Financial Condition. The Borrower Consolidated Financial Statements as of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998.
Appears in 1 contract
Financial Condition. (a) The audited balance sheet of the Borrower Consolidated Financial Statements as of at December 31, 1997 and 1998 and the related audited statements of operations, stockholders equity and cash flows for the fiscal years ended on such dates, certified as true and complete by a Responsible Officer of the Borrower and reported on by the AccountantsXxxxxx Xxxxxxxx LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the Consolidated financial condition of the Borrower and its Consolidated Businesses as of at such datedates, and the consolidated results of their its operations and their consolidated its stockholders' equity and cash flows for each of the fiscal years then ended. The unaudited balance sheet of the Borrower as at October 2, 1999 and the related unaudited statements of operations, stockholders' equity and cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30nine-month period ended on such date, 1999 certified by a Responsible OfficerOfficer of the Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its Consolidated Businesses as of at such date, and the consolidated results of their operations its operations, stockholders equity and cash flows for the threenine-month period then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with U.S. GAAP applied consistently throughout the periods involved (except as approved by such Accountants accountants or Responsible Officer, as the case may be, and as disclosed thereintherein and except that the unaudited financial statements do not have all footnotes required). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheet of the Consolidated Financial Statements Parties, and the related consolidated statements of earnings and statements of cash flows, as of December March 31, 1998 reported on by the Accountants, copies of which 2014 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG LLP, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each quarterly period ended after March 31, 2014 and prior to 45 days prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December March 31, 1998 2014 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Parties of any material part of its the business or property of the Consolidated Parties, taken as a whole, and there has been no purchase Acquisition, in each case, which, is not reflected in the foregoing financial statements or other acquisition of any business in the notes thereto or property (including any capital stock of any other Person) material has not otherwise been disclosed in relation writing to the consolidated financial condition of Agent on or prior to the Borrower and its Consolidated Businesses as of December 31, 1998Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Airgas Inc)
Financial Condition. The Borrower audited Consolidated Financial Statements as balance sheets, and the audited Consolidated statements of earnings and statements of cash flows for the years ended December 31, 1998 reported 1995, December 31, 1994 and December 31, 1993 have heretofore been furnished to each Bank. Such financial statements (including the notes thereto) (i) have been audited by Coopers & Xxxxxxx LLC, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on by the Accountantsbasis disclosed in the footnotes to such financial statements) the Consolidated financial condition, copies results of which operations and cash flows as of such date and for such periods. The unaudited interim balance sheets of the Company and its Subsidiaries as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal quarterly period ended after March 31, 1996 and prior to the Effective Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by such Accountants or Responsible Officer, as ii) present fairly (on the case may be, and as basis disclosed therein). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in footnotes to such financial statements) the notes theretoConsolidated financial condition, results of operations and cash flows as of such date and for such periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 1995 to and including the date hereof Effective Date, other than Olefins Transaction, there has been no sale, transfer or other disposition by the Borrower Company or any of its Consolidated Businesses Subsidiaries of any material part of its the business or property of the Company and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Personperson) material in relation to the consolidated financial condition of the Borrower Company and its Consolidated Businesses Subsidiaries, taken as of December 31a whole, 1998in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Banks on or prior to the Effective Date.
Appears in 1 contract
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at June 30, 2017, and the related consolidated statements of December 31income and of cash flows for the fiscal year ended on such date, 1998 reported on by the Accountantsand accompanied by an unqualified report from PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present presents fairly the Consolidated consolidated financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their its operations and their its consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 such Accountants or Responsible Officer, as the case may be, aforementioned firm of accountants and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date of the most recent balance sheet referred to above, No Group Member has any material Guarantee ObligationEquivalents, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is not except those (a) reflected in the foregoing financial statements referred to in this paragraph, (b) which were incurred after June 30, 2017, in the case of the Company and its Subsidiaries in the ordinary course of business and consistent with past practices, (c) that are obligations (including transaction costs) in connection with this Agreement, or (d) that, individually or in the notes theretoaggregate, do not have a Material Adverse Effect. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31June 30, 1998 2017 to and including the date hereof Closing Date, except as publicly disclosed in filings with the SEC prior to the Closing Date, there has been no sale, transfer or other disposition Disposition by the Borrower or any of its Consolidated Businesses of any material part of its business or property and no purchase or other acquisition Group Member of any business or property (including any capital stock of any other Person) that is material in relation to the consolidated financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31, 1998a whole.
Appears in 1 contract
Samples: Credit Agreement (Kennametal Inc)
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheets of Holding and its consolidated Subsidiaries as of December 31, 1998 2014, December 31, 2015 and December 31, 2016 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from Ernst & Young LLP, present fairly, in all material respects, the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year Posting Version 12/7/17 respective fiscal years then ended, of Holding and its consolidated Subsidiaries. The Borrower Consolidated Financial Statements unaudited consolidated balance sheet of Holding and its consolidated Subsidiaries as of at September 30, 1999 certified by a Responsible Officer2017, copies and the related unaudited consolidated statements of which have heretofore been furnished to each Lenderincome and cash flows for the nine-month period ended on such date, are complete and correct and present fairly fairly, in all material respects, the consolidated financial condition of the Borrower and its Consolidated Businesses as of at such date, and the consolidated results of their operations and consolidated cash flows for the threenine-month period then ended ended, of Holding and its consolidated Subsidiaries (subject to the omission of footnotes and normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except with respect to the schedules and notes thereto, as approved by such Accountants or a Responsible Officer, as Officer of the case may beBorrower, and as disclosed thereinin any such schedules and notes). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2016 to and including the date hereof Effective Date, there has been no sale, transfer or other disposition by the Borrower or any of Holding and its Consolidated Businesses consolidated Subsidiaries of any material part of its the business or property of Holding and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Holding and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.
Appears in 1 contract
Samples: Assignment and Assumption (International Paper Co /New/)
Financial Condition. (a) The Borrower audited consolidated and consolidating balance sheet of the Consolidated Financial Statements Parties, and the related consolidated and consolidating statements of earnings and statements of cash flows, as of December March 31, 1998 reported on by the Accountants, copies of which 1997 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each quarterly period ended after March 31, 1997 and prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December March 31, 1998 1997 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Parties of any material part of its the business or property of the Consolidated Parties, taken as a whole, and there has been no purchase Material Acquisition, in each case, which, is not reflected in the foregoing financial statements or other acquisition of any business in the notes thereto or property (including any capital stock of any other Person) material has not otherwise been disclosed in relation writing to the consolidated financial condition of Agents on or prior to the Borrower and its Consolidated Businesses as of December 31, 1998Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Airgas Inc)
Financial Condition. The Borrower Consolidated Financial Statements Company has delivered to each Purchaser the following financial statements identified by a principal financial officer of the Company: (a) consolidated balance sheets of the Company and its Subsidiaries as at December 31st in each of the three fiscal years of the Company most recently completed prior to the date as of December 31which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of income, 1998 cash flows and shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP or such other independent public accountants acceptable to the Accountants, copies of which have heretofore been furnished to each Lender, are complete Required Holders and correct and present fairly the Consolidated financial condition (ii) consolidated balance sheets of the Borrower Company and its Consolidated Businesses Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of such date, the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete respective periods indicated and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 consistently applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or set forth in the notes thereto. Except as previously disclosed to thereto (subject, in the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses case of any material part interim financial statements, to normal year-end adjustments and the absence of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998footnotes).
Appears in 1 contract
Samples: Subsidiary Guarantee Agreement (Idexx Laboratories Inc /De)
Financial Condition. (a) The Borrower audited combined financial statements (including the notes thereto) of the Consolidated Financial Statements as of Parties for the fiscal year ended December 31, 1998 reported on by the Accountants1997, copies of which previously have heretofore been furnished delivered to each Lenderthe Agent, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date(i) have been audited by Ernst & Young LLP, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, ii) have been prepared in accordance with GAAP consistently applied throughout the period covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the combined financial position, results of operations and cash flows of the Consolidated Parties as of such date and for such period. The unaudited interim balance sheet and statements of operations and of cash flows for the fiscal quarter ended March 28, 1998, copies of which previously have been delivered to the Agent, (i) have been prepared in accordance with GAAP consistently applied throughout the periods involved covered thereby and (except as approved by ii) present fairly in all material respects (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the combined financial position, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 1997 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Personperson) material in relation to the consolidated financial condition position of the Borrower Consolidated Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as of December 31, 1998has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. The Borrower Consolidated Financial Statements as of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition consolidated balance sheet of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries as of such dateat June 30, 1999 and the related consolidated results statements of their operations income and their consolidated of cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30fiscal year ended on such date, 1999 certified reported on by a Responsible OfficerKPMG LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period fiscal year then ended (subject to normal year-end audit adjustments)ended. All such financial statementstatements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants accountants or a Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower Company nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31June 30, 1998 1999 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its Consolidated Businesses consolidated Subsidiaries of any material 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 in either case would be, material in relation to the consolidated financial condition of the Borrower Company and its Consolidated Businesses as of December 31consolidated Subsidiaries at June 30, 19981999.
Appears in 1 contract
Samples: Credit Agreement (Harman International Industries Inc /De/)
Financial Condition. (a) The Borrower audited consolidated balance sheet of the Consolidated Financial Statements Parties as of March 26, 2006 and the audited consolidated statements of earnings and statements of cash flows for the years ended March 26, 2006, March 27, 2005, and March 28, 2004 and for the ten 4-week periods ended December 31, 1998 reported on by the Accountants, copies of which 2006 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Deloitte & Touche LLP (except for the ten 4-week periods ended December 31, are complete 2006 which have not been audited), (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings for, each fiscal period ended after December 31, 2006 and their consolidated cash flows for prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such fiscal period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by such Accountants or Responsible Officer, as ii) present the case may be, consolidated financial condition and as disclosed therein). Neither the Borrower nor any results of its Consolidated Businesses had, at the date operations of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2006 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Personperson) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as of December 31, 1998has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Benihana Inc)
Financial Condition. (a) The Borrower audited consolidated balance sheet of the Consolidated Financial Statements Parties as of December 31, 1998 reported on by 1995 and December 31, 1996 and the Accountantsaudited consolidated statements of earnings and statements of cash flows for the years ended December 31, copies of which 1995 and December 31, 1996 and for the 6-month period ended June 30, 1997 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Ernst & Young, are complete LLP (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September for, each quarterly period ended after June 30, 1999 certified by a Responsible Officer, copies of which 1997 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31June 30, 1998 1997 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Personperson) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as of December 31, 1998has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal years ended December 31, 1998 reported on by the Accountants2001, copies of which have heretofore been furnished to each LenderDecember 31, are complete 2002 and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such dateDecember 31, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2003 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein and (iii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the case may beConsolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2003 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) in all material respects the consolidated financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2003 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Consolidated Businesses as of December 31, 1998Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Financial Condition. (a) The audited consolidated financial statements of the Borrower Consolidated Financial Statements as of December 31for the fiscal years ended September 30, 1998 1994, 1995 and 1996, reported on by the AccountantsCoopers & Lybrxxx X.X.P., copies of which have heretofore been furnished to each Lender, are complete to the knowledge of CCI and correct and the Borrower, present fairly in all material respects the Consolidated consolidated financial condition position of the Borrower and its Consolidated Businesses as of at such datedates, and the consolidated results of their the Borrower's operations and their consolidated the Borrower's cash flows for the Fiscal Year fiscal periods then ended. The unaudited consolidated financial statements of the Borrower Consolidated Financial Statements as of September for the two-month period ended November 30, 1999 1997, certified by a Responsible OfficerOfficer of the Borrower, copies of which have heretofore been furnished to each Lender, are complete to the knowledge of CCI and correct and the Borrower, present fairly in all material respects the consolidated financial condition position of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their the Borrower's operations and the Borrower's cash flow for the threetwo-month period then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including statements and the related schedules and notes thereto, thereto have been prepared prepared, to the knowledge of CCI and the Borrower, in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses Subsidiaries had, to the knowledge of CCI and the Borrower, as 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed thereto and which, to the Administrative Agent knowledge of CCI and the Borrower, has any reasonable likelihood of resulting in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer a material cost or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998loss.
Appears in 1 contract
Financial Condition. (a) The Borrower Consolidated Financial Statements consolidated audited balance ------------------- sheets of Xxxxx Fargo and its consolidated Subsidiaries as of at December 31, 1998 reported 1993, December 31, 1994 and December 31, 1995 and the related consolidated statements of operations and of cash flows for the fiscal year ended on each such date, audited by the AccountantsDeloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the Consolidated consolidated financial condition of the Borrower Xxxxx Fargo and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officer, as the case may be, accountants and as disclosed therein). Neither the Borrower Xxxxx Fargo nor any of its Consolidated Businesses consolidated Subsidiaries had, at the date of the most recent each balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretothereto or expressly permitted to be incurred hereunder. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Xxxxx Fargo or any of its Consolidated Businesses consolidated Subsidiaries of any material part of its business or property (except as disclosed in the Contribution Documents) other than pursuant to the Business Combination and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower Xxxxx Fargo and its Consolidated Businesses as of consolidated Subsidiaries at December 31, 19981995.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower Consolidated Financial Statements and its consolidated Subsidiaries as of December 31, 1998 2013, December 31, 2014 and December 31, 2015 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in all material respects, the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year respective fiscal years then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments)Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such Accountants or a Responsible Officer, as Officer of the case may beParent Borrower, and as disclosed thereinin any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2015, to and including the date hereof Closing Date, except in connection with the consummation of the Spin-Off Transactions or as permitted by the Predecessor Term Loan Credit Agreement, there has been no sale, transfer or other disposition by the Parent Borrower or any of and its Consolidated Businesses consolidated Subsidiaries of any material part of its the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. (a) The consolidated balance sheet of the Borrower Consolidated Financial Statements and its consolidated Subsidiaries as of at December 31, 1998 2001, and the related consolidated statements of operations and of cash flows for the fiscal year ended December 31, 2001, reported on by the AccountantsPricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year year then ended. The unaudited consolidated balance sheet of the Borrower Consolidated Financial Statements and its consolidated Subsidiaries as of at September 30, 1999 certified by a Responsible Officer2002 and the related consolidated statements of operations and of cash flows for the nine months ended September 30, 2002, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the threenine-month period then ended (subject to normal year-end audit adjustments)ended. 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 such Accountants or Responsible Officer, as the case may be, accountants and as disclosed thereintherein and, with respect to the September 30, 2002 financial statements, for the absence of footnotes and year-end adjustments). Neither Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writingset forth on Schedule 5.1, during the period from December 31September 30, 1998 2002 to and including the date hereof Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses consolidated Subsidiaries of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31consolidated Subsidiaries at September 30, 19982002.
Appears in 1 contract
Samples: Epepc Security Agreement (El Paso Energy Partners Lp)
Financial Condition. The Borrower Consolidated Financial Statements consolidated balance sheet of the Parent and its consolidated Subsidiaries as at June 30, 2001, and the related consolidated statements of December 31income and cash flow for the fiscal year then ended on such date, 1998 reported on by PricewaterhouseCoopers LLP and certified by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated chief financial condition officer of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible OfficerParent, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower Parent and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period fiscal year then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved (except as approved by such Accountants accountants or Responsible Officerchief financial officer, as the case may be, and as disclosed therein). Neither Except as set forth on Schedule 3.1, neither the Borrower Parent nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, obligation under an Hedging Agreement which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31June 30, 1998 2001 to and including the date hereof hereof, other than the sale of the business and substantially all of the assets of the so-called "Roll Handling Group" of the Credit Parties and of the print on demand business of Baldwin Document Finishing Systems, Inc., there has been no sale, transfer trxxxxxx or other disposition by the Borrower Parent or any of its Consolidated Businesses consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Parent and its Consolidated Businesses as consolidated Subsidiaries at June 30, 2001, other than the sale of December 31, 1998inventory in the ordinary course of business.
Appears in 1 contract
Financial Condition. (a) The Borrower Consolidated Financial Statements audited consolidated balance sheets of each of MGI and its consolidated Subsidiaries as of December 31, 1998 reported on by 1994, 1995 and 1996 and the Accountantsaudited consolidated statements of earnings, copies statements of which shareholders' equity and statements of cash flows for the years ended December 31, 1994, 1995 and 1996 have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated . The unaudited interim consolidated financial condition statements of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows MGI for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of nine-month period ended September 30, 1999 certified by a Responsible Officer, copies of which 1997 have heretofore been furnished to each Lenderthe Lenders. Such financial statements (including the notes thereto) (i) in the case of the financial statements described in the first sentence of this subsection 5.1(a) have been audited by KPMG Peat Marwick LLP (with respect to the 1994 and 1995 financial statements) and Coopers & Lybrxxx, are complete X.L.P. (with respect to the 1996 financial statements), (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby except for in the case of unaudited financial statements described in the second sentence of this subsection 5.1(a), for the absence of footnotes, and correct and (iii) present fairly fairly, in all material respects, the consolidated financial condition condition, results of the Borrower operations and cash flows of MGI and its Consolidated Businesses consolidated Subsidiaries as of such date, dates and the consolidated results of their operations for the three-month period then ended such periods (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 such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 1996 to and including the date hereof Effective Date, except as provided in the Transaction Documents, there has been no sale, transfer or other disposition by the Borrower or any of MGI and its Consolidated Businesses consolidated Subsidiaries of any material part of its the business or property of MGI and its consolidated Subsidiaries, in each case taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower MGI and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in a writing to the Lenders on or prior to the Effective Date.
Appears in 1 contract
Financial Condition. (a) The audited consolidated and unaudited consolidating balance sheets of the Borrower Consolidated Financial Statements and its Subsidiaries as of December 31, 1999, and the audited consolidated and unaudited consolidating statements of earnings and statements of cash flows of the Borrower and its Subsidiaries for the years ended December 31, 1997, December 31, 1998 reported on by the Accountantsand December 31, copies of which 1999 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) with respect to the consolidated statements only, are complete have been audited by a nationally recognized accounting firm reasonably acceptable to the Agent, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly in all material respects (on the Consolidated basis disclosed in the footnotes to such financial condition statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Consolidated Businesses Subsidiaries as of such datedates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September for, each quarterly period ended after June 30, 1999 certified by a Responsible Officer, copies of 2000 and prior to the Effective Date for which financial information is available have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated . Such interim financial condition of the Borrower and its Consolidated Businesses as of statements for each such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by such Accountants or Responsible Officer, as for the case may beabsence of footnotes, and as disclosed therein). Neither (ii) present fairly in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower nor any and its Subsidiaries as of its Consolidated Businesses hadsuch dates and for such periods, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability except for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretorecurring annual audit adjustments. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 the Closing Date to and including the date hereof Effective Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Credit Party of any material part of its the business or property of the Credit Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Credit Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in Schedule 5.1, the balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and its Consolidated Businesses Subsidiaries as of December 31, 1998the dates thereof.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheet of the Consolidated Financial Statements Parties, and the related consolidated statements of earnings and statements of cash flows, as of December March 31, 1998 reported on by the Accountants, copies of which 2011 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG LLP, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each quarterly period ended after March 31, 2011 and prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December March 31, 1998 2011 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Parties of any material part of its the business or property of the Consolidated Parties, taken as a whole, and there has been no purchase Acquisition, in each case, which, is not reflected in the foregoing financial statements or other acquisition of any business in the notes thereto or property (including any capital stock of any other Person) material has not otherwise been disclosed in relation writing to the consolidated financial condition of Agent on or prior to the Borrower and its Consolidated Businesses as of December 31, 1998Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Airgas Inc)
Financial Condition. (a) The Borrower Consolidated Financial Statements as of December 31, 1998 reported on by the Accountants, copies of which audited financial statements referred to in Section 4.01(c)(ii)(A) have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Ernst & Young LLP, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the Consolidated basis disclosed in the footnotes to such financial condition statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Consolidated Businesses Subsidiaries or CompBenefits Dental and its Consolidated Subsidiaries, as applicable, as of such datedates and for such periods. The unaudited interim balance sheets of the Borrower and its Consolidated Subsidiaries or CompBenefits Dental and its Consolidated Subsidiaries, in each case as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each fiscal quarter ended after December 31, 2005 and prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated . Such interim financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended statements (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby, except for the absence of footnotes and (except as approved by such Accountants ii) present fairly the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries or Responsible OfficerCompBenefits Dental and its Consolidated Subsidiaries, as the case may beapplicable, as of such dates and as disclosed therein)for such periods, except for annual audit adjustments. Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2005, to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto. The balance sheets and its the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower, CompBenefits Dental and their respective Consolidated Businesses Subsidiaries as of December 31, 1998the dates thereof.
Appears in 1 contract
Samples: Credit Agreement (Compbenefits Corp)
Financial Condition. The Borrower Consolidated Financial Statements as of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition consolidated balance sheet of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries as of such dateat September 27, 1997 and the related consolidated results statements of their operations income and their consolidated of cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as fiscal year ended on such date, reported on (only in the case of September 30, 1999 certified such annual statements) by a Responsible OfficerErnst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period fiscal year then ended (subject to normal year-end audit adjustments)ended. 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 such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower Company nor any of its Consolidated Businesses consolidated Subsidiaries had, at the date of the most recent balance sheet sheets referred to above, any material Guarantee Obligation, contingent liability liabilities or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed The five-year financial and operational projections for the Company and its Subsidiaries (including the Apparel Division) for the fiscal years of 1998 through 2002 delivered to the Administrative Agent in writingprior to the Closing Date (the "Projections"), constitute a reasonable basis as of the Closing Date for the assessment of the future performance of the Company and its Subsidiaries (including the Apparel Division) during the period from December 31periods indicated therein, 1998 and including the date hereof there has been no saleit being understood that any projected financial information represents projections, transfer based on various assumptions, of future results of operations which may or other disposition by the Borrower or any of its Consolidated Businesses of any material part of its business or property may not in fact occur and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998assurance can be given that such results will be achieved.
Appears in 1 contract
Samples: Credit Agreement (Galey & Lord Inc)
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated financial statements of the Parent and its Subsidiaries as at (and for the fiscal years ended) June 30, 2006, June 30, 2005 and June 30, 2004, and the unaudited consolidated financial statements of December 31the Parent and its Subsidiaries as at (and for the three months ended) September 30, 1998 reported on by the Accountants2006, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished delivered to the Administrative Agent, the Bridge Lender and each initial Permanent Lender, are complete were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and correct to normal year-end adjustments) and present fairly fairly, in all material respects, the consolidated financial condition of the Borrower Parent and its Consolidated Businesses Subsidiaries as of at such date, dates and the consolidated results of their operations for the three-month period periods then ended ended. The audited consolidated financial statements of MTC and its Subsidiaries as at (subject to normal year-end audit adjustments). All such financial statementsand for the fiscal years ended) December 31, including the related schedules 2004 and notes theretoDecember 31, 2005, copies of each of which have been delivered to the Administrative Agent, the Bridge Lender and each initial Permanent Lender, were prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officerand present fairly, as the case may bein all material respects, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition of the Borrower MTC and its Consolidated Businesses Subsidiaries as at such dates and the results of their operations for the periods then ended. The (x) audited consolidated financial statements of Oxy-Dry Corporation and its Subsidiaries as at (and for the fiscal years ended) December 31, 19982004 and December 31, 2005, and (y) unaudited consolidated financial statements of Oxy-Dry and its Subsidiaries as at (and for the nine months ended) September 30, 2006, copies of each of which have been delivered to the Administrative Agent, the Bridge Lender and each initial Permanent Lender, were (i) in the case of clause (x), prepared in accordance with GAAP and (ii) in the case of clauses (x) and (y), present fairly, in all material respects, the consolidated financial condition of Oxy-Dry Corporation and its Subsidiaries as at such dates and the results of their operations for the periods then ended.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal years ended December 31, 1998 reported on by the Accountants1998, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30December 31, 1999 certified by a Responsible Officerand December 31, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2000 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as approved by of such Accountants or Responsible Officer, date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the case may beend of, and as the related unaudited interim statements of earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 2000 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) the consolidated financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2000 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Consolidated Businesses as of December 31, 1998Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Financial Condition. (a) The consolidated balance sheet of the Borrower and its Consolidated Financial Statements Subsidiaries as of at December 31, 1998 2000 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by the AccountantsErnst & Young, L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 such Accountants or Responsible Officer, as the case may be, accountants and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses Subsidiaries had, at the date as of the most recent balance sheet referred to aboveDecember 31, 2000, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the schedules or notes thereto. Except as previously disclosed to the Administrative Agent in writingset forth on Schedule 5.1, during the period from December 31, 1998 2000 to ------------ and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Subsidiaries of any material part of its business or their business, assets or property and no purchase or other acquisition of any business business, assets or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of Subsidiaries at December 31, 19982000.
Appears in 1 contract
Samples: Credit Agreement (Media General Inc)
Financial Condition. (a) (i) The Borrower Consolidated Financial Statements as audited consolidated balance sheets and related statements of income or operations, stockholders’ equity and cash flows of Cornerstone Building Brands for the fiscal years ended December 31, 1998 reported on by 2020 and December 31, 2021 and (ii) the Accountantsunaudited consolidated balance sheets and related statements of income or operations and cash flows of Cornerstone Building Brands for the fiscal quarter ended April 2, copies of which have heretofore been furnished to each Lender2022, are complete and correct and present fairly fairly, in all material respects, the Consolidated financial condition of the Borrower and its Consolidated Businesses as of at such datedates, and the consolidated results statements of their operations or income, stockholders’ equity and their consolidated cash flows for the Fiscal Year periods then ended. The Borrower Consolidated Financial Statements as , of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments)Cornerstone Building Brands. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such Accountants or a Responsible Officer, as the case may be, and as disclosed thereinin any such schedules and notes). Neither the Borrower nor any of its Consolidated Businesses had, at the date (b) As of the most recent Closing Date, except as set forth in the financial statements referred to in Subsection 5.1(a), there are no liabilities of any Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which would reasonably be expected to result in a Material Adverse Effect. (c) The unaudited pro forma consolidated balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any related unaudited pro forma consolidated statement of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition operations of the Borrower and its Consolidated Businesses Subsidiaries as of December 31and for the 12-month period ending April 2, 1998.2022, adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and at the beginning of such period, for purposes of the statement of operations), to the consummation of the Transactions, and the Extension of Credit hereunder on the Closing Date, were prepared from the historical financial statements of
Appears in 1 contract
Samples: Credit Agreement (Cornerstone Building Brands, Inc.)
Financial Condition. The audited consolidated balance sheet of the Borrower Consolidated Financial Statements as of at December 31, 1998 reported 1999, and the related audited consolidated statements of operations, changes in stockholders' equity and statements of cash flows for the fiscal year ended on such date, certified by the AccountantsAccountants and to the best of his knowledge by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses as of at such datedate in all material respects, and the consolidated results of their its operations and their consolidated cash flows for the Fiscal Year fiscal year then endedended in all material respects. The unaudited consolidated balance sheet of the Borrower Consolidated Financial Statements as of September at June 30, 1999 2000 and the related unaudited consolidated statements of operation and cash flows for the six-month period ended on such date, certified to the best of his knowledge by a Responsible Officer, Officer of the Borrower copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of at such datedate in all material respects, and the consolidated results of their its operations and its consolidated cash flows for the threesix-month period then ended (subject to normal year-end audit adjustments)ended. All such financial statementsstatements (the "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 such Accountants or Responsible OfficerOfficers, as the case may be, and as disclosed thereintherein and for the absence of notes). Neither the Borrower nor any of its Consolidated Businesses The Borrower, on a consolidated basis, had, at the date of the most recent balance sheet referred to above, any no material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 thereto and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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 relation to the respective consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998such entities at such date.
Appears in 1 contract
Financial Condition. The Borrower Consolidated Financial Statements consolidated and consolidating ------------------- balance sheets of the Borrowers as of December August 31, 1998 reported on 1995 (certified by Ernst & Young) and June 30, 1996, together with statements of profit and loss and of surplus for the period then ended, together with the ten month interim statement for the period ended June 30, 1996, prepared by the AccountantsBorrowers, copies and together with the projections of financial condition for fiscal years ending August 31, 1996, August 31, 1997 and August 31, 1998, prepared by the Borrowers, all of which have were heretofore been furnished delivered to each Lenderthe Bank, are complete and correct and fairly present fairly the Consolidated financial condition position of the Borrower and its Consolidated Businesses as of such date, Borrowers and the consolidated results of their operations and transactions in their consolidated cash flows surplus account(s) as of the dates and for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished periods referred to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 on a consistent basis throughout the periods involved (period involved; provided, however, that to the extent such balance sheets reflect the financial information of any corporation acquired by the Borrowers during the current fiscal year, such financial information complies with GAAP to the best of the Borrower's knowledge except as approved by such Accountants specifically noted, since full audit of the acquired corporation's financial information will not take place until the fiscal year end. There are no liabilities (of the type required to be reflected on balance sheets prepared in accordance with GAAP), direct or Responsible Officerindirect, fixed or contingent, of any Borrower as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date of the most recent such balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, sheets which is are not reflected in the foregoing statements therein or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there There has been no salematerial adverse change in the financial condition or operations of any Borrower since the date of such balance sheets (and to any Borrower's knowledge no such material adverse change is pending or threatened), transfer and no Borrower has guaranteed the obligations of, or other disposition by the made any investment in or loans to, any person except as disclosed in such balance sheets. Each Borrower or any has good and marketable title to all of its Consolidated Businesses properties and assets, and all of any material part such properties and assets are free and clear of its business encumbrances, except as reflected on such balance sheets or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998notes thereto.
Appears in 1 contract
Samples: Financing and Security Agreement (Production Group International Inc)
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheet of the Company and its Subsidiaries as of at December 31, 1998 reported 2000 and the related audited consolidated statements of operations and stockholders' equity and cash flows for the fiscal year ended on by such date and the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and notes thereto present fairly the Consolidated consolidated financial condition of the Borrower Company and its Consolidated Businesses Subsidiaries as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements unaudited consolidated condensed balance sheets of the Company and its Subsidiaries as of at March 31, June 30 and September 30, 1999 certified by a Responsible Officer, copies 2001 and the related unaudited consolidated condensed statements of which have heretofore been furnished to each Lender, are complete operations and correct stockholders' equity and cash flows for the periods ended on such dates and the notes thereto present fairly the consolidated financial condition of the Borrower Company and its Consolidated Businesses Subsidiaries as of such daterespective dates, and the consolidated results of their operations and cash flows for the three-month period respective periods then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject, in the case of the interim financial statements, to normal year-end audit adjustments and the absence of footnotes) applied consistently throughout the periods involved (presented except as approved by disclosed in such Accountants financial statements and the notes thereto or Responsible Officer, as in writing to the case may be, and as disclosed therein)Lenders prior to the date of this Agreement. Neither the Borrower Company nor any of its Consolidated Businesses hadSubsidiaries has any material Contingent Obligation or any material obligation, at the date of the most recent balance sheet referred to aboveliability or commitment, direct or contingent (including, without limitation, any material Guarantee Obligation, contingent liability or liability for taxes, taxes or any long-term lease or unusual material forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction), which is not (A) reflected in the foregoing statements or in and the notes thereto. Except as previously thereto or otherwise disclosed in writing to the Administrative Agent in writing, during the period from December 31, 1998 and including Lenders prior to the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other PersonB) material in relation permitted to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998be incurred under this Agreement.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheet of the Consolidated Financial Statements Parties, and the related consolidated statements of earnings and statements of cash flows, as of December March 31, 1998 reported on by the Accountants, copies of which 2010 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG LLP, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each quarterly period ended after March 31, 2010 and prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December March 31, 1998 2010 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Parties of any material part of its the business or property of the Consolidated Parties, taken as a whole, and there has been no purchase Acquisition, in each case, which, is not reflected in the foregoing financial statements or other acquisition of any business in the notes thereto or property (including any capital stock of any other Person) material has not otherwise been disclosed in relation writing to the consolidated financial condition of Agent on or prior to the Borrower and its Consolidated Businesses as of December 31, 1998Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Airgas Inc)
Financial Condition. (a) The Borrower audited consolidated balance sheet of the Consolidated Financial Statements Parties, and the related consolidated statements of earnings and statements of cash flows, as of December March 31, 1998 reported on by the Accountants, copies of which 2004 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each quarterly period ended after March 31, 2004 and prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December March 31, 1998 2004 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Parties of any material part of its the business or property of the Consolidated Parties, taken as a whole, and there has been no purchase Acquisition, in each case, which, is not reflected in the foregoing financial statements or other acquisition of any business in the notes thereto or property (including any capital stock of any other Person) material has not otherwise been disclosed in relation writing to the consolidated financial condition of Agents on or prior to the Borrower and its Consolidated Businesses as of December 31, 1998Closing Date.
Appears in 1 contract
Financial Condition. The Borrower Consolidated Financial Statements as unaudited consolidated balance sheet of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower Global Signal and its Consolidated Businesses consolidated Subsidiaries as at the end of such dateeach calendar month from and after January 1, 2004 until the date hereof, and the related consolidated results statements of their operations income and their consolidated of cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30calendar month ended on such dates, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of at such datedates, and the consolidated results of their operations and their consolidated cash flows for the three-calendar month period then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except for, in the case of any unaudited financial statements, the absence of footnotes and quarterly and year-end adjustments) applied consistently throughout the periods involved (except as approved by such Accountants accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability Contingent Liability (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate Hedge Agreement (other than those Hedge Agreements, dated as of January 11, 2005 and February 2, 2005, with the Administrative Agent) 50 or foreign currency swap or exchange transactionother financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2003 to and including the date hereof there has been no sale, transfer or other disposition by Global Signal, the Borrower or any of its Consolidated Businesses their respective consolidated Subsidiaries of any material part of its business or property (other than as permitted hereunder) and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) ), other than Acquisitions, material in relation to the consolidated consolidating financial condition of the Borrower Global Signal and its Consolidated Businesses as of consolidated Subsidiaries at December 31, 19982003.
Appears in 1 contract
Samples: Credit Agreement (Global Signal Inc)
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheets of Holding and its consolidated Subsidiaries as of December 31, 1998 2014, December 31, 2015 and December 31, 2016 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from Ernst & Young LLP, present fairly, in all material respects, the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year respective fiscal years then ended, of Holding and its consolidated Subsidiaries. The Borrower Consolidated Financial Statements unaudited consolidated balance sheet of Holding and its consolidated Subsidiaries as of at September 30, 1999 certified by a Responsible Officer2017, copies and the related unaudited consolidated statements of which have heretofore been furnished to each Lenderincome and cash flows for the nine-month period ended on such date, are complete and correct and present fairly fairly, in all material respects, the consolidated financial condition of the Borrower and its Consolidated Businesses as of at such date, and the consolidated results of their operations and consolidated cash flows for the threenine-month period then ended ended, of Holding and its consolidated Subsidiaries (subject to the omission of footnotes and normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except with respect to the schedules and notes thereto, as approved by such Accountants or a Responsible Officer, as Officer of the case may beBorrower, and as disclosed thereinin any such schedules and notes). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2016 to and including the date hereof Effective Date, there has been no sale, transfer or other disposition by the Borrower or any of Holding and its Consolidated Businesses consolidated Subsidiaries of any material part of its the business or property of Holding and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Holding and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.
Appears in 1 contract
Samples: Credit Agreement (Graphic Packaging International, LLC)
Financial Condition. The Borrower audited consolidated balance sheet of NorthStar Corp and its Consolidated Financial Statements Subsidiaries as of the fiscal year ending December 31, 1998 2006, provided to the Administrative Agent and the related audited consolidated statements of income and retained earnings and of cash flows for the year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the scope of the audit conducted by the AccountantsXxxxx Xxxxxxxx, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Borrower NorthStar Corp and its Consolidated Businesses Subsidiaries of the foregoing as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower NorthStar Corp nor any of its Consolidated Businesses Subsidiaries had, at as of the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-long term lease or unusual forward or long-long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which that is not reflected in the foregoing statements or in the notes thereto. Except as previously otherwise disclosed to the Administrative Agent in writingpublicly, during the period from December 31, 1998 2006, to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Borrower Borrowers, the Guarantor or any Consolidated Subsidiaries of its Consolidated Businesses the foregoing of any material part of its their business or property Property and no purchase or other acquisition of any business or property Property (including any capital stock Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its Borrowers, the Guarantor or any Consolidated Businesses as Subsidiaries of December 31, 1998the foregoing on the date hereof.
Appears in 1 contract
Samples: Credit Agreement (Northstar Realty)
Financial Condition. (a) The audited consolidated and consolidating balance sheets of the Borrower Consolidated Financial Statements and its Subsidiaries as of December August 31, 1998 reported on by 1995, August 31, 1996 and August 31, 1997, and the Accountantsaudited consolidated and consolidating statements of earnings and statements of cash flows of the Borrower and its Subsidiaries for the years ended August 31, copies of which 1995, August 31, 1996 and August 31, 1997 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Ernst & Young, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the Consolidated basis disclosed in the footnotes to such financial condition statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Consolidated Businesses Subsidiaries as of such datedates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for, each fiscal month and quarterly period ended after December 31, 1997 and prior to the Closing Date for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which financial information is available have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated . Such interim financial condition of the Borrower and its Consolidated Businesses as of statements for each such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by such Accountants or Responsible Officer, as for the case may beabsence of footnotes, and as disclosed therein). Neither (ii) present fairly the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower nor any and its Subsidiaries as of its Consolidated Businesses hadsuch dates and for such periods, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability except for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretorecurring annual audit adjustments. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 1997 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in SCHEDULE 5.1, the balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and its Consolidated Businesses Subsidiaries as of December 31, 1998the dates thereof.
Appears in 1 contract
Samples: Credit Agreement (Flo Fill Co Inc)
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal year ended December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2009 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by (A) with respect to the Acquired Company, Ernst & Young and (B) with respect to the other Consolidated Parties, KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as approved by of such Accountants or Responsible Officerdate and for such periods, it being understood that each of the Acquired Company and the other Consolidated Parties were independent businesses and not aggregated for purposes of preparing consolidated financial statements for periods prior to the Closing Date. The unaudited interim balance sheets of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as at the case may beend of, and as disclosed therein). Neither the Borrower nor any related unaudited interim statements of its Consolidated Businesses hadearnings and of cash flows for, at each fiscal quarterly period ended after December 31, 2009 and prior to the date Closing Date (i) have been prepared in accordance with GAAP consistently applied for interim financial statements throughout the periods covered thereby, and (ii) present fairly in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the most recent balance sheet of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as of such date and for such periods except that they do not contain the materials and disclosures to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any longbe found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in end adjustments. Other than the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writingMedfinders Acquisition, during the period from December 31, 1998 2009 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses Parties, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower Consolidated Financial Statements and its consolidated Subsidiaries as of December 31September 30, 1998 2004 and September 30, 2005 and the consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended September 30, 2003, September 30, 2004 and September 30, 2005, reported on by and accompanied by unqualified reports from KPMG LLP, present fairly, in all material respects, the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year respective fiscal years then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments)Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such Accountants or a Responsible Officer, as the case may beand disclosed in any such schedules and notes, and as disclosed thereinsubject to the omission of footnotes from such unaudited financial statements). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2005 to and including the date hereof Closing Date, except as provided in or permitted under the Investment Agreement or in connection with the Transactions, there has been no sale, transfer or other disposition by the Parent Borrower or any of and its Consolidated Businesses consolidated Subsidiaries of any material part of its the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheet of the Consolidated Financial Statements Parties, and the related consolidated statements of earnings and statements of cash flows, as of December March 31, 1998 reported on by the Accountants, copies of which 2006 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each quarterly period ended after March 31, 2006 and prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December March 31, 1998 2006 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Parties of any material part of its the business or property of the Consolidated Parties, taken as a whole, and there has been no purchase Acquisition, in each case, which, is not reflected in the foregoing financial statements or other acquisition of any business in the notes thereto or property (including any capital stock of any other Person) material has not otherwise been disclosed in relation writing to the consolidated financial condition of Agents on or prior to the Borrower and its Consolidated Businesses as of December 31, 1998Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Airgas Inc)
Financial Condition. (a) The Borrower Consolidated Financial Statements combined balance sheet of the Continuing Business (as defined in the Stock Purchase Agreement) as at December 26, 1992 and as at December 25, 1993 and the related combined statements of December 31income and of cash flows for the fiscal years ended on such dates, 1998 reported on by the AccountantsCoopers & Xxxxxxx, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the Consolidated combined financial condition of the Borrower and its Consolidated Businesses Continuing Business (as of defined in the Stock Purchase Agreement) as at such datedates, and the consolidated combined results of their operations and their consolidated combined cash flows for the Fiscal Year fiscal years then ended. The Borrower Consolidated Financial Statements combined balance sheet of the Continuing Business (as defined in the Stock Purchase Agreement) as at September 24, 1994 and the related combined statements of September 30income and of cash flows for the nine-month period ended on such date, 1999 certified reported on by a Responsible OfficerCoopers & Xxxxxxx, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated combined financial condition of the Borrower and its Consolidated Businesses Continuing Business (as of defined in the Stock Purchase Agreement) as at such date, and the consolidated combined results of their operations and their combined cash flows for the threenine-month period then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officerpresented. To the knowledge of the Borrower, as the case may be, and as disclosed therein). Neither neither the Borrower nor any of its Consolidated Businesses consolidated or combined 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, material obligation which is would be required to be included in the financial statements referred to in this subsection in accordance with GAAP which was not so included and was not disclosed in the Final Offering Memorandum. Except as reflected in the foregoing financial statements referred to in this subsection 6.1 or as set forth on SCHEDULE 6.1(A) or as disclosed in the notes thereto. Except as previously disclosed to the Administrative Agent in writingFinal Offering Memorandum, during the period from December 31September 24, 1998 1994 to and including the date hereof there has been Original Closing Date, no sale, transfer or other disposition was made by the Borrower or any of its Consolidated Businesses Loan Party of any material part of its business or property property, no material liabilities were incurred by any Loan Party and no purchase or other acquisition of any business or property (including any capital stock of any other Person) was made by any Loan Party which was material in relation to the consolidated combined financial condition of the Borrower and its Consolidated Businesses Continuing Business (as of December 31defined in the Stock Purchase Agreement) at September 24, 19981994.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Warren S D Co /Pa/)
Financial Condition. (a) The audited consolidated balance sheets of the Borrower Consolidated Financial Statements and its consolidated Subsidiaries as of December 31April 30, 1998 reported 1995, April 30, 1996 and April 26, 1997 and the audited consolidated statements of income and of cash flows for the fiscal years ended on by the Accountants, copies of which such dates have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Price Waterhouse, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct (iii) (on the basis disclosed in the footnotes to such financial statements) present fairly, in all material respects, the consolidated financial condition, results of operations and present fairly the Consolidated financial condition cash flows of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of such datedates and for such periods. The unaudited interim consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at the end of, and the related unaudited interim consolidated results statements of their operations income and their consolidated of cash flows for for, each of the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30three-month periods ending on July 26, 1999 certified by a Responsible Officer1997, copies of which October 25, 1997 and January 24, 1998 and each fiscal month ended after January 24, 1998 and prior to the Effective Date have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31April 26, 1998 1997 to and including the date hereof Effective Date, except for the Spin-Offs or as disclosed in Schedule 5.1 hereto, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Subsidiaries of any material part of its the business or property of the Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date.
Appears in 1 contract
Financial Condition. The Borrower Consolidated Financial Statements balance sheets of the Company and its Consolidated Subsidiaries as of at December 31, 1998 1996 and the related Consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by the AccountantsCompany's independent certified public accountants, copies of which have heretofore been furnished to each LenderBank, are complete and correct and present fairly the Consolidated financial condition of the Borrower Company and its Consolidated Businesses Subsidiaries as of at such datedates, and the consolidated Consolidated results of their operations and their consolidated Consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower unaudited Consolidated Financial Statements balance sheet of the Company and its Consolidated Subsidiaries as at May 27, 1997 and the related unaudited Consolidated statements of September 30income and of cash flows for the periods ended on such date, 1999 certified by a Responsible Officerthe chief financial officer or controller of the Company, copies of which have heretofore been furnished to each LenderBank, are complete and correct and present fairly the consolidated Consolidated financial condition of the Borrower Company and its Consolidated Businesses Subsidiaries as of at such date, and the consolidated Consolidated results of their operations and their Consolidated cash flows for the three-month period periods 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 such Accountants accountants or Responsible Officersuch officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously otherwise disclosed to the Administrative Agent in writingBanks, during the period from December 31May 27, 1998 1997 to and including the date hereof Effective Date there has been no sale, transfer or other disposition by the Borrower Company or any of its Consolidated Businesses Subsidiaries of any material 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) material in relation to the consolidated Consolidated financial condition of the Borrower Company and its Consolidated Businesses as of December 31Subsidiaries at May 27, 19981997.
Appears in 1 contract
Financial Condition. (f) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal years ended December 31, 1998 reported on by the Accountants2009, copies of which have heretofore been furnished to each LenderDecember 31, are complete 2010 and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such dateDecember 31, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2011 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein and (iii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the case may beConsolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2011 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) in all material respects the consolidated financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2011 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of December 31the Closing Date, 1998the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Term Loan Agreement (Potlatch Corp)
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of at December 31, 1998 2005 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by the AccountantsErnst & Young LLP, copies of which have heretofore been furnished to each LenderBank or will be furnished to each Bank that has not already received such copies, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements unaudited consolidating balance sheet of the Company and its consolidated Subsidiaries by geographic region as of at September 30, 1999 certified by a Responsible Officer2006 and the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on September 30, copies of which have heretofore been furnished to each Lender2006, are complete and correct and present fairly the consolidated consolidating financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries by geographic region as of at such date, and the consolidated consolidating results of their operations for the three-month period fiscal year then ended (subject to normal year-end audit adjustments)ended. 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 such Accountants accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower Company nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or referred to in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31September 30, 1998 2006 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its Consolidated Businesses consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries at September 30, 2006 except as of December 31, 1998disclosed in writing to the Banks prior to the Closing Date).
Appears in 1 contract
Financial Condition. (a) The Borrower Consolidated Financial Statements as audited consolidated and consolidating balance sheets and income statements of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows Parties for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September fiscal year ended June 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2001 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by Arthur Andersen LLP, (ii) have been prepared in accordance with GAAP cxxxxxxxxtly applied consistently throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as approved by of such Accountants or Responsible Officer, date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the case may beend of, and as the related unaudited interim statements of earnings and of cash flows for, each fiscal month period ending after June 30, 2001 but at least 30 days prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) the consolidated and consolidating financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31June 30, 1998 2001 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Consolidated Businesses as of December 31Subsidiaries have no material liabilities (contingent or otherwise) that, 1998in conformity with GAAP should be, but are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Financial Condition. The audited consolidated balance sheet of the Borrower Consolidated Financial Statements and its consolidated Subsidiaries as of December 31August 28, 1998 reported on by 2004 and the Accountantsaudited consolidated statements of earnings and statements of cash flows for the year ended August 28, copies of which 2004 have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated . Such financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended statements (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (a) have been audited by Ernst & Young LLP, (b) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by c) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither cash flows of the Borrower nor any and its consolidated Subsidiaries as of its Consolidated Businesses had, at the such date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31August 28, 1998 2004 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Subsidiaries of any material part of its the business or property of the Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Personperson) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. Since August 28, 2004, through and including the Closing Date, there has not occurred an event or condition which has had a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Autozone Inc)
Financial Condition. The Borrower audited combined balance sheet of Viacom and its Consolidated Financial Statements Subsidiaries as of at December 31, 1998 reported 2004, and the related audited combined statements of operations, invested equity and comprehensive income (loss) and cash flows of Viacom and its Consolidated Subsidiaries for the fiscal year ended on by such date (in each case presented on a carve-out basis), with the Accountantsopinion thereon of PricewaterhouseCoopers LLC, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower Lenders (or set forth in the Form S-4 and its Consolidated Businesses as of such datemade available to the Lenders through access to a web site, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30including, 1999 certified by a Responsible Officerwithout limitation, copies of which have heretofore been furnished to each Lenderxxx.xxx.xxx), are complete and correct and fairly present fairly the consolidated financial condition of the Borrower Viacom and its Consolidated Businesses Subsidiaries as of at such date, date and the consolidated results of their operations for the threefiscal year ended on such date in accordance with GAAP. The unaudited combined balance sheet of Viacom and its Consolidated Subsidiaries as at September 30, 2005, and the related unaudited combined statements of operations and cash flows of Viacom and its Consolidated Subsidiaries for the nine-month period then ended (in each case presented on a carve-out basis), heretofore furnished to each of the Lenders (or set forth in the Form S-4 and made available to the Lenders through access to a web site, including, without limitation, xxx.xxx.xxx), fairly present (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 such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition of the Borrower Viacom and its Consolidated Businesses Subsidiaries as at such date and the consolidated results of December 31their operations for the nine-month period ended on such date in accordance with GAAP. Neither Viacom nor any of its Material Subsidiaries had on September 30, 19982005 any known material contingent liability, except as referred to or reflected or provided for in the Exchange Act Report or in such balance sheets (or the notes thereto) as at such date.
Appears in 1 contract
Samples: Credit Agreement (New Viacom Corp.)
Financial Condition. (a) The Borrower Consolidated Financial Statements as audited consolidated balance sheets and income statements of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of Parties delivered to the Borrower and its Consolidated Businesses as of such date, Agent and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended Lenders (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) on or prior to the Closing Date (i) have been audited by Ernst & Young LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as approved by of such Accountants or Responsible Officer, date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date end of, the related unaudited interim statements of earnings and of cash flows for and the related working capital detail for each fiscal month and quarterly period (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except Other than as previously disclosed to the Administrative Agent in writingset forth on Schedule 6.1(a), during the period from December 31September 30, 1998 2003 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Consolidated Businesses as of December 31, 1998Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit Agreement (Healthtronics Surgical Services Inc)
Financial Condition. The Borrower Consolidated Financial Statements unaudited consolidated balance sheet of Global Signal and its consolidated Subsidiaries as at the end of each calendar month from and after December 31, 1998 reported on by 2004 until the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such datedate hereof, and the related consolidated results statements of their operations income and their consolidated of cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30calendar month ended on such dates, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of at such datedates, and the consolidated results of their operations and their consolidated cash flows for the three-calendar month period then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except for, in the case of any unaudited financial statements, the absence of footnotes and quarterly and year-end adjustments) applied consistently throughout the periods involved (except as approved by such Accountants accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability Contingent Liability (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate Hedge Agreement (other than those Hedge Agreements with the Administrative Agent with trades dates of January 11, 2005, February 2, 2005 and March 21, 2005) or foreign currency swap or exchange transactionother financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2004 to and including the date hereof there has been no sale, transfer or other disposition by Global Signal, the Borrower or any of its Consolidated Businesses their respective consolidated Subsidiaries of any material part of its business or property (other than as permitted hereunder) and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) ), other than Acquisitions, material in relation to the consolidated consolidating financial condition of the Borrower Global Signal and its Consolidated Businesses as of consolidated Subsidiaries at December 31, 19982004.
Appears in 1 contract
Samples: Credit Agreement (Global Signal Inc)
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheet of the Company and its Subsidiaries as of at December 31, 1998 reported 1996 and the related audited consolidated statements of operations and stockholders' equity and cash flows for the fiscal year ended on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and such date present fairly the Consolidated consolidated financial condition of the Borrower Company and its Consolidated Businesses Subsidiaries as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements unaudited consolidated condensed balance sheet of the Company and its Subsidiaries as at March 31, 1997 and the related unaudited consolidated condensed statements of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete operations and correct stockholders' equity and cash flows for the three-month period ended on such date present fairly the consolidated financial condition of the Borrower Company and its Consolidated Businesses Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the three-month period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject, in the case of the financial statements for the fiscal period ended March 31, 1997, to normal year-end audit adjustments and the absence of footnotes) applied consistently throughout the periods involved (presented except as approved by disclosed in such Accountants financial statements or Responsible Officer, as in writing to the case may be, and as disclosed therein)Lenders prior to the date of this Agreement. Neither the Borrower Company nor any of its Consolidated Businesses hadSubsidiaries has any material Contingent Obligation or any material obligation, at the date of the most recent balance sheet referred to aboveliability or commitment, direct or contingent (including, without limitation, any material Guarantee Obligation, contingent liability or liability for taxes, taxes or any long-term lease or unusual material forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction), which is not (A) reflected in the foregoing statements or otherwise disclosed in the notes thereto. Except as previously disclosed writing to the Administrative Agent in writing, during the period from December 31, 1998 and including Lenders prior to the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other PersonB) material in relation permitted to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998be incurred under this Agreement.
Appears in 1 contract
Financial Condition. The Borrower audited consolidated balance sheet of NorthStar Corp and its Consolidated Financial Statements Subsidiaries as of the fiscal year ending December 31, 1998 2008, provided to the Administrative Agent and the related audited consolidated statements of income and retained earnings and of cash flows for the year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the scope of the audit conducted by the AccountantsXxxxx Xxxxxxxx, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Borrower NorthStar Corp and its Consolidated Businesses Subsidiaries of the foregoing as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower NorthStar Corp nor any of its Consolidated Businesses Subsidiaries had, at as of the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-long term lease or unusual forward or long-long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which that is not reflected in the foregoing statements or in the notes thereto. Except as previously otherwise disclosed to the Administrative Agent in writingpublicly, during the period from December 31, 1998 2008, to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Borrower Borrowers, the Guarantor or any Consolidated Subsidiaries of its Consolidated Businesses the foregoing of any material part of its their business or property Property and no purchase or other acquisition of any business or property Property (including any capital stock Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its Borrowers, the Guarantor or any Consolidated Businesses as Subsidiaries of December 31, 1998the foregoing on the date hereof.
Appears in 1 contract
Samples: Credit Agreement (Northstar Realty)
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheets of the Company and its consolidated Subsidiaries as of at December 31, 1998 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by the AccountantsErnst & Young LLP, copies of which have heretofore been furnished to each LenderBank or will be furnished to each Bank that has not already received such copies, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements unaudited consolidating balance sheet of the Company and its consolidated Subsidiaries by principal operating group as of at September 30, 1999 1998, the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on September 30, 1998, and the press release of the Company with respect to its earnings for fiscal year ended December 31, 1998 (dated February 24, 1999), certified by a Responsible Officer, copies of which have heretofore been furnished to each LenderBank or will be furnished to each Bank that has not already received such copies, are complete and correct and present fairly the consolidated consolidating financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries by principal operating group as of at such date, and the consolidated consolidating results of their operations for the three-month period fiscal year then ended (subject to normal year-end audit adjustments)ended. 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 such Accountants accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower Company nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or referred to in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31September 30, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its Consolidated Businesses consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Company and its Consolidated Businesses consolidated Subsidiaries at September 30, 1998 (except as of December 31, 1998otherwise disclosed in writing to the Banks prior to the Closing Date).
Appears in 1 contract
Financial Condition. The consolidated balance sheets of the Borrower Consolidated Financial Statements and its consolidated Subsidiaries as at September 30, 1997 and the related consolidated statements of December 31, 1998 reported income and cash flows for the fiscal period ended on by the Accountantssuch date, copies of which have heretofore been furnished to each Lenderthe Agent, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of at such date, date and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal period then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 such Accountants accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, (a) any material Guarantee Obligation, except for Guarantee Obligations in existence as of the date hereof and listed on Schedule VI, (b) any contingent liability or liability for taxes, taxes or (c) any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except to the extent permitted under this Agreement or as previously disclosed to the Administrative Agent prior to the date hereof, or as otherwise separately disclosed to the Agent in writing, during the period from December 31, 1998 and including writing prior to the date hereof hereof, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses consolidated Subsidiaries of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31consolidated Subsidiaries at September 30, 19981997 during the period from September 30, 1997 to and including the date hereof.
Appears in 1 contract
Financial Condition. The consolidated balance sheets of the Borrower Consolidated Financial Statements and its consolidated Subsidiaries as at September 30, 1997 and the related consolidated statements of December 31, 1998 reported income and cash flows for the fiscal period ended on by the Accountantssuch date, copies of which have heretofore been furnished to each Lenderthe Agent, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal period then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 such Accountants accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except to the extent permitted under this Agreement or as previously disclosed to the Administrative Agent prior to the date hereof, or as otherwise separately disclosed to the Agent in writing, during the period from December 31, 1998 and including writing prior to the date hereof hereof, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses consolidated Subsidiaries of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31consolidated Subsidiaries at September 30, 19981997 during the period from September 30, 1997 to and including the date hereof.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated and consolidating balance sheet of Consolidated Financial Statements Parties as of December 31, 1998 reported on by 1996 and the Accountantsaudited consolidated and consolidating statements of earnings and statements of cash flows for the years ended December 31, copies of which 1994 and December 31, 1995 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Coopers & Xxxxxxx L.L.P., are complete (ii) have been prepared in accordance with GAAP consistently, applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each fiscal month and quarterly period ended after December 31, 1996 and prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated and consolidating financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 1996 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property and of the Consolidated Parties, taken as a whole, no purchase or other acquisition by any Consolidated Party of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses Parties, taken as a whole, no declaration, payment or making or any dividends or other distributions upon, nor any redemption, retirement, purchase or other acquisition for value of, any of December 31the Capital Stock of any Consolidated Party, 1998in each case except as reflected in the foregoing financial statements or in the notes thereto or as otherwise disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheet of the Consolidated Financial Statements Parties as of December 31, 1998 reported on by 1996 and December 31, 1997 and the Accountantsaudited consolidated statements of earnings and statements of cash flows for the years ended December 31, copies of which 1996 and December 31, 1997 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Ernst & Young, are complete LLP (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September for, each quarterly period ended after June 30, 1999 certified by a Responsible Officer, copies of which 1998 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31June 30, 1998 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Personperson) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as of December 31, 1998has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal year ended December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2009 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by (A) with respect to the Acquired Company, Ernst & Young and (B) with respect to the other Consolidated Parties, KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as approved by of such Accountants or Responsible Officerdate and for such periods, it being understood that each of the Acquired Company and the other Consolidated Parties were independent businesses and not aggregated for purposes of preparing consolidated financial statements for periods prior to the First Amendment Effective Date. The unaudited interim balance sheets of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as at the case may beend of, and as disclosed therein). Neither the Borrower nor any related unaudited interim statements of its Consolidated Businesses hadearnings and of cash flows for, at each fiscal quarterly period ended after December 31, 2009 and prior to the date First Amendment Effective Date (i) have been prepared in accordance with GAAP consistently applied for interim financial statements throughout the periods covered thereby, and (ii) present fairly in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the most recent balance sheet of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as of such date and for such periods except that they do not contain the materials and disclosures to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any longbe found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in end adjustments. Other than the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writingMedfinders Acquisition, during the period from December 31, 1998 2009 to and including the date hereof First Amendment Effective Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses Parties, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Intercreditor Agreement (Amn Healthcare Services Inc)
Financial Condition. (a) The Borrower Consolidated Financial Statements audited consolidated balance sheets of the Applicant and its consolidated Subsidiaries as of December 31, 1998 2014, December 31, 2015 and December 31, 2016 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in all material respects, the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year respective fiscal years then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower Applicant and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments)Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such Accountants or a Responsible Officer, as Officer of the case may beApplicant, and as disclosed thereinin any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2016, to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of Applicant and its Consolidated Businesses consolidated Subsidiaries of any material part of its the business or property of the Applicant and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Applicant and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal years ended December 31, 1998 reported on by the Accountants2002, copies of which have heretofore been furnished to each LenderDecember 31, are complete 2003 and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such dateDecember 31, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2004 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein and (iii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the case may beConsolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2004 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) in all material respects the consolidated financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2004 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of December 31the Closing Date, 1998the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Financial Condition. (a) The Borrower Consolidated Financial Statements as of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete audited consolidated balance sheets and correct and present fairly the Consolidated financial condition income statements of the Borrower and its OpCo Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows Parties for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September fiscal years ended on or about June 24, 2006, June 30, 1999 certified by a Responsible Officer2005 and June 30, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2004 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by Deloitte & Touche LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by iii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) in all material respects the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent OpCo Consolidated Parties as of such date and for such periods. The unaudited consolidated balance sheet referred to abovesheets and related statements of income, any material Guarantee Obligationstockholders’ equity and cash flows of the OpCo Consolidated Parties for the first three fiscal quarters of the fiscal year ended June 30, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, 2007 (the “UNAUDITED FINANCIAL STATEMENTS”) (copies of which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed have been delivered to the Administrative Agent Agent) (i) have been prepared in writing, during accordance with GAAP consistently applied throughout the period from December 31, 1998 periods covered thereby (except for the absence of footnotes and including subject to year-end audit adjustments) and (ii) present fairly (on the date hereof there has been no sale, transfer or other disposition by basis disclosed in the Borrower or any of its Consolidated Businesses of any footnotes to such financial statements) in all material 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) material in relation to respects the consolidated financial condition condition, results of operations and cash flows of the Borrower and its OpCo Consolidated Businesses Parties as of December 31, 1998such date and for such periods.
Appears in 1 contract
Financial Condition. The Borrower Consolidated Financial Statements balance sheet of the Company and its Consolidated Subsidiaries as of at December 31, 1998 2001 and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by the AccountantsErnst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower Company and its Consolidated Businesses Subsidiaries as of at such date, and the consolidated Consolidated results of their operations and their consolidated Consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 as required by GAAP (except as approved by such Accountants accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower Company nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent set forth in writingSchedule 7.1, during the period from December 31, 1998 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its Consolidated Businesses Subsidiaries of any material 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) material in relation to the consolidated Consolidated financial condition of the Borrower Company and its Consolidated Businesses as of Subsidiaries at December 31, 19982001. No Change; Solvency . Since December 31, 2001, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect and during the period from December 31, 2001 to and including the date hereof, except as set forth in Schedule 7.2, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Company or any of its Subsidiaries nor has any of the Capital Stock of the Company or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its Subsidiaries. As of the Second Restatement Date, after giving effect to the transactions contemplated by the Loan Documents to occur on the Second Restatement Date, and as of each Borrowing Date, the Company and its Subsidiaries will be Solvent on a Consolidated basis.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Kinetic Concepts Inc /Tx/)
Financial Condition. (a) The Borrower Consolidated Financial Statements as Company has heretofore furnished to each Lender (i) the audited consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income, retained earnings and cash flow of the Company and its Subsidiaries, audited by Ernst & Young LLP, independent auditors, for the fiscal year ended June 30, 2005 and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries and the related consolidated statements of income, retained earnings and cash flow of the Company and its Subsidiaries for the six-month period ended December 31, 1998 reported on by 2005. The financial statements for the Accountantsyear ended June 30, copies of which have heretofore been furnished 2005, referred to each Lenderin clause (i) above, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such datewere prepared in conformity with Generally Accepted Accounting Principles, and the consolidated results of their operations and their consolidated cash flows financial statements for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as fiscal quarter and six-month period ended December 31, 2005, referred to in clause (ii) above, were prepared in conformity with Generally Accepted Accounting Principles, (subject to year-end adjustments and except for the absence of September 30notes thereto), 1999 certified by a Responsible Officerand, copies of which have heretofore been furnished to in each Lendercase, are complete and correct and such financial statements fairly present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations of the Company and its Subsidiaries as of the date of such financial statements and for the three-month period then ended periods to which they relate and since December 31, 2005 no Material Adverse Effect has occurred. The Company shall deliver to the Administrative Agent, a certificate of the Chief Financial Officer of the Company to that effect on the Closing Date. Since the later of (subject to normal year-end audit adjustments). All such financial statements, including i) the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout date of the periods involved Current SEC Report or (except as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at ii) the date of the most recent balance sheet referred pro forma financial statements delivered pursuant to aboveSection 7.06 hereof relating to a completed acquisition, any material Guarantee Obligationthere are no obligations or liabilities, contingent liability or liability for taxesotherwise, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in of the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower Company or any of its Consolidated Businesses of any material part of its business Subsidiaries which are not reflected or property and no purchase disclosed on such audited statements, the Current SEC Report or such pro forma financial statements, other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition than obligations of the Borrower Company and its Consolidated Businesses as Subsidiaries incurred in the ordinary course of December 31, 1998business.
Appears in 1 contract
Financial Condition. The Borrower audited consolidated balance sheet of the Seller and the Seller’s Consolidated Financial Statements Subsidiaries as at the fiscal year end 2006 set forth in the registration statement of December 31the Seller filed with the Securities and Exchange Commission on February 1, 1998 2007 (Registration No. 333–138591) (“Registration Statement”) for the year then ended, reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition without a “going concern” or like qualification arising out of the Borrower and its Consolidated Businesses as scope of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified audit conducted by a Responsible Officer, copies of which have heretofore been furnished to each LenderDeloitte & Touche LLP, are complete and correct and present fairly the consolidated financial condition of the Borrower Seller and its the Seller’s Consolidated Businesses Subsidiaries as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor The Seller or any of its the Seller’s Consolidated Businesses Subsidiaries had, at as of the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-long term lease or unusual forward or long-long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which that is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2006, to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Borrower Seller or any of its the Seller’s Consolidated Businesses Subsidiaries of any material part of its their business or property Property and no purchase or other acquisition of any business or property Property (including any capital stock Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower Seller and its the Seller’s Consolidated Businesses Subsidiaries on the date hereof except as of December 31, 1998contemplated in the Registration Statement.
Appears in 1 contract
Samples: Master Repurchase Agreement (Quadra Realty Trust, Inc.)
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal years ended December 31, 1998 reported on by the Accountants2005, copies of which have heretofore been furnished to each LenderDecember 31, are complete 2006 and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such dateDecember 31, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2007 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein and (iii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the case may beConsolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2007 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) in all material respects the consolidated financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2007 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of December 31the Closing Date, 1998the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Financial Condition. (a) The Borrower Consolidated Financial Statements as audited consolidated balance sheets and income statements of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows Parties for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30fiscal years 1998, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2000 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by Ernst & Young LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as approved by of such Accountants or Responsible Officer, date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date end of, the related unaudited interim statements of earnings and of cash flows for and the related working capital detail, each fiscal month and quarterly period ended after September 30, 2001 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except Other than as previously disclosed to the Administrative Agent in writingset forth on Schedule 6.1(a), during the period from December 31September 30, 1998 2001 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Consolidated Businesses as of December 31, 1998Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit Agreement (Healthtronics Surgical Services Inc)
Financial Condition. (a) The Borrower Consolidated Financial Statements as audited consolidated and consolidating balance sheets and income statements of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows Parties for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September fiscal year ended June 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2001 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by Arthur Andersen LLP, (ii) have been prepared in accordance with GAAP xxxxxxtently applied consistently throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as approved by of such Accountants or Responsible Officer, date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the case may beend of, and as the related unaudited interim statements of earnings and of cash flows for, each fiscal month period ending after June 30, 2001 but at least 30 days prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) the consolidated and consolidating financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31June 30, 1998 2001 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Consolidated Businesses as of December 31Subsidiaries have no material liabilities (contingent or otherwise) that, 1998in conformity with GAAP should be, but are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal years ended December 31, 1998 reported on by the Accountants2009, copies of which have heretofore been furnished to each LenderDecember 31, are complete 2010 and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such dateDecember 31, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2011 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by KPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein and (iii) present CREDIT AGREEMENT fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the case may beConsolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2011 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) in all material respects the consolidated financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2011 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of December 31the Closing Date, 1998the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Financial Condition. (a) The Borrower Consolidated Audited Financial Statements as of December 31(i) have been audited by KPMG LLP, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein and (iii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the case may beConsolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2013 and prior to the Restatement Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) in all material respects the consolidated financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2013 to and including the date hereof Restatement Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as has not otherwise been disclosed in writing to the Lenders on or prior to the Restatement Date. As of December 31the Restatement Date, 1998the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Term Loan Agreement (Potlatch Corp)
Financial Condition. (a) The Borrower audited consolidated and consolidating balance sheet of Consolidated Financial Statements Parties as of December October 31, 1997 and the audited consolidated and consolidating statements of earnings and statements of cash flows for the years ended October 31, 1997 and October 31, 1996 and for the 3-month period ended January 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender. Such financial statements (including the notes thereto), are complete except for the 3-month financial statements (i) have been audited by Price Waterhouse, (ii) have been prepared in accordance with GAAP consistently, applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each fiscal month and quarterly period ended after October 31, 1997 and prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated and consolidating financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December October 31, 1998 1997 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and except for the Acquisition of Acquired Company A no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Personperson) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as of December 31, 1998has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal years ended December 31, 1998 reported on by the Accountants1999, copies of which have heretofore been furnished to each LenderDecember 31, are complete 2000 and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such dateDecember 31, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2001 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by Deloitte Touche Tohmatsu, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as approved by of such Accountants or Responsible Officer, date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the case may beend of, and as the related unaudited interim statements of earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 2000 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) the consolidated financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2001 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Consolidated Businesses as of December 31, 1998Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Financial Condition. The Borrower Consolidated Financial Statements Company has heretofore delivered to the Agent, at the Agent's request, the following financial statements and information: the audited consolidated balance sheet of the Company and its Subsidiaries as of at December 31, 1998 reported on by 1996 and the Accountantsrelated consolidated statements of income, copies of which have heretofore been furnished to each Lender, are complete stockholders' equity and correct and present fairly the Consolidated financial condition cash flows of the Borrower Company and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows Subsidiaries for the Fiscal Year year then ended. The Borrower Consolidated Financial Statements , (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of at September 30, 1999 certified by a Responsible Officer1997 and the related consolidated statements of income, copies of which have heretofore been furnished to each Lender, are complete stockholders' equity and correct and present fairly the consolidated financial condition cash flows of the Borrower Company and its Consolidated Businesses as Subsidiaries for the 3 months then ended, (iii) the unaudited statements of such dateProperty Gross Revenues and Operating Expenses for each of the Mortgaged Properties for the year ended December 31, 1996 and the consolidated results twelve months ended October 31, 1997. The statements referred to in clause (i) of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been preceding sentence were prepared in accordance conformity with GAAP applied consistently throughout and fairly present, in all material respects, the periods involved (except financial position of the Company and its Subsidiaries as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date thereof and the results of operations of the most recent balance sheet referred Company and its Subsidiaries for the period then ended, subject to above, any changes resulting from audit and normal year end adjustments. Schedule 4.3 annexed hereto sets forth all material Guarantee ObligationContingent Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments other than those permitted by this Agreement and incurred since the date of the most recent financial statements referred to above or delivered pursuant to subsections 5.1(iv) or (v), including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing notes to such financial statements. Such financial statements or notes include all such obligations and commitments required to be included therein in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998accordance with GAAP.
Appears in 1 contract
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheets of Holdings as at September 30, 1998, September 30, 1999, and September 30, 2000, and the related consolidated statements of December 31income and of cash flows for the fiscal years ended on such dates, 1998 reported on by the Accountantsand accompanied by an unqualified report from Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses Holdings as of at such date, and the consolidated results of their its operations and their its consolidated cash flows for the Fiscal Year respective fiscal years then ended. The Borrower Consolidated Financial Statements unaudited consolidated balance sheet of Holdings as of September at June 30, 1999 certified by a Responsible Officer2001, copies and the related unaudited consolidated statements of which have heretofore been furnished to each Lenderincome and cash flows for the nine-month period ended on such date, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses Holdings as of at such date, and the consolidated results of their its operations and its consolidated cash flows for the threenine-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 such Accountants or Responsible Officer, as the case may be, aforementioned firm of accountants and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses hadExcept as described on Schedule 4.1, at the date of the most recent balance sheet referred to above, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31September 30, 1998 2000 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Borrower or any of its Consolidated Businesses Group Member of any material part of its business or property and property. No Change. Since September 30, 2000, there has been no purchase development or other acquisition of any business event that has had or property (including any capital stock of any other Person) material in relation could reasonably be expected to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Agl Resources Inc)
Financial Condition. (a) The Borrower Consolidated Financial Statements combined balance sheets of Polo Xxxxx Xxxren L.P. and its Subsidiaries, Polo Xxxxx Xxxrxx Xxxerprises, L.P., The Ralpx Xxxren Womenswear Company, L.P. and its Subsidiary and Polo Retail Corporation and its Subsidiaries (all of the foregoing, collectively, the "Polo Company") as at March 29, 1997 and the related combined statements of December 31income and retained earnings and of changes in financial position for the fiscal year ended on such date, 1998 reported on by the AccountantsDeloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses Polo Company as of at such date, and the consolidated results of their Polo Company's operations and their consolidated cash flows changes in financial position for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretoto all such financial statements, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved concurred in by such Accountants accountants or Responsible OfficerOfficers, as the case may be, and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses No Polo Company had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability liabilities or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously thereto (and, in the case of such lease or 52 46 commitment, which is required in accordance with GAAP to be reflected in such statements or notes) or which has not otherwise been disclosed to the Administrative Agent Lenders in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated and unaudited consolidating balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal years ended December 31, 1998 reported on by the Accountants1999 and December 31, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended 2000 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited (with respect to such consolidated statements) by Ernst & Young LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows (consolidated only) of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for the 6-month period ended June 30, 2001 and each fiscal month and quarterly period ended after June 30, 2001 and prior to the Closing Date (i) have been prepared in accordance with GAAP (except as approved by such Accountants or Responsible Officerfor the omission of footnotes and subject to year end audit adjustment) consistently applied throughout the periods covered thereby and (ii) present fairly the consolidated and consolidating financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows (consolidated only) of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31June 30, 1998 2001 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition (other than the Transaction and the acquisition of substantially all of the assets of the Pharmaceutical Education and Development Foundation of the Medical University of South Carolina) by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Consolidated Businesses as of December 31, 1998Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Loan Agreement (Aaipharma Inc)
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheet of the Guarantor and its consolidated subsidiaries with respect to its most recent fiscal year included in its Annual Report on Form 10-K for 2003 (as of December 31, 1998 reported on amended through the Funding Date) filed by the AccountantsGuarantor with the SEC, copies and the related consolidated statements of which operations and cash flows for the year then ended have heretofore been furnished to each Lender, are complete prepared in accordance with GAAP and correct and fairly present fairly in all material respects the Consolidated financial condition of the Borrower and its Consolidated Businesses consolidated subsidiaries as of such date, date and the consolidated results of their its operations and their consolidated cash flows for the Fiscal Year then endedsuch period. The Borrower Consolidated Financial Statements consolidated balance sheet of the Guarantor as of September 30, 1999 certified by a Responsible Officer2004 included in its Quarterly Report on Form 10-Q for the period ended September 30, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date2004, and the related consolidated results statement of their operations and cash flows for the three-month period three months then ended have been prepared in accordance with GAAP (subject to normal year-end audit adjustments). All adjustments and the absence of footnotes) and fairly present in all material respects (subject to such adjustments and the absence of footnotes) the financial statements, including condition of the related schedules Guarantor and notes thereto, have been prepared in accordance with GAAP applied consistently throughout its consolidated subsidiaries as of such date and the periods involved (except as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower nor any results of its Consolidated Businesses had, at operations and cash flows for such period. Since the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Guarantor’s Quarterly Report on Form 10-Q for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during the period from December 31ended September 30, 1998 2004, no event has occurred that, alone or with other events, could reasonably be expected to have a Material Adverse Effect, except for (i) the matters addressed and including the date hereof there has been no sale, transfer resolved or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition waived upon consummation of the Borrower Restructuring Transactions, and its Consolidated Businesses as of December 31, 1998(ii) the matters disclosed in Schedule 3.1(e) hereto.
Appears in 1 contract
Samples: Loan Agreement (Flyi Inc)
Financial Condition. (i) The Borrower audited consolidated balance sheet of the Guarantor and its Consolidated Financial Statements Subsidiaries as of the fiscal year ending December 31, 1998 2004 provided to the Buyer and the related audited consolidated statements of income and retained earnings and of cash flows for the year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a "going concern" or like qualification arising out of the scope of the audit conducted by the AccountantsErnst & Young LLP, copies of which have heretofore been furnished to each Lenderthe Buyer, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Guarantor and its Consolidated Businesses Subsidiaries of the foregoing as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower Guarantor nor any of its Consolidated Businesses Subsidiaries had, at as of the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-long term lease or unusual forward or long-long term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which that is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2004 to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Borrower Seller, the Guarantor or any Consolidated Subsidiaries of its Consolidated Businesses the foregoing of any material part of its their business or property Property and no purchase or other acquisition of any business or property Property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Seller, the Guarantor or any Consolidated Subsidiaries of the foregoing on the date hereof other than (A) the sale of 000 0xx Xxxxxx and its Consolidated Businesses as (B) the repayment of December 31, 1998approximately $25,000,000 of mortgage debt.
Appears in 1 contract
Financial Condition. The Borrower audited combined balance sheet of Viacom and its Consolidated Financial Statements Subsidiaries as of at December 31, 1998 reported 2004, and the related audited combined statements of operations, invested equity and comprehensive income (loss) and cash flows of Viacom and its Consolidated Subsidiaries for the fiscal year ended on by such date (in each case presented on a carve-out basis), with the Accountantsopinion thereon of PricewaterhouseCoopers LLC, copies of which have heretofore been furnished to each Lenderof the Lenders (or set forth in the Form S-4 and made available to the Lenders through access to a web site, are complete and correct and including, without limitation, www.sec.gov), fairly present fairly the Consolidated consolidated financial condition of the Borrower Viacom and its Consolidated Businesses Subsidiaries as of at such date, date and the consolidated results of their operations and their consolidated cash flows xxxxx xxxxations for the Fiscal Year then endedfiscal year ended on such date in accordance with GAAP. The Borrower unaudited combined balance sheet of Viacom and its Consolidated Financial Statements Subsidiaries as of at September 30, 1999 certified by 2005, and the related unaudited combined statements of operations and cash flows of Viacom and its Consolidated Subsidiaries for the nine-month period then ended (in each case presented on a Responsible Officercarve-out basis), copies of which have heretofore been furnished to each Lenderof the Lenders (or set forth in the Form S-4 and made available to the Lenders through access to a web site, are complete and correct and including, without limitation, www.sec.gov), fairly present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower Viacom and its Consolidated Businesses as of such date, Subsidiaries xx xx xxxx date and the consolidated results of their operations for the threenine-month period then ended (subject to normal year-end audit adjustments). All on such financial statements, including the related schedules and notes thereto, have been prepared date in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein)GAAP. Neither the Borrower Viacom nor any of its Consolidated Businesses hadMaterial Subsidiaries had on September 30, at the date of the most recent balance sheet 2005 any known material contingent liability, except as referred to above, any material Guarantee Obligation, contingent liability or liability reflected or provided for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements Exchange Act Report or in such balance sheets (or the notes thereto. Except ) as previously disclosed to the Administrative Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31, 1998at such date.
Appears in 1 contract
Samples: New Viacom Corp.
Financial Condition. The consolidated balance sheet of the Borrower Consolidated Financial Statements and its consolidated Subsidiaries as of at December 31, 1998 2001, and the related consolidated statements of operations and of cash flows for the fiscal year ended December 31, 2001, reported on by the AccountantsPricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year year then ended. The consolidated balance sheet of the Borrower Consolidated Financial Statements and its consolidated Subsidiaries as of September at June 30, 1999 certified by a Responsible Officer2002 and the related consolidated statements of operations and of cash flows for the six months ended June 30, 2002, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the threesix-month period then ended (subject to normal year-end audit adjustments)ended. 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 such Accountants or Responsible Officer, as the case may be, accountants and as disclosed thereintherein and, with respect to the June 30, 2002 financial statements, for the absence of footnotes and year-end adjustments). Neither Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower nor any of its Consolidated Businesses consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any 44 material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writingset forth on Schedule 5.1, during the period from December 31June 30, 1998 2002 to and including the date hereof Restatement Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses consolidated Subsidiaries of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of December 31consolidated Subsidiaries at June 30, 19982002.
Appears in 1 contract
Financial Condition. (a) The Borrower Consolidated Financial Statements as audited consolidated and consolidating balance sheets and income statements of APF for the calendar years ended December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30December 31, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by Pricewaterhouse Coopers, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of APF as approved by of such Accountants or Responsible Officer, date and for such periods. The unaudited interim balance sheets of APF as at the case may beend of, and as the related unaudited interim statements of earnings and of cash flows for, each calendar month and quarterly period ended after December 31, 1999 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) the consolidated and consolidating financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability APF as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 1999 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses APF or the Combined Parties of any material part of its the business or property of the Combined Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Combined Parties taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrower and its Consolidated Businesses as of December 31, 1998Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit and Reimbursement Agreement (CNL American Properties Fund Inc)
Financial Condition. (a) The Borrower Consolidated Financial Statements audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of December March 31, 1998 reported on by 1994, March 31, 1995 and March 31, 1996 and the Accountantsaudited consolidated statements of earnings, copies statements of which shareholders' equity and statements of cash flows for the years ended March 31, 1994, March 31, 1995 and March 31, 1996 have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated . Such financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended statements (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by Ernst & Young LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except iii) present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings and its consolidated Subsidiaries as approved by of such Accountants or Responsible Officer, as the case may be, dates and as disclosed therein)for such periods. Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December March 31, 1998 1996 to and including the date hereof Effective Date, except as provided in the Transaction Documents, there has been no sale, transfer or other disposition by the Borrower or any of Holdings and its Consolidated Businesses consolidated Subsidiaries of any material part of its the business or property of Holdings and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Holdings and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in a writing to the Lenders on or prior to the Effective Date.
Appears in 1 contract
Financial Condition. (a) The Borrower audited consolidated balance sheet of the Consolidated Financial Statements Parties, and the related consolidated statements of earnings and statements of cash flows, as of December March 31, 1998 reported on by the Accountants, copies of which 2001 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick, are complete (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated financial condition of the Borrower and its Consolidated Businesses Parties as of such datedate and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for for, each quarterly period ended after March 31, 2001 and prior to the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December March 31, 1998 2001 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Parties of any material part of its the business or property of the Consolidated Parties, taken as a whole, and there has been no purchase Acquisition, in each case, which, is not reflected in the foregoing financial statements or other acquisition of any business in the notes thereto or property (including any capital stock of any other Person) material has not otherwise been disclosed in relation writing to the consolidated financial condition of Agents on or prior to the Borrower and its Consolidated Businesses as of December 31, 1998Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Airgas Inc)
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of Parties for the fiscal years ended December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30December 31, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by PricewaterhouseCoopers LLP, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited consolidated interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited consolidated interim statements of earnings for, each fiscal quarterly period ended after December 31, 1999 (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim statements of income and retained earnings of the Consolidated Parties for each calendar month ended after December 31, 2000 and prior to the Amendment Closing Date (i) have been prepared in accordance with GAAP (except as approved by such Accountants or Responsible Officer, as for the case may be, omission of footnotes and as disclosed therein). Neither subject to year end audit adjustments) consistently applied throughout the Borrower nor any periods covered thereby and (ii) present fairly the consolidated financial condition and results of its Consolidated Businesses had, at the date operations of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 1999 to and including the date hereof Amendment Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Banks on or prior to the Amendment Closing Date. As of the Amendment Closing Date, the Borrower and its Consolidated Businesses as of December 31, 1998Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit Agreement (Ethyl Corp)
Financial Condition. (l) The Borrower Consolidated Audited Financial Statements as of December 31(i) have been audited by KPMG LLP, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein and (iii) present fairly (on the basis disclosed in the footnotes to such Accountants or Responsible Officerfinancial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the case may beConsolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2013 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed therein). Neither in the Borrower nor any footnotes to such financial statements) in all material respects the consolidated financial condition, results of its Consolidated Businesses had, at the date operations and cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2013 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of December 31the Closing Date, 1998the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Financial Condition. (a) The Borrower audited consolidated balance sheets and income statements of the Consolidated Financial Statements as of December 31Parties for the fiscal years ended January 3, 1998 reported on by the Accountantsand December 28, copies of which 1996 have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated Agent. Such financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended statements (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto) (i) have been audited by Ernst & Young, LLP (ii) have been prepared in accordance with GAAP consistently, applied consistently throughout the periods involved covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited consolidated interim balance sheet of the Consolidated Parties as at the end of, and the related unaudited consolidated interim statements of earnings and of cash flows for, each fiscal month ended after January 3, 1998 and prior to the Closing Date, have heretofore been furnished to the Agent. Such interim financial statements for each such monthly period, (i) have been prepared in accordance with GAAP (except as approved by such Accountants or Responsible Officerfor the absence of footnotes) consistently applied throughout the periods covered thereby and (ii) present fairly the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31January 3, 1998 to and including the date hereof Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Personperson) material in relation to the consolidated financial condition of the Borrower Consolidated Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Businesses as of December 31, 1998has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. (a) The Borrower Consolidated Financial Statements as of December 31, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition audited consolidated balance sheets of the Borrower and its Consolidated Businesses consolidated Subsidiaries as of September 30, 2004 and September 30, 2005 and the consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended September 30, 2003, September 30, 2004 and September 30, 2005, reported on by and accompanied by unqualified reports from KPMG LLP, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year respective fiscal years then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments)Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such Accountants or a Responsible Officer, as the case may beand disclosed in any such schedules and notes, and as disclosed thereinsubject to the omission of footnotes from such unaudited financial statements). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2005 to and including the date hereof Closing Date, except as provided in or permitted under the Investment Agreement or in connection with the Transactions, there has been no sale, transfer or other disposition by the Borrower or any of and its Consolidated Businesses consolidated Subsidiaries of any material part of its the business or property of the Borrower and its consolidated Subsidiaries taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
Financial Condition. (a) The Borrower Consolidated Financial Statements as of December 31, 1998 reported on by the Accountants, has delivered copies of which have heretofore been furnished the following financial statements to each Lender, are complete and correct and present fairly the Consolidated financial condition Agent: (i) the audited consolidated balance sheet of the Borrower and its Consolidated Businesses Overseas at December 31, 1997 and December 31, 1996 and the related consolidated statements of income, shareholders equity and cash flows of the Borrower and Overseas for the three-year period ended December 31, 1997, certified by the independent certified public accountants of the Borrower and (ii) the unaudited consolidated balance sheet of the Borrower and Overseas at August 31, 1998 and the related statements of income, retained earnings and cash flows for the Borrower and Overseas for the eight-month periods ended August 31, 1997 and August 31, 1998. The foregoing financial statements referred to in clauses (i) and (ii) were prepared in accordance with GAAP, have been prepared from, and are consistent with, the books and records of the Borrower and Overseas, respectively, and fairly present in all material respects the consolidated financial position of the Borrower and Overseas, respectively, as of such date, at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such dateOverseas, and the consolidated results of their operations respectively, for the three-month period periods 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 such Accountants or Responsible Officer, as the case may be, and as disclosed therein)ended. Neither the Borrower nor any of its Consolidated Businesses hadOverseas had at December 31, at the date of the most recent balance sheet referred to above, 1997 any material Guarantee Obligationcontingent liabilities, contingent liability liabilities for Taxes or liability for taxes, or any long-term lease or leases, unusual forward or long-term commitment, including, without limitation, commitments or unrealized or unanticipated losses from any interest rate or foreign currency swap or exchange transaction, unfavorable commitments which is not are of a type required by GAAP to be reflected in the foregoing financial statements or in the notes theretothereto which are not so reflected. Except as previously disclosed No events which have had or could reasonably be expected to the Administrative Agent in writing, during the period from have a Material Adverse Effect have occurred since December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses 1997 except as of December 31, 1998reflected therein.
Appears in 1 contract
Financial Condition. (a) The Borrower Consolidated Financial Statements consolidated balance sheet of Global Signal and its consolidated Subsidiaries as of at December 31, 1998 reported 2004 and the related consolidated statements of income and of cash flows for the fiscal period ended on such date, audited by the AccountantsErnst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the Consolidated consolidated financial condition of the Borrower Global Signal and its Consolidated Businesses consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal period then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-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 (except for, in the case of any unaudited financial statements, the absence of footnotes and year-end adjustments) applied consistently throughout the periods involved (except as approved by such Accountants accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Borrower Global Signal nor any of its Consolidated Businesses consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability Contingent Liability (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments, or in the Global Signal Public Filings. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2004 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower Global Signal or any of its Consolidated Businesses respective consolidated Subsidiaries of any material part of its business or property (other than as permitted hereunder) and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) ), other than Acquisitions not prohibited under this Agreement or the other Loan Documents, material in relation to the consolidated financial condition of the Borrower Global Signal and its Consolidated Businesses as of consolidated Subsidiaries at December 31, 19982004.
Appears in 1 contract
Samples: Global Signal Inc
Financial Condition. [(a)] (a) [(i)](i) The Borrower Consolidated Financial Statements audited consolidated balance sheet of Holdings as of at December 31, 1998 [2002,]2006, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by the Accountantsand accompanied by an unqualified report from PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses Holdings as of at such date, and the consolidated results of their its operations and their its consolidated cash flows for the Fiscal Year fiscal year then ended. The Borrower Consolidated Financial Statements , (ii) the unaudited consolidated balance sheet of Holdings as at March 31, [2003,]2007, and the related unaudited consolidated statements of September 30income and cash flows for the three-month period ended on such date, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses Holdings as of at such date, and the consolidated results of their its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All ) and (iii) all such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officerthe aforementioned firm of accountants and disclosed therein and, as in the case may beof clause (ii), and as disclosed thereinexcept for the absence of footnotes). Neither the Borrower nor any of its Consolidated Businesses had, at the date As of the most recent balance sheet referred to aboveAmendment Effective Date, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph[, any financial statements for any periods after March 31, 2003 delivered prior to the Amendment Effective Date or the Confidential Information Memorandum dated June 26, 2003 relating to the syndication of the Tranche B Term Loans] (it being understood that “material” shall be construed in the notes theretocontext of all Group Members taken as a whole). Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 [2002]2006 to and including the date hereof hereof, there has been no sale, transfer or other disposition Disposition by the Borrower or any of its Consolidated Businesses Group Member of any material part of its the business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses Group Members taken as of December 31, 1998a whole.
Appears in 1 contract
Samples: Credit Agreement (Mq Associates Inc)
Financial Condition. The Borrower Consolidated Financial Statements audited consolidated balance sheet of the Parent and its consolidated Subsidiaries as of December 31, 1998 reported on by 2013, the Accountantsaudited consolidated balance sheet of Texadian and its consolidated Subsidiaries as of December 31, 2013, and the related consolidated statements of income, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Texadian and its Consolidated Businesses Parent and their respective consolidated Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year period then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such Accountants accountants or Responsible Officer, as the case may be, and as otherwise disclosed therein). Neither the Borrower Texadian nor any of its Consolidated Businesses respective 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2013, to and including the date Amendment Effective Date hereof there has been no sale, transfer or other disposition by the Borrower Texadian or any of its Consolidated Businesses consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower Texadian and its Consolidated Businesses consolidated Subsidiaries as of December 31, 19982013.
Appears in 1 contract
Samples: Uncommitted Credit Agreement (Par Petroleum Corp/Co)
Financial Condition. (a) The audited consolidated balance sheets of ------------------- the Borrower Consolidated Financial Statements and its Subsidiaries as of December 31March 29, 1996, March 28, 1997 and April 3, 1998, and the audited consolidated statements of earnings and statements of cash flows of the Borrower and its Subsidiaries for the years ended March 29, 1996, March 28, 1997 and April 3, 1998 reported on by the Accountants, copies of which have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Ernst & Young, are complete LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and correct and (iii) present fairly (on the Consolidated basis disclosed in the footnotes to such financial condition statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Consolidated Businesses Subsidiaries as of such datedates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at the end of, and the consolidated results related unaudited interim statements of their operations earnings and their consolidated of cash flows for the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of for, each fiscal month and quarterly period ended after September 30, 1999 certified by a Responsible Officer, copies of 1998 and prior to the Closing Date for which financial information is available have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated . Such interim financial condition of the Borrower and its Consolidated Businesses as of statements for each such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved by such Accountants or Responsible Officer, as for the case may beabsence of footnotes, and as disclosed therein). Neither (ii) present fairly the consolidated financial condition, results of operations and cash flows of the Borrower nor any and its Subsidiaries as of its Consolidated Businesses hadsuch dates and for such periods, at except for recurring annual audit adjustments. During the date of period from April 3, 1998 to and including the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability Closing Date or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except other than as previously disclosed to in filings made by the Administrative Agent in writingBorrower with the Securities and Exchange Commission, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in Schedule 5.1, the balance sheets and ------------ the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and its Consolidated Businesses Subsidiaries as of December 31, 1998the dates thereof.
Appears in 1 contract
Financial Condition. The Borrower Consolidated Financial Statements as audited consolidated balance sheet of Holdings and its consolidated Subsidiaries for the years ended December 31, 1998 reported 2003, 2004 and 2005 and the related consolidated statements of income and cash flow for the fiscal years ended on by such dates (including the Accountantsnotes thereto), copies of which have heretofore been furnished delivered to each Lenderthe Lenders, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Holdings and its Consolidated Businesses Subsidiaries as of such date, at said date and the consolidated results of their its operations and their its consolidated cash flows for the Fiscal Year respective fiscal year then endedended in accordance with IFRS. The Borrower Consolidated Financial Statements as audited unconsolidated balance sheet of September 30each of Pagbilao and Sual for the years ended December 31, 1999 certified by a Responsible Officer2003, 2004 and 2005 and the related unconsolidated statements of income and cash flow for the fiscal years ended on such dates (including the notes thereto), copies of which have heretofore been furnished delivered to each Lenderthe Lenders, are complete and correct and present fairly the consolidated unconsolidated financial condition of Pagbilao and Sual, respectively, as at said date and the Borrower unconsolidated results of its operations and its Consolidated Businesses as of such date, and the consolidated results of their operations unconsolidated cash flows for the three-month period respective fiscal year 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 IFRS. Except as approved by such Accountants or Responsible Officerwould not reasonably be expected to have a Material Adverse Effect, as the case may be, and as disclosed therein). Neither the Borrower neither Holdings nor any of its Consolidated Businesses had, at the date Subsidiaries will as of the most recent balance sheet referred to above, Closing Date have any material Debt or Guarantee ObligationObligations, contingent liability liabilities or liability liabilities for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, leases including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph or in the notes thereto. Except as previously otherwise expressly disclosed to the Administrative Facility Agent in writing, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material in relation prior to the consolidated financial condition of Closing Date or disclosed in the Borrower and its Consolidated Businesses as of December 31, 1998Confidential Information Memorandum.
Appears in 1 contract
Samples: Credit Agreement (Mirant Corp)
Financial Condition. The Borrower consolidated and consolidating balance sheets of the Company and its Consolidated Financial Statements Subsidiaries as at February 3, 1996 and the related consolidated and consolidating statements of December 31income, 1998 reported retained earnings and changes in financial position (or of cash flow, as the case may be) of the Company and its Consolidated Subsidiaries for the fiscal year ended on by said date, with the Accountantsopinion thereon (in the case of said consolidated balance sheet and statements) of Ernst & Young LLP, copies and the unaudited consolidated balance sheets of which have the Company and its Consolidated Subsidiaries as at August 3, 1996 and the related consolidated statements of income, retained earnings and changes in financial position (or of cash flow, as the case may be) of the Company and its Consolidated Subsidiaries for the six-month period ended on such date, heretofore been furnished to each Lenderthe Bank, are complete and correct and fairly present fairly the Consolidated consolidated and consolidating financial condition condition, as the case may be, of the Borrower Company and its Consolidated Businesses Subsidiaries as of such date, at said dates and the consolidated results of their operations and their consolidated cash flows for consolidating results, as the Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30case may be, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the threefiscal year and six-month period then ended on said dates (subject subject, in the case of such financial statements as at August 3, 1996, to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP generally accepted accounting principles and practices applied consistently throughout the periods involved (except as approved by such Accountants or Responsible Officer, as the case may be, and as disclosed therein)on a consistent basis. Neither the Borrower Company nor any of its Consolidated Businesses had, at the date of the most recent balance sheet referred to above, Subsidiaries had on said dates any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in said balance sheets as at said dates. Since August 3, without limitation1996, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed other than with respect to the Administrative Agent in writingCAT Transaction, during the period from December 31, 1998 and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses of any material 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) material adverse change in relation to the consolidated financial condition condition, operations, business or prospects taken as a whole of the Borrower Company and its Consolidated Businesses Subsidiaries from that set forth in said financial statements as of December 31, 1998.at said date. CREDIT AGREEMENT
Appears in 1 contract
Samples: Credit Agreement (Cygne Designs Inc)
Financial Condition. (a) The consolidated balance sheet of the Borrower Consolidated Financial Statements as of and the Restricted Subsidiaries at December 31, 1998 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by the AccountantsXxxxxx Xxxxxxxx L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Consolidated Businesses the Restricted Subsidiaries, taken as of a whole, as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year fiscal year then ended. The unaudited consolidated balance sheet of the Borrower Consolidated Financial Statements and the Restricted Subsidiaries as at March 31, 1998 and the related unaudited consolidated statements 52 of September 30, 1999 certified by a Responsible Officeroperations and of cash flows for the three-month period ended on such date (the "Interim Statements"), copies of which have heretofore been furnished to the Agent (with copies for each Lender), are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its Consolidated Businesses the Restricted Subsidiaries as of at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of complete footnote disclosure). 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 such Accountants or Responsible Officer, as the case may be, accountants and as disclosed therein). Neither the Borrower nor any of its Consolidated Businesses had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability therein and except for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transactioninterim financial statements, which is not reflected in the foregoing statements or in the notes theretoare subject to normal year-end adjustments and lack footnotes). Except as previously disclosed to set forth in Schedule 5.1 and except for the Administrative Agent in writingXxxx Acquisition, during the period from December 31, 1998 1997 to and including the date hereof Effective Date there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Businesses the Restricted Subsidiaries of any material part of its business business, assets or property and no purchase or other acquisition of any business business, assets or property (including any capital stock Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its Consolidated Businesses as of the Restricted Subsidiaries at December 31, 19981997.
Appears in 1 contract
Samples: Credit Agreement (Radio One Inc)
Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower Consolidated Financial Statements and its consolidated Subsidiaries as of December 31, 1998 2003, December 31, 2004 and December 31, 2005 and the related consolidated statements of operations, stockholder’s equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, and the Accountants, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated financial condition unaudited consolidated balance sheets of the Parent Borrower and its Consolidated Businesses consolidated Subsidiaries as of June 30, 2006 and the related consolidated statements of operations and cash flows for the period ended on such date, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year respective fiscal years or periods then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its Consolidated Businesses as of such date, and the consolidated results of their operations for the three-month period then ended (subject to normal year-end audit adjustments)Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such Accountants or a Responsible Officer, as the case may beand disclosed in any such schedules and notes, and as disclosed thereinsubject to the omission of footnotes from such unaudited financial statements). Neither the Borrower nor any of its Consolidated Businesses 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 forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as previously disclosed to the Administrative Agent in writing, during During the period from December 31, 1998 2005 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Parent Borrower or any of and its Consolidated Businesses consolidated Subsidiaries of any material part of its the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its Consolidated Businesses consolidated Subsidiaries, taken as of December 31a whole, 1998in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.
Appears in 1 contract
