Financial Condition, etc. Each Guarantor has knowledge of the Borrower’s and each other Guarantor’s financial condition and affairs and has adequate means to obtain from each such Person on an ongoing basis information relating thereto and to each such Person’s ability to pay and perform the Obligations, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guarantee is in effect. Each Guarantor acknowledges and agrees that the Lender shall have no obligation to investigate the financial condition or affairs of the Borrower or any other Guarantor for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition or affairs of each such Person that might become known to the Lender at any time, whether or not the Lender knows or believes or has reason to know or believe that any such fact or change is unknown to such Guarantor, or might (or does) materially increase the risk of such Guarantor as guarantor, or might (or would) affect the willingness of such Guarantor to continue as a guarantor of the Obligations.
Financial Condition, etc. Each Guarantor has knowledge of each other Obligor’s financial condition and affairs and that it has adequate means to obtain from the each such Obligor on an ongoing basis information relating thereto and to such Obligor’s ability to pay and perform the Obligations, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect. Each Guarantor acknowledges and agrees that the Secured Parties shall have no obligation to investigate the financial condition or affairs of any Obligor for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition or affairs of any other Obligor that might become known to any Secured Party at any time, whether or not such Secured Party knows or believes or has reason to know or believe that any such fact or change is unknown to such Guarantor, or might (or does) materially increase the risk of such Guarantor as guarantor, or might (or would) affect the willingness of such Guarantor to continue as a guarantor of the Obligations.
Financial Condition, etc. (a) Borrower has heretofore delivered to the Revolving Credit Lenders (i) the audited consolidated balance sheets of Borrower and the Subsidiaries as of December 31, 2001 and the related statements of earnings, changes in stockholders’ equity and cash flows for the fiscal years ended on those dates, together with reports thereon by Xxxxxx Xxxxxxxx LLP, certified public accountants, and (ii) the unaudited consolidated balance sheets of Borrower and the Subsidiaries as of June 30, 2002, and the related statements of earnings and cash flows for the fiscal periods ended on June 30, 2002. All of said financial statements, including in each case the related schedules and notes, are true, complete (in the case of year-end financial statements) and correct in all material respects, have been prepared in accordance with GAAP consistently applied and present fairly the financial position of Borrower and the Subsidiaries as of the respective dates of said balance sheets and the results of their operations for the respective periods covered thereby, subject (in the case of interim statements) to period-end audit adjustments and the absence of footnotes.
Financial Condition, etc. (A) Borrower has delivered to the Lenders (1) the audited consolidated balance sheets of Borrower as of December 31, 1996, December 31, 1997 and December 31, 1998, and the related statements of earnings, changes in stockholders' equity and cash flows for the fiscal years ended on those dates, together with reports thereon by KPMG LLP, certified public accountants and (2) unaudited consolidated balance sheet of Borrower as of June 30, 1998 and June 30, 1999 and the related statements of earnings, changes in stockholders' equity and cash flows for the fiscal quarters ended on such dates. All of said financial statements, including in each case the related schedules and notes, are true, complete and correct and have been prepared in accordance with 57 -51- GAAP consistently applied and present fairly the financial position of Borrower as of the respective dates of said balance sheets and the results of their operations for the respective periods covered thereby, subject (in the case of interim statements) to period-end audit adjustments.
Financial Condition, etc. The Buyer has, as of the date hereof, received and provided the Company with true and correct copies of executed commitment letters (the "Commitment Letters") from certain institutional lenders and investors with respect to secured bank facilities, unsecured subordinated debt financing and equity financing (such persons being collectively referred to as the "Financing Sources") and, subject to its receipt of the financing contemplated by the Commitment Letters, will have as of the Closing Date funds in an aggregate amount sufficient to (i) pay the Purchase Price and all contemplated fees and expenses related to the transactions contemplated by this Agreement and (ii) provide adequate working capital for the Business.
Financial Condition, etc. No Material Adverse Effect, in the judgment of the Required Lenders, shall have occurred since October 31, 2009.
Financial Condition, etc. Each of the Obligors has heretofore furnished to the Lender its audited consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for the fiscal year ended December 31, 2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of each of the Obligors and its Subsidiaries as of such date and for such fiscal year in accordance with IFRS.
Financial Condition, etc. The Buyer has as of the date hereof and MergeCo will have as of the Closing sufficient funds in an aggregate amount sufficient to (i) pay the Merger Consideration and all contemplated fees, expenses and other amounts related to the transactions contemplated by this Agreement and (ii) provide adequate working capital for the Business.
Financial Condition, etc. (a) Borrower has heretofore delivered to the Lenders (A) the audited consolidated balance sheets of Parent and its Subsidiaries as of May 31, 2002 and May 31, 2003, and the related statements of operations, stockholders' equity (deficit) and cash flows for the fiscal years ended on May 31, 2001, May 31, 2002 and May 31, 2003, together with reports thereon by Deloitte & Touche LLP, certified public accountants, and (B) the unaudited consolidated balance sheets of Parent and its Subsidiaries as of August 31, 2003 and November 30, 2003, and the related statements of operations and cash flows for the fiscal periods ended on August 31, 2002, August 31, 2003, November 30, 2002 and November 30, 2003. All of said financial statements, including in each case the related schedules and notes, have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial position of Parent and its Subsidiaries as of the respective dates of said balance sheets and the results of their operations and cash flows for the respective periods covered thereby, subject (in the case of interim statements) to period-end audit adjustments and the absence of footnotes.
Financial Condition, etc. 3-D has delivered to each Seller true, correct and complete copies of the Registration Statement, including the Prospectus. The financial statements of 3-D contained in the Prospectus, as described therein, fairly present the financial condition of 3-D as of their respective dates and the results of operations and cash flows of 3-D for the periods covered thereby. Such financial statements have been prepared from the books and records of 3-D and its subsidiaries in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby. Since June 30, 1996, there has been no material adverse change in the business or financial condition of 3-D and its subsidiaries, taken as a whole. As of its date, the Registration Statement, including the Prospectus, complied as to form in all material respects with all applicable requirements of the Act and the rules and regulations of the SEC thereunder, and the Prospectus did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer was incorporated on November 27, 1996, has conducted no business or operations and has no material assets or liabilities. Each amendment or supplement to the Registration Statement and Prospectus delivered to Sellers pursuant to Section 7.3 will, as of its respective date, comply as to form in all material respects with all applicable requirements of the Act and the rules and regulations of the SEC thereunder, and no amended or supplemented prospectus included therein will include an untrue statement of a material fact or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
