Financial Condition Clause Samples

Financial Condition. There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower.

Financial Condition. The Seller has heretofore furnished to the Buyer a copy of (a) its and the Guarantor’s consolidated balance sheets for the fiscal year of the Seller ended December 31, 2016 (the “Financial Statement Date”) and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such fiscal year, with the opinion thereon of Deloitte & Touche LLP and (b) the Seller’s and the Guarantor’s consolidated balance sheets and the consolidated balance sheets of their consolidated Subsidiaries for the quarterly fiscal periods of the Seller and the Guarantor ended March 31, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Seller and the Guarantor for such quarterly fiscal periods. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Seller and the Guarantor and their Subsidiaries and the consolidated results of their operations as at such dates and for such fiscal periods, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments, as applicable). Since the Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Seller taken as a whole from that set forth in the financial statements delivered for the fiscal year of the Seller ending on such date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rat...

Financial Condition. (a) Each of (i) the audited consolidated financial statements of the Company and its Subsidiaries dated December 31, 2020, and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year ended on that date, reported on by PricewaterhouseCoopers LLP, independent public accountants and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries dated June 30, 2021, and the related consolidated statements of income, shareholders’ equity and cash flows for the period ended on that date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of such unaudited financial statements, to ordinary, good faith year end and audit adjustments and the absence of footnote disclosure; (ii) fairly present in all material respects the financial condition, results of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date thereof. (b) Each of (x) the December 31, 2020 Annual Statement of each Insurance Subsidiary and (y) the June 30, 2021 Quarterly Statement of each Insurance Subsidiary (collectively, the “Historical Statutory Statements”): (i) were prepared in accordance with SAP, except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end adjustments; and (ii) were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and changes in Capital and Surplus of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or ...

Financial Condition. (i) The audited consolidated balance sheet of the Borrower as at December 31, 2024, and the related consolidated statements of income and cash flows for the fiscal year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as of March 31, 2025 and the related consolidated statements of income and cash flows for the fiscal quarter then ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (as then in effect) (other than with respect to the absence of footnotes and subject to normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein). As of the Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and/or its Subsidiaries prior to the date hereof, neither the Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the financial statements referred to above in this paragraph.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended September 30, 2020 (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the beginning of such period (in the case of the statement of income)) to the consummation of the Transactions and the payment of fees and expenses in connection therewith. The Pro Forma Financial Statements have been prepared in good faith and are based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial condition and results of operations of Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended at September 30, 2020, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as applicable. (b) The audited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at December 31, 2019, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at March 31, 2020, June 30, 2020 and September 30, 2020, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the three-month periods ended on such dates, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as at such dates, and the consolidated results of its operations and its consolidated cash flow for the three-month periods th...

Financial Condition. (a) The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young, a copy of which has been furnished to the Obligee, fairly and accurately present the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. (b) In the event the Issuance Date occurs after May 15, 1997: The unaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at March 31, 1997, and the related consolidated statements of income and cash flows for the three months then ended, a copy of which has been delivered to the Obligee, fairly and accurately presents the consolidated financial condition of the Company and its con- solidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three months, then ended (subject to normal year-end adjustments) and a Responsible Officer has so certified to the Obligee. (c) All such financial statements described in clauses (a) and (b) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP ap- plied consistently throughout the periods involved (except for such inconsistencies as approved by such accountants or Respon- sible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual for- ward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or in Schedule 4.1. Since December 31, 1996, there has been no sale, transfer or other disposition or agreement therefor by the Company or any of its consolidated Subsidiaries of any ma- terial part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) which is material in rela- tion to the consolidated financial condition of the Company and its consolidated Subsidiaries at December 31, 1996, ...

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2011 (including the notes thereto)(the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared in good faith based on information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of the Borrower and its Subsidiaries as of March 31, 2011. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2010, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2011, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the results of their operations and cash flows for the three-month period then ended (subject to normal year‑end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long‑term leases or unusual forward or long‑term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the date hereof. During the period from March 31, 2011 to and including the date hereof there has been no Disposition by the Borrower of any material part of its busi...

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as of December 31, 2006, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, reported on by Ernst & Young LLP, independent public accountants, copies of which have been furnished to the Administrative Agent and the Lenders prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negative revision in the proven reserves of crude oil and natural gas of the Company effected as of or prior to December 31, 2003 by an amount equal to approximately 1.83 trillion cubic feet equivalent and (ii) the manner in which the Company reported changes to the accounting for various hedging transactions and related ceiling test impairment charges. (b) The consolidated balance sheets of the Company and its consolidated Subsidiaries as of September 30, 2007, and the related consolidated statements of income and cash flows of the Company and its consolidated Subsidiaries for the fiscal period then ended, copies of which have been furnished to the Administrative Agent on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date and the consolidated results of the operations of the Company and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied (except as approved by the chief financial officer of such entity and as disclosed therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure, excluding for purposes of this representation the effect of any subsequent revisions or restatements thereto that may be required by the SEC with respect to (i) the accounting treatment relating to the negat...