the year ending December 31, 2018, (iii) the unaudited balance sheet of the Company as of September 30, 2020 (the “Balance Sheet Date”), and the related unaudited statements of income, stockholders’ equity and cash flows, respectively, for the nine (9)-month period ended on such date (the “Most Recent Unaudited Financial Statements”). Each of the Financial Statements has been prepared in accordance with GAAP applied on a basis consistent with prior periods and fairly presents in all material respects the consolidated financial condition of the Company as of its respective date and the consolidated results of operations and stockholders’ equity, or cash flows, as the case may be, of the Company for the period covered thereby, subject, in the case of the Most Recent Unaudited Financial Statements, to the absence of footnote disclosure and to normal, recurring end-of-period adjustments which are not, individually or in the aggregate, material.
(b) The financial books and records of the Company have been maintained in accordance with customary business practices of Persons similarly situated to the Company and fairly and accurately reflect, in all material respects, on a basis consistent with past periods and throughout the periods involved, (i) the consolidated financial position of the Company and (ii) all transactions of the Company, including all transactions between the Company and a Securityholder. The Company has not received any advice or notification from its independent accountants that it has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the books and records of the Company any properties, assets, liabilities, revenues, expenses, equity accounts or other accounts.
(c) The Company does not have any material Liabilities (whether or not the subject of any other representation or warranty hereunder), except for Liabilities (i) reflected in the Most Recent Unaudited Financial Statements, (ii) set forth in Section 3.6(c) of the Company Disclosure Schedule, (iii) incurred in t...
Xxxxxxxxx Statements. PERA has made available or delivered to GC accurate, true and complete copies of (i) PERA’s unaudited balance sheet at December 31, 2019; (ii) PERA’s unaudited profit and loss and cash flow statement for the year ended December 31, 2019 (the “Annual PERA Financials”); and (iii) unaudited financial statements consisting of the balance sheet of PERA as at April 30, 2020, and the related statements of income and retained earnings, equity and cash flow for the four-month period then ended (the “Interim PERA Financials” and together with the Annual PERA Financials, the (“PERA Financials”)). The PERA Financials have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis throughout the period involved, subject, in the case of the Interim PERA Financials, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statements). The PERA Financials are based on the books and records of PERA and present the financial condition of PERA as of the respective dates they were prepared and the results of the operations of PERA for the periods indicated to the best of PERA’s Knowledge. The balance sheet of PERA as of December 31, 2019, is referred to herein as the “PERA Balance Sheet” and the date thereof as the “PERA Balance Sheet Date” and the balance sheet of PERA as of April 30, 2020, is referred to herein as the “PERA Interim Balance Sheet” and the date thereof as the “PERA Interim Balance Sheet Date.”
Xxxxxxxxx Statements. Each of the financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports (the "Company Financial Statements"), (x) was prepared in accordance with GAAP and (y) fairly presented the financial position of Company as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, consistent with the books and records of the Company, except that the unaudited interim financial statements were or are subject to normal year-end adjustments. The balance sheet of the Company contained in the Company's Form 10-KSB for the year ended July 31, 2004 is hereinafter referred to as the "Company Balance Sheet."
