Common use of Financial Condition; No Material Adverse Effect Clause in Contracts

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower Acquired Company and its subsidiaries Subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower and its consolidated subsidiaries as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) Holdings has heretofore furnished to the Lenders the Audited Financial Statements. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower Target and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries consolidated Subsidiaries as of the date thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries Persons covered thereby as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower Target and its consolidated subsidiaries and Holdings and its consolidated subsidiaries, as applicable, as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower Target and its consolidated subsidiaries as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financials (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the consolidated financial condition position of the Borrower Holdings and its consolidated subsidiaries as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries Subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries Subsidiaries as of the date respective dates thereof and their results of operations and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of the Borrower Target and its consolidated subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the consolidated financial condition position of the Borrower and its consolidated subsidiaries as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its subsidiaries as of the date respective dates thereof and their results of operations and cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared prepared, as applicable, in accordance with GAAP GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries such Persons as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP GAAP, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its subsidiaries consolidated subsidiaries, as applicable, as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower Holdings and its subsidiaries consolidated Subsidiaries as of the date thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein thereby and (ii) fairly present the financial condition of the Borrower and its subsidiaries entities to which they relate as of the date dates thereof and their results of operations and cash flows for the period periods covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein thereby and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its subsidiaries as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower On Location and its subsidiaries consolidated subsidiaries, as applicable, as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries AgroFresh Business as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries entities to which they relate as of the date dates thereof and their results of operations and cash flows for the period periods covered thereby in accordance in all material respects with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Historical Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries Restricted Subsidiaries as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries consolidated subsidiaries, as applicable, as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower SPAC and the Company and its subsidiaries Subsidiaries (as applicable) as of the date respective dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries consolidated subsidiaries, as applicable, as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of Holdings and the Borrower and its subsidiaries Target as of the date thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Acquired Business and the Borrower and its subsidiaries Subsidiaries (as applicable) as of the date respective dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower Holdings and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein indicated therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Parent Borrower and its subsidiaries consolidated Subsidiaries as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) 127. The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower Company and its subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries entities to which they relate as of the date dates thereof and their results of operations and cash flows for the period periods covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the SPAC and the Borrower and its subsidiaries Subsidiaries (as applicable) as of the date respective dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto and (ii) fairly present in all material respects the financial condition of Holdings, the Borrower and its subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries as of the date respective dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, including the notes thereto, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its subsidiaries consolidated subsidiaries, as applicable, as of the date respective dates thereof and their the consolidated results of their operations for the period covered thereby respective periods then ended in accordance with GAAP consistently applied throughout during the period covered therebyperiods referred to therein, except as otherwise expressly noted indicated therein, including the notes thereto.

Financial Condition; No Material Adverse Effect. (a) The Audited Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein therein, and (ii) fairly present in all material respects the financial condition of the Borrower Holdings and its subsidiaries Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted thereinsubject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.

Financial Condition; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii) fairly present in all material respects the financial condition of the Borrower and its subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

Financial Condition; No Material Adverse Effect. (a%3) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein and (ii) fairly present the financial condition of the Borrower and its subsidiaries consolidated Subsidiaries as of the date thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.