Compliance with GAAP. The Financials (including any notes thereto) have been prepared in accordance with GAAP, consistently applied throughout the period involved, and fairly present the consolidated financial position and results of the operations of the Target Companies in accordance with GAAP (subject, in each case, in the case of the Interim Financials, to the absence of footnotes and to year-end and periodic reclassifications and adjustments.
Compliance with GAAP. The audited consolidated financial statements (including the related notes and supporting schedules, if any) of the Company, Mammoth Pacific, L.P., Steamboat Development Corp., Ormesa Geothermal, Ormesa Geothermal II, GEM Resources LLC and East Mesa Partners contained in the Offering Materials have been prepared in conformity with GAAP and fairly present the financial condition, results of operations and cash flows of such entities as of and for the dates set forth therein. The pro forma financial statements contained in the Offering Materials have been prepared on a basis consistent with the historical financial statements contained in the Offering Materials (except for the pro forma adjustments specified therein) and to the knowledge of the Company and the Guarantors, include all material adjustments to the historical financial statements required by Rule 11-02 of Regulation S-X under the Securities Act and the Exchange Act to reflect the transactions described in the Offering Materials.
Compliance with GAAP. The Seller represents and warrants that, -------------------- except for liabilities and obligations set forth in the Financial Statements, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), which are required by generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of such generally accepted accounting principles ("GAAP") to be set forth on a balance sheet of the Company or in the notes thereto and which, individually or in the aggregate, would have a material adverse effect on the business, properties, assets, financial condition or results of operations of the Company, taken as a whole, or on the ability of the Company to perform in all material respects its obligations under the Original Agreement, as affected by this Agreement, or under the Management Agreement (a "Material Adverse Effect"). Except as previously disclosed in writing to the Purchaser, there has been no event or condition, following the date of the most recent Financial Statements, in connection with the business, operations or assets of the Company that, individually or in the aggregate, would have a Material Adverse Effect (a "Material Adverse Change").
Compliance with GAAP. The General Partner represents and warrants -------------------- that, except for liabilities and obligations set forth in the Financial Statements, the Company and the Controlling Partnership have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), which are required by generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of such generally accepted accounting principles ("GAAP") to be set forth on a balance sheet of the Company or of the Controlling Partnership, as applicable, or in the notes thereto and which, individually or in the aggregate, would have a material adverse effect on the business, properties, assets, financial condition or results of operations of the Company or of the Controlling Partnership, taken as a whole, or on the ability of the Company or of the Controlling Partnership to perform in all material respects its obligations under the Original Agreement, as amended and affected by the First Amendment, and as further amended and affected by this Agreement, or under the Management Agreement (a "Material Adverse Effect"). The General Partner represents and warrants that, except as previously disclosed in writing to Apple, there has been no event or condition, following the date of the most recent Financial Statements, in connection with the business, operations or assets of the Company or the Controlling Partnership that, individually or in the aggregate, would have a Material Adverse Effect (a "Material Adverse Change").
Compliance with GAAP. The Seller shall treat the conveyance of the -------------------- Receivable Interests in the Receivables and the Collections under this Agreement as a sale for purposes of GAAP.
Compliance with GAAP. The Financials (including any notes thereto) (i) have been derived from and are consistent with the books and records of the Acquired Companies, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods involved and (iii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flow for the periods then-ended in accordance with GAAP applied consistently applied throughout the periods involved (subject, in the case of the Interim Financials, to the absence of statements of cash flows and stockholder equity and footnotes, and to normal year-end and periodic reclassifications and adjustments, which individually or in the aggregate, are not material).
Compliance with GAAP. The audited consolidated financial statements (including the related notes and supporting schedules) of the Company and its consolidated Subsidiaries delivered to the Lenders pursuant to Section 4.12, have been prepared in conformity with GAAP applied on a consistent basis throughout the periods indicated and fairly present, in all material respects, the financial condition, results of operations and cash flows of the Company and its consolidated Subsidiaries as of and for the dates set forth therein.
Compliance with GAAP. All information used in and the calculation of Borrower's compliance with all financial covenants hereunder shall be based on and in accordance with GAAP.
Compliance with GAAP. The Mecar SA Unaudited Financials, the Mecar, Inc. Unaudited Financials, the Non-Mecar Unaudited Financials, and the Interim Financials (collectively, the “Financial Statements”) (i) were prepared in accordance with GAAP (subject, in the case of the Interim Financials, to normal year-end audit adjustments and the absence of footnotes) and (ii) fairly present, in all material respects, the financial position of each of the Subsidiaries as of the respective dates thereof and the results of the operations of each of the Subsidiaries and changes in financial position for the respective periods covered thereby. The Mecar SA Statutory Financials were prepared in accordance with Belgian generally accepted accounting principles and fairly present, in all material respects, the financial position of Mecar SA as of the respective dates thereof and the results of the operations of Mecar SA and changes in financial position for the respective periods covered thereby.
Compliance with GAAP. The SA Unaudited Financials, the USA Unaudited Financials and the Interim Financials (collectively, the “Financial Statements”) (i) were prepared in accordance with GAAP (subject, in the case of the Interim Financials, to normal year-end audit adjustments and the absence of footnotes) and (ii) fairly present, in all material respects, the financial position of each USA and SA as of the respective dates thereof and the results of the operations of each of USA and SA and changes in financial position for the respective periods covered thereby. The SA Statutory Financials were prepared in accordance with Belgian generally accepted accounting principles and fairly present, in all material respects, the financial position of SA as of the respective dates thereof and the results of the operations of SA and changes in financial position for the respective periods covered thereby.
