Common use of Financial Condition; Financial Statements Clause in Contracts

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for the fiscal quarters ending March 31, 2017 and June 30, 2017 and (iii) the Projections. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, 2013 and (ii) unaudited interim consolidated financial statements of the Borrower for the fiscal quarters ending March 31, 2017 and June 30, 2017 and (iii) the Projections. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for 2010 and with respect to the fiscal quarters ending quarter ended March 31, 2017 and June 30, 2017 2011 and (iiiii) the Projections. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for the fiscal quarters ending March 31, 2017 and June 30, 2017 and (iii) the Projections. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for 2012 and with respect to the fiscal quarters ending quarter ended March 31, 2017 and June 30, 2017 2013 and (iiiii) the Projections. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 20162012 and with respect to the fiscal quarter ended September 30, 2013 and (ii) unaudited interim consolidated financial statements of the Borrower for the fiscal quarters ending March 31, 2017 and June 30, 2017 and (iii) the Projections. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for 2011 and with respect to the fiscal quarters ending March 31, 2017 and quarter ended June 30, 2017 and (iii) the Projections2012. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The (a) On and as of the date of each Credit Event, on a PRO FORMA basis after giving effect to all Indebtedness incurred, and to be incurred, by Borrower has heretofore furnished and the Subsidiaries in connection therewith, (x) the sum of the assets, at a fair valuation, of Borrower and the Subsidiaries taken as a whole will exceed their debts, (y) Borrower and the Subsidiaries taken as a whole will not have incurred or intended to, or believe that they will, incur debts beyond their ability to pay such debts as such debts mature and (z) Borrower and the Lenders Subsidiaries taken as a whole will not have unreasonably small capital with which to conduct their business. (b) (i) the financial statements with respect to the The consolidated balance sheet of Borrower and its the Subsidiaries at December 31, 1995 and the related consolidated statements of operations and cash flows of Borrower and the Subsidiaries for the fiscal year ended December 31as of such date, 2016which have been examined by Coopers & Lybrand L.L.P., independent certified public accxxxxxxxs, who delivered an unqualified opinion in respect thereof, and (ii) unaudited interim the consolidated financial balance sheet of Borrower and the Subsidiaries as of September 30, 1996 and the related consolidated statements of operations and cash flows for Borrower and the Borrower Subsidiaries for the fiscal quarters ending March 31nine-month period then ended, 2017 and June 30copies of which have heretofore been furnished to each Bank, 2017 and (iii) the Projections. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries such entities at the respective dates of said statements and the results of operations for the respective periods period covered therebythereby in accordance with GAAP, subjectexcept to the extent provided in the notes to said financial statements and, in the case of quarterly financial the September 30, 1996 statements, subject to changes resulting from audit normal and normal recurring year-end audit adjustments and other adjustments (consisting the exclusion of normal recurring adjustments) necessary for a fair statement of the results for the interim perioddetailed footnotes. All such financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied, applied except to the extent provided in the notes to said financial statements. All balance sheetsNothing has occurred since December 31, all 1995 that has had or is reasonably likely to have a Material Adverse Effect. (c) Except as reflected in the financial statements of income and of cash flow and all other financial information of each the notes thereto described in Section 6.10(b) or in ANNEX VII hereto, there were as of the Effectiveness Date no liabilities or obligations with respect to Borrower or any Subsidiary of a nature (whether absolute, accrued, contingent or otherwise and its Subsidiaries furnished pursuant whether or not due) which, either individually or in aggregate, is reasonably likely to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.Material Adverse Effect. 6.11

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, 2018 and (ii) unaudited interim consolidated financial statements of the Borrower for the fiscal quarters quarter ending March 31, 2017 and June September 30, 2017 and (iii) the Projections2019. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Such Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the such Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for the fiscal quarters ending March 31, 2017 and June 30, 2017 and (iii) the Projections2022. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the such Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the such Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for 2014 and with respect to the fiscal quarters ending March 31, 2017 and June quarter ended September 30, 2017 and (iii) the Projections2015. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for 2011 and with respect to the fiscal quarters ending quarter ended March 31, 2017 and June 30, 2017 2012 and (iiiii) the Projections. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for 2012 and with respect to the fiscal quarters ending March 31, 2017 and June quarter ended September 30, 2017 and (iii) the Projections2013. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited interim consolidated financial statements of the Borrower for 2011 and with respect to the fiscal quarters ending March 31, 2017 and June quarter ended September 30, 2017 and (iii) the Projections2012. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.