Common use of Xxxxxxxxx Statements Clause in Contracts

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 other Persons described therein, as of September 30, 2020, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which have been delivered to Agent, present fairly in all material respects the financial position of Holdings and its Subsidiaries at such date and the results of their operations at such date. ​ (d) Since December 31, 2019, there has been no change in the condition, financial or otherwise, of the Loan Parties as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, Equipment and Real Property owned by the Loan Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse. ​

Xxxxxxxxx Statements. Deliver to the Administrative Agent for further distribution to each Lender: (a) The pro forma within 90 days after the end of each fiscal year of the Borrower beginning with the fiscal year ending on December 31, 2020, a consolidated balance sheet of Holdings on Holdings, the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of operations, ​ shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and audited and accompanied by a Consolidated Basis (the report and opinion of KPMG LLP or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “Pro Forma Balance Sheet”) delivered to Agent prior going concern” or like qualification or exception or any qualification or exception as to the Closing Date reflects scope of such audit (except for any such qualification pertaining to impending debt maturities of any Indebtedness occurring within 12 months of such audit or any breach or anticipated breach of any financial covenant); provided, that if the consummation independent auditor provides an attestation and a report with respect to management’s report on internal control over financial reporting and its own evaluation of internal control over financial reporting, then such report may include a qualification or limitation due to the exclusion of any acquired business from such report to the extent such exclusion is permitted under rules or regulations promulgated by the SEC or the Public Company Accounting Oversight Board; (b) within 45 days after the end of each of the Transactions first three fiscal quarters of each fiscal year of the Borrower beginning with the fiscal quarter ending on March 31, 2021, a consolidated balance sheet of Holdings, the Borrower and is accurateits Subsidiaries as at the end of such fiscal quarter, complete and correct the related consolidated statements of operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, setting forth, in each case, in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly reflects presenting in all material respects the financial condition condition, results of Holdings on a Consolidated Basis as operations, shareholders’ equity and cash flows of Holdings, the Closing Date after giving effect to the Transactions, Borrower and has been prepared its Subsidiaries in accordance with GAAP, consistently appliedsubject only to normal year-end audit adjustments and the absence of footnotes; (c) [reserved]; and (d) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of a Compliance Certificate referred to in Section 6.02(a) below, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements. The Pro Forma Balance Sheet has Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied by furnishing (A)(A) the applicable financial statements or other information required by such paragraphs of Parent (or any other direct or indirect parent company of the Borrower) and/or (B)(B) Parent’s (or any other direct or indirect parent company of the Borrower), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC or otherwise made available to the Administrative Agent for delivery to the Lenders, in each case, within the time periods specified in such paragraphs; provided, that with respect to each of clauses (A) and (B) hereof, (i) to the extent such financial statements relate to Parent (or any other direct or indirect parent company of the Borrower), the Compliance Certificate delivered in connection with such financial statements shall either (x) certify that Parent (or such other parent company) is not engaged in any material business operations and that there are no material differences between the information relating to Parent (or such other parent company), on the one hand, and the information relating to Holdings, the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand, except for income taxes, equity transactions and related activity for each or (y) be accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent (or such other parent company), on the one hand, and the information relating to Holdings, the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand, which consolidating information shall be certified by a Responsible Officer of the Borrower as having been certified as accurate, complete and correct fairly presented in all material respects by and (ii) to the President and Chief Financial Officer of Borrowing Agent. All extent such financial statements referred are in lieu of statements required to in this be provided under Section 5.5(a6.01(a), including the related schedules and ​ ​ notes thereto, have been prepared Compliance Certificate delivered in accordance connection 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 statements shall 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 a report of an independent certified public accountantsaccounting firm of nationally recognized standing, copies of which have been delivered report shall satisfy the requirements set forth in Section 6.01(a) as if references in ​ such Section 6.01(a) 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 Borrower therein were references to Parent (or such other Persons described therein, as of September 30, 2020, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which have been delivered to Agent, present fairly in all material respects the financial position of Holdings and its Subsidiaries at such date and the results of their operations at such date. ​ (d) Since December 31, 2019, there has been no change in the condition, financial direct or otherwise, indirect parent company of the Loan Parties as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, Equipment and Real Property owned by the Loan Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse. ​Borrower).

Xxxxxxxxx Statements. (a) The pro forma balance sheet of Holdings the Loan Parties 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 the Loan Parties 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 Treasurer of Borrowing Agentthe General Partner. 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 the Loan Parties 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 for the fiscal years 2024 through and including 2028 were prepared by the Chief Financial Officer Treasurer of Holdingsthe General Partner, 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 Subsidiariesthe Loan Parties, and such other Persons described therein, as of December 31September 30, 20192023, 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 the Loan Parties at such date and the results of their operations for such period. The unaudited consolidated and consolidating balance sheets of Holdings and its Subsidiariesthe Loan Parties, and such other Persons described therein, as of September 30March 31, 2020, 2024 and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which have been delivered to Agent, present fairly in all material respects the financial position of Holdings and its Subsidiaries the Loan Parties at such date and the results of their operations at such date. ​. (d) Since December 31September 30, 20192023, there has been no change in the condition, financial or otherwise, of the Loan Parties as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, Equipment and Real Property owned by the Loan Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse. ​resulted in a Material Adverse Effect.

Xxxxxxxxx Statements. (a) The pro forma balance sheet of Holdings on a Consolidated Basis (the “Pro Forma Balance Sheet”) delivered to Agent prior Borrower has heretofore furnished to the Closing Date reflects Lenders its consolidated balance sheets and related statements of income, stockholder’s equity and cash flows (i) as of and for the consummation fiscal year ended December 31, 2020, audited by and accompanied by the opinion of Deloitte, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the Transactions fiscal year ended March 31, 2021, certified by its chief financial officer. Such financial statements present fairly the financial condition and is accurate, complete results of operations and correct cash flows of the Borrower and fairly reflects its consolidated Subsidiaries as of such dates and for such periods in all material respects respects. Such balance sheets and the financial condition notes thereto disclose all material liabilities, direct or contingent, of Holdings on a Consolidated Basis the Borrower and its consolidated Subsidiaries as of the Closing Date after giving effect to the Transactions, and has been dates thereof. Such financial statements were prepared in accordance with GAAPGAAP applied on a consistent basis, consistently applied. The Pro Forma Balance Sheet has been certified as accuratesubject, complete and correct in all material respects by the President and Chief Financial Officer case 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 unaudited financial statements, to year-end audit adjustments and the absence of footnotes. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma statements of income and cash flows as of and for the period ended March 31, 2021, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the twelve-month cash flow period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on assumptions that are believed by the Borrower on the date hereof 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 Holdingsto be reasonable, are based on underlying assumptions which provide a reasonable basis for the projections therein, and reflect best information available to the Loan Parties’ judgment based on present circumstances Borrower as of the most likely set date of conditions and course of action for the projected period; provideddelivery thereof, the Projections are not accurately reflect all adjustments required to be viewed as facts and that actual results during made to give effect to 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) Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of Holdings the Borrower and its consolidated 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 other Persons described therein, as of September 30, 2020, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which have been delivered to Agent, present fairly in all material respects the financial position of Holdings and its Subsidiaries at such date and the results of their operations at such date. ​ (d) Since December 31, 2019, there has been no change in the condition, financial or otherwise, of the Loan Parties as shown on the consolidated balance sheet as of such date and no change in for such period, assuming that the aggregate value Transactions had actually occurred at such date or at the beginning of machinerysuch period, Equipment and Real Property owned by as the Loan Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse. ​case may be.

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 other Persons described therein, as of September 30, 2020, and the related statements of income, changes in stockholder’s equity, and changes in cash flow for the period ended on such date, copies of which have been delivered to Agent, present fairly in all material respects the financial position of Holdings and its Subsidiaries at such date and the results of their operations at such date. ​. (d) Since December 31, 2019, there has been no change in the condition, financial or otherwise, of the Loan Parties as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, Equipment and Real Property owned by the Loan Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse. ​.

Xxxxxxxxx Statements. The Company has furnished each Purchaser with the following financial statements, identified by a principal financial officer of the Company: (ai) The pro forma a consolidated balance sheet of Holdings on a Consolidated Basis (the “Pro Forma Balance Sheet”) delivered to Agent prior to Company and its Subsidiaries as at the Closing Date reflects the consummation end of Fiscal Year 2021 and consolidated statements of income, stockholders’ equity and cash flows of the Transactions Company and is accurateits Subsidiaries for such Fiscal Year, complete all reported on by Xxxxx Xxxxxxxx LLP; and correct and fairly reflects in all material respects the financial condition of Holdings on (ii) a Consolidated Basis as consolidated balance sheet of the Closing Date after giving effect to Company and its Subsidiaries as at February 26, 2022 and consolidated ​ statements of income, stockholders’ equity and cash flows for the Transactionstwo-month period ended on such date, and has been prepared in accordance with GAAP, consistently appliedby the Company. The Pro Forma Balance Sheet has been certified as accurate, complete Such financial statements (including any related schedules and/or notes) are true and correct in all material respects by the President (subject, as to interim statements, to changes resulting from audits and Chief Financial Officer of Borrowing Agent. All financial statements referred to in this Section 5.5(ayear-end adjustments), including the related schedules and ​ ​ notes thereto, have been prepared in accordance with GAAPgenerally accepted accounting principles consistently followed throughout the periods involved and show all liabilities, except as may be disclosed in such financial statements. (b) The twelve-month cash flow direct and balance sheet projections of Holdings on a Consolidated Basis (the “Projections” and together with the Pro Forma Balance Sheetcontingent, 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 Company and course of action for the projected period; provided, the Projections are not its Subsidiaries required to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from shown in accordance with such Projections and that the differences may be material. (c) principles. The audited consolidated and consolidating balance sheets fairly present the condition of Holdings the Company and its Subsidiaries, and such other Persons described therein, Subsidiaries as of December 31, 2019at the dates thereof, and the related statements of income, changes in stockholder’s equity, stockholders’ equity and changes in cash flow for flows fairly present the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies results 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 operations of Holdings the Company 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 other Persons described therein, as of September 30, 2020, and the related statements of income, changes in stockholder’s equity, and changes in cash flow flows for the period ended periods indicated. Since March 1, 2022, neither the Company nor any Subsidiary of the Company has paid or declared any dividend on such dateany shares of its capital stock or made any other distribution on account of any shares of its capital stock (other than dividends or distributions payable solely to the Company or a Wholly-Owned Subsidiary of the Company) or redeemed, copies purchased, retired or otherwise acquired any shares of which have its capital stock or any warrants, rights or options to acquire, or securities convertible into or exchangeable for, any shares of its capital stock (other than from the Company or a Wholly-Owned Subsidiary of the Company). There has been delivered to Agentno material adverse change in the business, present fairly in all material respects property or assets, condition (financial or otherwise), operations or prospects of the financial position of Holdings Company and its Subsidiaries at such date and the results of their operations at such date. ​ (d) Since taken as a whole since December 3125, 2019, there has been no change in the condition, financial or otherwise, of the Loan Parties as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, Equipment and Real Property owned by the Loan Parties, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has been materially adverse. ​2021.