Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2013 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis. (b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Black Stone Minerals, L.P.)
Financial Condition. (a) The Projected Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof and are based upon good faith estimates and assumptions believed by management of Holdings to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.
(ib) The audited consolidated balance sheet sheets of the Borrower Holdings and its Consolidated Subsidiaries as of December January 31, 2013 2018, January 31, 2019 and January 31, 2020 and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal years ended on said datesuch dates, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAsreported on by and accompanied by an unqualified report from PricewaterhouseCoopers, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30LLP, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and present fairly present in all material respects the consolidated financial position condition of the Borrower Holdings and its Consolidated Subsidiaries as at said dates such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its Subsidiaries as at October 31, 2020, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the trailing nine-month period then ended (subject to the absence of footnotes and normal year or fiscal quarter ending on said datesend audit adjustments). All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as applied on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on of the Closing Date Date, any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and past due liabilities for taxes, or any long term leases or unusual forward or long-long term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to or reflected or provided for in this paragraph to the Financial Statementsextent required by GAAP. Since During the period from January 31, 2020 to and including the date of the Financial Statementshereof, (i) there has been no Disposition by any Group Member of any material adverse change in part of its business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) property and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes not disclosed in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only financial statements referred to in the ordinary course consistent with past business practicesthis paragraph.
Appears in 2 contracts
Sources: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Financial Condition. (a) The (i) audited consolidated balance sheet Obligors have heretofore furnished to each of the Borrower Lenders the consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of at December 31, 2013 1996 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY said consolidated balance sheet and statements) of Arthur Andersen L.L.P., and the unaudited consolidated and consolida▇▇▇▇ Frankfort ▇a▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet eets of the Borrower Company and its Consolidated Subsidiaries as of September 30at July 31, 2014 1997 and the related consolidated statement and consolidating statements of income, partners’ capital income and cash flow retained earnings of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter seven-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Obligors, and its Consolidated Subsidiaries (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and seven-month period ended on said datesdates (subject, in the case of such financial statements as at July 31, 1997, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither , except as otherwise indicated in the Borrower nor any Subsidiary notes thereto. None of the Obligors has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1996, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only Obligors from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 2 contracts
Sources: Third Amended and Restated Credit Agreement (Cornell Corrections Inc), Credit Agreement (Cornell Corrections Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Parent MLP and its Consolidated Subsidiaries as of December 31, 2013 2016 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Ernst & ▇▇▇▇ CPAs, Young LLP and (ii) consolidated balance sheet of the Borrower Parent MLP and its Consolidated Subsidiaries as of September June 30, 2014 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower Parent MLP and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis.
(b) Neither the Borrower Parent MLP nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPOMLP, the Parent MLP) Borrower and its the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 2 contracts
Sources: Credit Agreement (Black Stone Minerals, L.P.), Credit Agreement (Black Stone Minerals, L.P.)
Financial Condition. (a) The Borrowers have heretofore furnished to each of the Banks the following:
(i) audited the consolidated balance sheet of the Borrower AGFI and its Consolidated Subsidiaries as of December 31, 2013 2007 and the related consolidated statement statements of income, partners’ capital funds and cash flow flows of the Borrower AGFI and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and PricewaterhouseCoopers; and
(ii) the unaudited consolidated balance sheet of AGFI and its Subsidiaries as of March 31, 2008 and the related consolidated statements of income and cash flows of AGFI and its Subsidiaries for the three-month period ended on said date.
(iii) the consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September 30December 31, 2014 2007 and the related consolidated statement statements of income, partners’ capital funds and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter year ended on said date, heretofore furnished to each with the opinion thereon of PricewaterhouseCoopers; and
(iv) the unaudited consolidated balance sheet of the Lenders are complete Company and correct its Subsidiaries as of March 31, 2008 and fairly the related consolidated statements of income and cash flows of the Company and its Subsidiaries for the three-month period ended on said date. All such financial statements present fairly, in all material respects respects, the consolidated financial position of the Borrower AGFI and its Consolidated Subsidiaries or the Company and its Subsidiaries, as at said dates the case may be, and the consolidated results of its their operations and cash flows for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at the end of such fiscal quarter, to normal year-end audit adjustments), all in accordance conformity with GAAP, as applied on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsgenerally accepted accounting principles. Since the date of the Financial StatementsDecember 31, (i) 2007, there has been no material adverse change in or affecting the business, assetsconsolidated financial condition, operations or financial condition business taken as a whole of AGFI and its Subsidiaries or the Borrower (or following the Parent MLP IPO, the Parent MLP) Company and its Subsidiaries, taken as a whole (exclusive the case may be, from that set forth in said respective financial statements as of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicessaid date.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (American General Finance Inc), 364 Day Credit Agreement (American General Finance Corp)
Financial Condition. (a) The (i) audited consolidated balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of December 31, 2013 2003 and December 31, 2004 and the related consolidated statement statements of income, partnerscash flows and stockholders’ capital and cash flow equity of the Borrower Company and its Consolidated Subsidiaries for the fiscal years ended on said datedates, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Ernst & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said dateYoung LLP, heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said dates, all in accordance with GAAP, as applied on a consistent basis.
(b) generally accepted accounting principles. Neither the Borrower Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date said balance sheet as at said dates.
(b) The consolidated balance sheets of the Financial StatementsCompany and its Subsidiaries as of June 30, 2005 and the related consolidated statements of income, cash flows and stockholders’ equity of the Company and its Subsidiaries for the six-month period ended on said date, heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of the Company and its Subsidiaries as at said date and the consolidated results of their operations for the six-month period ended on said date, all in accordance with generally accepted accounting principles. Neither the Company nor any of its Subsidiaries had on said date any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date.
(ic) Since December 31, 2004, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) Company and its Subsidiaries, Subsidiaries (taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbonswhole), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 2 contracts
Sources: Credit Agreement (Newell Rubbermaid Inc), Credit Agreement (Newell Rubbermaid Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of December 31, 2013 2006 and December 31, 2007 and the related consolidated statement statements of income, partnerscash flows and stockholders’ capital and cash flow equity of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said datedates, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Ernst & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said dateYoung LLP, heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said dates, all in accordance with GAAP, as applied on a consistent basis.
(b) generally accepted accounting principles. Neither the Borrower nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date said balance sheet as at said dates.
(b) The consolidated balance sheets of the Financial StatementsBorrower and its Subsidiaries as of June 30, 2008 and the related consolidated statements of income, cash flows and stockholders’ equity of the Borrower and its Subsidiaries for the six-month period ended on said date, heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at said date and the consolidated results of their operations for the six-month period ended on said date, all in accordance with generally accepted accounting principles. Neither the Borrower nor any of its Subsidiaries had on said date any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date.
(ic) Since December 31, 2007, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, Subsidiaries (taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbonswhole), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 2 contracts
Sources: Credit Agreement (Newell Rubbermaid Inc), Credit Agreement (Newell Rubbermaid Inc)
Financial Condition. Borrower agrees to promptly deliver to Lender all publicly filed financial information when and to the extent that the same is made available to the general public. Borrower has heretofore furnished to Lender a copy of (a) The (i) audited its consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the fiscal year of Borrower and its Consolidated Subsidiaries as of ended December 31, 2013 1997 and the related consolidated statement statements of income, partners’ capital income and retained earnings and of cash flow of the flows for Borrower and its Consolidated consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, (b) its consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for such fiscal years ended on said dateyear and the related consolidated statements of income and retained earnings and of cash flows for Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of UHY Ernst & Young and Coopers & ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (iic) its consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of Borrower and its Consolidated Subsidiaries as of September 30ended March 31, 2014 1998 and the related consolidated statement statements of income, partners’ capital income and retained earning and of cash flow of the flows for Borrower and its Consolidated consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the fiscal quarter ended on said date, heretofore furnished to each of figures for the Lenders previous year. All such financial statements are complete and correct and fairly present present, in all material respects respects, the consolidated financial position condition of the Borrower and its Consolidated Subsidiaries and the consolidated results of their operations as at said such dates and the results of its operations for the such fiscal year or fiscal quarter ending on said datesperiods, all in accordance with GAAP, as GAAP applied on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial StatementsMarch 31, (i) 1998, there has been no material adverse change in or affecting the consolidated business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, consolidated Subsidiaries taken as a whole (exclusive of changes resulting solely from changes that set forth in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicessaid financial statements.
Appears in 2 contracts
Sources: Master Loan and Security Agreement (Capital Trust), CMBS Loan Agreement (Capital Trust)
Financial Condition. (a1) The (i) audited consolidated balance sheet of the Borrower ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries as of December 31, 2013 2003, and the related consolidated statement statements of income, partners’ income and reconciliation of capital and cash flow accounts of the Borrower ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries for the fiscal years ended 12 months ending on said that date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Ernst & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said dateYoung, heretofore furnished to each of the Lenders are complete and correct and Bank, fairly present in all material respects and in accordance with GAAP the consolidated financial position condition of the Borrower ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries as at said dates the date of such balance sheet and the results of its their operations for the fiscal year or fiscal quarter period ending on said datesdate, all in accordance with GAAPrespectively. To the best of ▇▇▇▇▇▇ Bermuda's knowledge and belief, as applied on a consistent basis.
(b) Neither the Borrower neither ▇▇▇▇▇▇ Bermuda nor any Consolidated Subsidiary has had on the Closing Date December 31, 2003, any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, taxes or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentswhich are material in amount in relation to the consolidated financial condition of ▇▇▇▇▇▇ Bermuda and the Consolidated Subsidiaries, except as referred to or reflected or provided for in said consolidated balance sheet or the Financial Statementsrelated notes to consolidated financial statements as at that date. Since From December 31, 2003 to the date of the Financial Statementsthis Agreement, (i) there has been no change or event that could reasonably be expected to have had a Material Adverse Effect except for any changes or events that are disclosed in Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed by ▇▇▇▇▇▇ Bermuda with the Securities and Exchange Commission.
(2) The consolidated balance sheet of ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries as of June 30, 2004, and the consolidated statements of income of ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries for the 3 months ending on that date, hereretofore furnished to the Bank, fairly present in all material adverse change respects and in or affecting accordance with GAAP (subject to the business, assets, operations or absence of year-end notes and to normal year-end audit adjustments) consolidated financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries at the date of such balance sheet and the results of their operations for the period ending on said date, respectively. To the best of ▇▇▇▇▇▇ Bermuda's knowledge and belief, neither ▇▇▇▇▇▇ Bermuda nor any Consolidated Subsidiary had on December 31, 2003, any contingent liabilities, liabilities for taxes or unusual forward or long-term commitments which are material in amount in relation to the consolidated financial condition of ▇▇▇▇▇▇ Bermuda and the Consolidated Subsidiaries, taken except as a whole (exclusive of changes resulting solely from changes referred to or reflected or provided for in said consolidated balance sheet or the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesrelated notes to consolidated financial statements as at that date.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated and consolidating balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 1996 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and changes in financial position (or of cash flow flow, as the case may be) of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY said consolidated balance sheet and statements) of Coopers & Lybran▇, ▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP the unaudited consolidated and (ii) consolidated consolidating balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of September at June 30, 2014 1997 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and changes in financial position (or of cash flow flow, as the case may be) of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated Subsidiaries Subsidiaries, and the unconsolidated financial condition of the Company and of each of its Consolidated Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 1997, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) . Neither the Borrower Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1996, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole of the Company and its Consolidated Subsidiaries from that set forth in said financial statements as at said date.
(exclusive b) With respect to each Insurance Subsidiary, the statutory financial statements of changes resulting solely from changes in the price of Hydrocarbons)such Insurance Subsidiary as at December 31, 1996, as filed with its Applicable Insurance Regulatory Authority, and (ii) the business quarterly statement for the six-month period ended on June 30, 1997, heretofore furnished to each of the Borrower (and following Lenders, fairly present the Parent MLP IPO, the Parent MLP) financial condition of such Insurance Subsidiary as at said dates and its Restricted Subsidiaries has been conducted only results of operations for its fiscal year and six-month period ended on said dates, in each case, in accordance with statutory reporting practices prescribed or permitted by its Applicable Insurance Regulatory Authority for the ordinary course consistent with past business practices.preparation of financial statements Credit Agreement ----------------
Appears in 1 contract
Financial Condition. (a) The Company has heretofore furnished to each of the Banks (ia) audited the consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of December at October 31, 2013 1996 and the related consolidated statement statements of income, partners’ capital operations and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP KPMG Peat Marwick and (iib) the unaudited consolidated balance sheet of the Borrower Company and its Consolidated Credit Agreement --------------- Subsidiaries as of September at April 30, 2014 1997 and the related consolidated statement statements of income, partners’ capital operations and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter three- month period ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly All such financial statements present fairly, in all material respects respects. the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as at said dates and the results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject in the case of such financial statements as at April 30, 1997 to normal year-end audit adjustments), all in accordance conformity with GAAP, as applied on a consistent basis.
(b) Neither generally accepted accounting principles in the Borrower United States of America. None of the Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements (or in the Financial Statementsnotes thereto) as at said dates. Since the date of the Financial StatementsOctober 31, (i) 1996, there has been no material adverse change in or affecting the consolidated business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) Company and its Subsidiaries, Subsidiaries taken as a whole from that set forth in said financial statements as at said dates.
(exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iib) the business The Company has heretofore furnished to each of the Borrower (Banks the annual and following quarterly Statutory Statements of each of its Material Insurance Subsidiaries for the Parent MLP IPOfiscal year ended October 31, 1996 and for the quarterly fiscal period ended April 30, 1997 as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material respects, the Parent MLP) financial condition of each Insurance Subsidiary. respectively, as at the respective dates thereof and its Restricted Subsidiaries has been conducted only results of operations through fiscal year ended on October 31, 1996 and the quarterly fiscal period ended April 30, 1997, in accordance with statutory accounting practices prescribed or permitted by the ordinary course consistent with past business practicesApplicable Insurance Regulatory Authority.
Appears in 1 contract
Sources: Credit Agreement (Xl Capital LTD)
Financial Condition. (a) The (i) A. Company has heretofore delivered to Lenders, at Lenders’ request, the audited consolidated balance sheet sheets, statements of income and cash flows of Company and its Subsidiaries as at and for the year ended December 31, 2005, and the unaudited consolidated balance sheets, statements of income and cash flows of Company and its Subsidiaries as at and for the fiscal quarter ended March 31, 2006. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the Borrower entities described in such financial statements as at the respective dates thereof and its Consolidated Subsidiaries the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnote disclosure. With respect to the audited financial statements as of December 31, 2013 and the related consolidated statement of income2005, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates and the results neither Company nor any of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis.
(b) Neither the Borrower nor Subsidiaries has any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Contingent Obligation, contingent liabilities, liabilities liability or liability for taxes, long-term lease or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitment that, except as referred to or of the Closing Date, is not reflected or provided for in the Financial Statements. Since foregoing financial statements or the date notes thereto and, as of any Funding Date subsequent to the Financial StatementsClosing Date, (i) there has been no is not reflected in the most recent audited financial statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and that, in any such case, is required by GAAP to be reflected in such financial statements or the notes thereto and material adverse change in or affecting relation to the business, operations, properties, assets, operations condition (financial or otherwise) or prospects of Company or any of its Subsidiaries.
B. Company has heretofore delivered to Lenders, at Lenders’ request, the audited Annual Statements for each of Standard Insurance Company and The Standard Life Insurance Company of New York as at and for the year ended December 31, 2005, and the unaudited Quarterly Statements as at and for the fiscal quarter ended March 31, 2006. All such statements were prepared in conformity with SAP and fairly present, in all material respects, the financial condition position of the Borrower (entities described in such financial statements as at the respective dates thereof. With respect to such audited Annual Statements as of December 31, 2005, none of such Insurance Subsidiaries has any Contingent Obligation, contingent liability or following liability for taxes, long-term lease or unusual forward or long-term commitment that, as of the Parent MLP IPOClosing Date, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes is not reflected in the price foregoing financial statements or the notes thereto and, as of Hydrocarbons)any Funding Date subsequent to the Closing Date, and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only is not reflected in the ordinary course consistent with past business practicesmost recent audited Annual Statements delivered to Lenders pursuant to subsection 6.1 or the notes thereto and that, in any such case, is required by SAP to be reflected in such financial statements or the notes thereto and material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of such Insurance Subsidiaries.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet Company has heretofore furnished to each of the Borrower Lenders consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of at December 31, 2013 1993 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) said consolidated balance sheet and statements) of Price Waterhouse L.L.P., and the unaudited consolidated and consolidating balance sheets of the Borrower Company and its Consolidated Subsidiaries as of September 30at August 31, 2014 1994 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter eight-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and its Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and eight-month period ended on said datesdates (subject, in the case of such financial statements as at August 31, 1993, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) . Neither the Borrower Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1993, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) Company and its Restricted Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet Audited Financial Statements, correct and complete copies of which are attached hereto as Schedule 4.5(a), were prepared in accordance with GAAP applied on a consistent basis, except as may be indicated in the Borrower notes thereto, and its Consolidated Subsidiaries present fairly the financial position, results of operations, retained earnings and cash flows of Seller as of December 31, 2013 2003, 2002 and the related consolidated statement of income2001, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basisthen ended.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the The Unaudited Financial Statements, correct and complete copies of which are attached hereto as Schedule 4.5(b), were prepared in accordance with GAAP (except for the lack of footnotes, customary year-end adjustments consistent with past practice and other presentation items) applied on a basis consistent with that used in the preparation of the Audited Financial Statements (except as described in Section 4.5(g)) and present fairly the financial condition, results of operations, retained earnings and cash flows of Seller as of and for the quarters ended March 31 and June 30, 2004.
(c) As soon as completed, and in any event within twenty (20) days following the end of each month ending subsequent to the date hereof and prior to the Closing Date, Seller shall deliver to Buyer and Atrium correct and complete copies of the unaudited balance sheet of Seller as of the end of each such month and the related statements of earnings for each month then ended. The Financial Statements furnished to Buyer and Atrium after the date hereof pursuant to this Section 4.5(c) will be (i) there has been no material adverse change prepared in or affecting accordance with GAAP applied on a basis consistent with that used in the business, assets, operations or financial condition preparation of the Borrower Audited Financial Statements (or following except for the Parent MLP IPOlack of footnotes, the Parent MLP) customary year-end adjustments consistent with past practice and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbonsother presentation items), and (ii) subject to the business foregoing, will present fairly the financial condition, results of operations, retained earnings and cash flows of Seller as of and for the month then ended.
(d) All Inventory of Seller as set forth in the Financial Statements or on the Closing Balance Sheet, subject to reserves reflected in the Financial Statements, consisted of, and all such inventory as of the Borrower (Closing Date will consist of, raw materials, supplies, work-in-process, goods in transit and following the Parent MLP IPO, the Parent MLP) finished goods of a quality and its Restricted Subsidiaries has been conducted only quantity usable or salable in the ordinary course of the Business. The value at which inventories were reflected in the Financial Statements was at the lower of cost or market value adjusted to conform to FIFO inventory valuation principles, all in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year cost.
(e) All Accounts Receivable of Seller as set forth in the Financial Statements are, and all such Accounts Receivable which arise between the date hereof and the Closing Date will be, genuine, valid, binding and subsisting, having arisen or arising out of bona fide sales and deliveries of products or the performance of services in the ordinary course of the business consistent with past business practicespractice and, subject to reserves reflected in the Financial Statements or on the Closing Balance Sheet, are collectible in the ordinary course of business, subject to no defenses, counterclaims or set-offs (other than in the ordinary course).
(f) Seller has no indebtedness or capitalized lease obligations other than as described on Schedule 4.5(f).
(g) The Audited Financial Statements and the Unaudited Financial Statements use different accounting principles in recording partial shipments of products as further described on Schedule 4.5(g).
Appears in 1 contract
Financial Condition. (a) The Borrower has heretofore furnished to each of the Lenders the following financial statements:
(i) audited consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of at December 31, 2013 1995 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Ernst & ▇▇▇▇ CPAsYoung LLP, LLP and and
(ii) the unaudited consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of at September 30, 2014 1996 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Borrower and its Consolidated Subsidiaries for the fiscal quarter nine-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects and fairly present the consolidated financial position condition of the Borrower and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and nine-month period ended on said datesdates (subject, in the case of such financial statements as at September 30, 1996 to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither . None of the Borrower nor any Subsidiary and its Subsidiaries has on the Closing Effective Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1995, there has been no material adverse change in or affecting the consolidated financial condition, operations, business, assets, operations liabilities or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Sources: Credit Agreement (Panavision Inc)
Financial Condition. The Parent has heretofore furnished to each of the Lenders the following:
(a) The (i) audited consolidated and consolidating balance sheet sheets of the Borrower Parent and its Consolidated Subsidiaries as of at December 31, 2013 1996 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow flows of the Borrower Parent and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY said consolidated balance sheet and statements) of Coopers & ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAsL.L.P., LLP and (ii) the unaudited consolidated and consolidating balance sheet sheets of the Borrower Parent and its Consolidated Subsidiaries as of at September 30, 2014 1997 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow flows of the Borrower Parent and its Consolidated Subsidiaries for the fiscal quarter nine-month period ended on said such date; and
(b) consolidated and consolidating balance sheets of CAC, heretofore furnished to each Alflex and its Subsidiaries as at September 30, 1997 and the related consolidated and consolidating statements of income, retained earnings and cash flows of CAC, Alflex and its Subsidiaries for the Lenders are complete and correct and nine-month period ended on such date. All such financial statements fairly present present, in all material respects respects, the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Parent and its Subsidiaries as at said dates and the consolidated and unconsolidated results of its their respective operations for the fiscal year or fiscal quarter ending years and periods ended on said datesdates (subject, in the case of such financial statements as at September 30, 1997, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither . Except as otherwise disclosed to the Borrower Administrative Agent or the Lenders in writing prior to the date hereof, none of the Parent nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, 1996:
(i) there has been no material adverse change in or affecting the business, properties, assets, operations operations, conditions (financial or financial condition otherwise), or prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) Alflex and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and whole; and
(ii) there has been no material adverse change in the business business, properties, assets, operations, conditions (financial or otherwise), or prospects of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicestaken as a whole.
Appears in 1 contract
Financial Condition. (a) The Borrowers have heretofore furnished to the Lenders the following financial statements:
(i) the audited consolidated financial statements of Mediacom LLC, including consolidated balance sheet of the Borrower and its Consolidated Subsidiaries sheets, as of December 31, 2013 2011 and 2012, and the related audited consolidated statement statements of income, partners’ capital operation and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said datesuch respective dates, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and certified by PricewaterhouseCoopers LLP;
(ii) consolidated balance sheet the audited combined financial statements of the Borrower Borrowers and its Consolidated Subsidiaries their Subsidiaries, including combined balance sheets, as of December 31, 2011 and 2012, and the related audited combined statements of operation and cash flow for the years ended on such respective dates; and
(iii) the unaudited combined financial statements of the Borrowers and their Subsidiaries, including combined balance sheets as of September 30, 2014 2013 and the related consolidated statement unaudited combined statements of income, partners’ capital operation and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders are complete and correct and . All such financial statements fairly present in all material respects the consolidated individual or combined financial position condition of the Borrower and its Consolidated Subsidiaries respective entities as at said such respective dates and the individual or combined results of its their operations for the fiscal year or fiscal quarter ending applicable periods ended on said such respective dates, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
basis (b) Neither subject to ordinary year end adjustments and footnotes). As of the Borrower nor any Subsidiary has on the Closing Date any date hereof, there are no material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated material losses from any unfavorable commitmentscommitments of the Borrowers and their Subsidiaries, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at September 30, 2013 referred to above. Since the date of the Financial StatementsDecember 31, (i) 2012, there has been no material adverse change and no change, event or circumstance that could reasonably be expected to cause a material adverse change in or affecting the business, assetscombined financial condition, operations or financial condition business of the Borrower (or following the Parent MLP IPO, the Parent MLP) Borrowers and its Subsidiaries, their Subsidiaries taken as a whole from that set forth in such audited financial statements as at such date referred to in clauses (exclusive of changes resulting solely from changes in the price of Hydrocarbons), i) and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesabove.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet Midnight has made available to REDOX true and correct copies of the Borrower and its Consolidated Subsidiaries following: audited, consolidated financial statements of Midnight as of December 31, 2013 2004, and combined, audited financial statements as of December 31, 2003; and statements of stockholders' equity, and statements of cash flows of Midnight for the related years ended 2004 and 2003. Each such balance sheet presents fairly the consolidated financial condition, assets, liabilities, and stockholders' equity of Midnight as of its date; each such statement of income and consolidated statement of incomestockholders' equity presents fairly the consolidated results of operations of Midnight for the period indicated; and each such statement of cash flows presents fairly the information purported to be shown therein. The financial statements referred to in this Section 2.02(c) have been prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved and are in accordance with the books and records of Midnight and the Midnight Subsidiaries. Since December 31, partners’ 2004, other than as set forth on the Midnight Disclosure Schedule:
(i) There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Midnight or any Midnight Subsidiary.
(ii) Midnight has not authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its capital stock or any direct or indirect redemption, purchase, or other acquisition of any stock of Midnight or any Midnight Subsidiary.
(iii) The operations and cash flow businesses of Midnight and the Midnight Subsidiaries have been conducted in all respects only in the ordinary course, except for the transactions contemplated hereby and in connection herewith.
(iv) There has been no accepted purchase order or quotation, arrangement, or understanding for future sale of the Borrower products or services of Midnight or any Midnight Subsidiary that Midnight expects will not be profitable.
(v) Neither Midnight nor any Midnight Subsidiary has suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value. There is no fact known to Midnight which materially adversely affects or in the future (as far as Midnight can reasonably foresee) may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Midnight and its Consolidated the Midnight Subsidiaries taken as a whole; provided, however, that Midnight expresses no opinion as to political or economic matters of general applicability. Midnight has made known, or caused to be made known, to the accountants or auditors who have prepared, reviewed, or audited the aforementioned consolidated financial statements all material facts and circumstances which could affect the preparation, presentation, accuracy or completeness thereof. The consolidated statement of operations of Midnight for the fiscal years ended on said dateyear ending December 31, 2004 shall be audited in accordance with generally accepted accounting principles in the opinion thereon United States consistently applied throughout the periods involved, and shall contain all certifications and statements required the SEC's Order, dated June 27, 2002, pursuant to Section 21(a)(1) of UHY ▇▇▇▇ Frankfort the Exchange Act (File No. 4-460), Rule 13a-14 or 15d-14 under the Exchange Act, or 18 U.S.C. Section 1350 (Sections 302 and 906 of the Sarbanes-Oxley Act of 2002) with respect to the report relating t▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 1 contract
Sources: Share Exchange and Reorganization Agreement (Redox Technology Corp)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Lakeshore for the fiscal year ended as of December 31, 2013 1995, and the related consolidated statement of income, partners’ capital income and cash flow of the Borrower and its Consolidated Subsidiaries changes in financial conditions for the fiscal years ended on said dateyear then ended, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated the unaudited interim balance sheet of the Borrower and its Consolidated Subsidiaries as of Lakeshore for September 30, 2014 1996 and the related consolidated statement of income, partners’ capital income and cash flow of the Borrower and its Consolidated Subsidiaries changes in financial conditions for the fiscal quarter ended on said dateperiod then ended, heretofore a copy of each of which has been furnished to each of the Lenders Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower and its Consolidated Subsidiaries Lakeshore as at the date of said dates balance sheets and the results of its operations for said periods and as of the fiscal year or fiscal quarter ending on said datesdate of closing of this Loan Agreement and related transactions, all respectively. All such financial statements have been prepared in accordance with GAAP, as Generally Accepted Accounting Principles applied on a consistent basisbasis maintained through the period involved.
(b) Neither i. There has been no substantial adverse change in the business, properties or condition, financial or otherwise, of Borrower nor and/or Lakeshore since September 30, 1996.
ii. The audited balance sheet of CBL Properties, Inc. for the fiscal year ended as December 31, 1995, the unaudited balance sheet of CBL Properties, Inc. for the period ended September 30, 1996, and the related statement of income and changes in financial conditions for the year ended 1995 and the period ended September 30, 1996, a copy of which has been furnished to the Bank, together with any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as explanatory notes therein referred to or reflected or provided for in and attached thereto, are correct and complete and fairly present the Financial Statements. Since financial condition of CBL Properties, Inc. as at the date of said balance sheets and the Financial Statementsresults of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, (i) there respectively. All such financial statements have been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis maintained through the period involved.
iii. There has been no material substantial adverse change in or affecting the business, assetsproperties or condition, operations financial or financial condition otherwise, of CBL Properties, Inc. since September 30, 1996.
iv. The warranties and representations made in this Section 5.3 are and were made as of the Borrower (or following the Parent MLP IPO, the Parent MLP) date of this Loan Agreement and its Subsidiaries, taken any violation thereof shall be determined as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesthat date.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of December 31at November 30, 2013 2002 and November 30, 2003 and the related audited consolidated statement statements of incomeoperations, partners’ capital stockholders' equity and cash flow flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick and Grant Thornton LLP, respectively, copies of which have heretofo▇▇ ▇▇▇▇ ▇▇▇▇▇shed to each Lender, are complete and correct and present fairly the consolidated financial condition and results of operations of the Borrower and its Consolidated Subsidiaries as at such dates and for the fiscal years which ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) such dates. The unaudited consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of September 30at May 31, 2014 2004 and the related unaudited consolidated statement statements of incomeoperations, partners’ capital stockholders' equity and cash flow flows for the six month period ended on such date, 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 and results of operations of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates such date and the results of its operations for the fiscal year or fiscal quarter ending six month period ended on said datessuch date. All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as applied on a consistent basis.
(b) Neither the case may be, and as disclosed therein). Other than the Foreign Exchange Contracts set forth in Schedule 7.1, neither the Borrower nor any Subsidiary has on of its Subsidiaries had, at the Closing Date date of the most recent balance sheet referred to above, any material Debt (including Disqualified Capital Stock)Guarantee Obligation, contingent liabilities, liabilities liability or liability for taxes, or any long-term lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or unrealized foreign currency swap or anticipated losses from any unfavorable commitmentsexchange transaction, except as referred to or which is not reflected or provided for in the Financial Statementsforegoing statements or in the notes thereto. Since Except as set forth in Schedule 7.1, during the period from November 30, 2003 to and including the date of the Financial Statements, (i) hereof there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material adverse change 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 or affecting relation to the business, assets, operations or consolidated financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its SubsidiariesSubsidiaries at November 30, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices2003.
Appears in 1 contract
Sources: Credit Agreement (Audiovox Corp)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Company and its Consolidated the consolidated Subsidiaries as of December 31at January 2, 2013 1995 and the related consolidated statement statements of incomeoperations, partnerscash flows and changes in shareholders’ capital and cash flow equity of the Borrower Company and its Consolidated the consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Price Waterhouse & ▇▇▇▇ CPAsCo., LLP and (ii) the unaudited consolidated balance sheet of the Borrower Company and its Consolidated the consolidated Subsidiaries as of September 30at July 2, 2014 1995 and the related consolidated statement statements of incomeoperations, partnerscash flows and changes in Shareholders’ capital and cash flow equity of the Borrower Company and its Consolidated the consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to the Agent and each of the Lenders Bank, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated the consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said dates, subject, in the case of such financial statements as at July 2, 1995, to normal year-end adjustments all in accordance conformity with GAAP, as generally accepted accounting principles applied on a consistent basis.
(b) Neither . As at such dates, neither the Borrower Company nor any Subsidiary has on the Closing Date of its Subsidiaries had any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates and except as are not required by generally accepted accounting principles and practices to be disclosed on the Financial Statementsfinancial statements referred to herein. Since the date of the Financial StatementsJanuary 2, (i) 1995, there has been no material adverse change in or affecting the business, assets, operations or consolidated financial condition of or operations, or the Borrower (prospects or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, business taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)whole, and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) Company and its Restricted consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Sources: Loan Agreement (Coca Cola Bottling Co Consolidated /De/)
Financial Condition. The Obligors have furnished to each Bank:
(a) The (i) audited consolidated the respective combined balance sheet sheets of the Borrower TKR New Jersey/New York Systems and its Consolidated Subsidiaries the TCI New Jersey and New York Systems, in each case as of at December 31, 2013 1995 and as at December 31, 1996, and the respective related consolidated statement combined statements of incomeoperations or earnings, partners’ capital Parent's Investment or Combined Deficit and cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal years ended on said datedates, with said financial statements having been certified by KPMG Peat Marwick; and
(b) the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP pro forma unaudited combined and (ii) consolidated balance sheet sheets of the Borrower Obligors and its Consolidated Subsidiaries their respective consolidated Subsidiaries, as of at September 30, 2014 1997, and the related unaudited combined and consolidated statement statements of incomeoperations, partners’ capital stockholders' equity (deficiency) and cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal quarter nine months ended on said date, heretofore furnished . All financial statements referred to each of the Lenders above are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Borrower unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments) and fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a combined and consolidated basis to the extent so indicated above, as at said the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates, all in accordance with GAAP, as applied . None of the Obligors and their Subsidiaries had on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in said financial statements as at said respective dates or as disclosed to the Financial Statements. Since Banks in writing prior to the date of hereof. Except as disclosed to the Financial StatementsBanks in writing prior to the date hereof, (i) since December 31, 1996 there has been no material adverse change in or affecting the business, assets, operations or financial condition or the businesses or operations of the Borrower (or following the Parent MLP IPO, the Parent MLP) Obligors and its Subsidiaries, their Subsidiaries taken as a whole on a combined and consolidated basis from that shown by the balance sheets as at December 31, 1996 included in said financial statements for the Obligors and their respective Subsidiaries (exclusive it being understood that for purposes of changes resulting solely from changes in this sentence the price of Hydrocarbons), Obligors and (ii) the business their respective Subsidiaries shall be deemed to have owned all of the Borrower (assets acquired by the Obligors and following their respective Subsidiaries pursuant to the Parent MLP IPO, TCI Acquisition for all periods covered by said balance sheets until and including the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffective Date).
Appears in 1 contract
Financial Condition. (a) The (i) audited Company has heretofore furnished to each of the Lenders consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 1996 and the related consolidated statement statements of income, partners’ capital shareholders' equity and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAsPrice Waterhouse LLP. All such financial statements present fairly, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects respects, the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries Subsidiaries, as at said dates date and the consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said datesdate, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither . None of the Borrower Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheet as at said date. Since the date of the Financial StatementsMarch 31, (i) 1997, there has been no Material Adverse Change.
(b) The Company has heretofore furnished to each of the Lenders the annual Statutory Statements of each Principal Insurance Subsidiary for the fiscal year ended December 31, 1996 as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material adverse change in or affecting Credit Agreement ---------------- - 38 - respects, the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken such Principal Insurance Subsidiary as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)at, and (ii) the business results of operations for the Borrower (and following fiscal year ended December 31, 1996, in accordance with statutory accounting practices prescribed or permitted by the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesApplicable Insurance Regulatory Authority.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2013 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, Borrowers have heretofore furnished to each of the Lenders are complete the following financial statements:
(a) the audited consolidated financial statements of Mediacom LLC, including consolidated balance sheets, as of December 31, 2002 and correct 2003, and the related audited consolidated statements of operation and cash flow for the years ended on said respective dates, certified by PricewaterhouseCoopers LLP;
(b) the respective audited combined financial statements of the Mediacom Midwest Borrowers and their Subsidiaries, and the Mediacom USA Borrowers and their Subsidiaries, including in each case combined balance sheets, as of December 31, 2002 and 2003, and the related audited combined statements of operation and cash flow for the years ended on said respective dates, in each case certified by PricewaterhouseCoopers; and
(c) the unaudited combined financial statements of the Borrowers and their Subsidiaries, including combined balance sheets, as of and for the three-month and six-month periods ended March 31, 2004 and June 30, 2004, respectively, and the related unaudited combined statements of operation and cash flow for the three-month period and six-month periods ended on said respective dates. All such financial statements fairly present in all material respects the consolidated individual or combined financial position condition of the Borrower and its Consolidated Subsidiaries respective entities as at said respective dates and the individual or combined results of its their operations for the fiscal year or fiscal quarter ending applicable periods ended on said respective dates, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
basis (b) Neither subject to ordinary year end adjustments and footnotes). As of the Borrower nor any Subsidiary has on the Closing Date any date hereof, there are no material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated material losses from any unfavorable commitmentscommitments of the Borrowers and their Subsidiaries, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at June 30, 2004 referred to above. Since the date of the Financial StatementsDecember 31, (i) 2003, there has been no material adverse change in the combined financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) Borrowers and its Subsidiaries, their Subsidiaries taken as a whole from that set forth in said audited financial statements as at said date referred to in clause (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iib) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesabove.
Appears in 1 contract
Financial Condition. (a) The Borrower has heretofore delivered to the Agent, at the Agent's request, the following financial statements and information: (i) the audited consolidated balance sheet of the Borrower CapStar and its Consolidated Subsidiaries as of December 31at June 30, 2013 1996 and the related consolidated statement statements of income, partners’ capital stockholders' equity and cash flow flows of CapStar and its Subsidiaries for the 12 months then ended, (ii) the unaudited statements of Property Gross Revenues and Operating Expenses for each of the Pool A Properties for the calendar year ended December 31, 1993, December 31, 1994 and December 31, 1995, respectively, and (iii) the consolidated financial statements of CapStar and its Subsidiaries required to be delivered to the Agent pursuant to subsections 6.1(i), (ii) and (iv). The statements referred to in clause (i) of the preceding sentence were prepared in conformity with GAAP and fairly present, in all material respects, the consolidated financial position of CapStar and its Subsidiaries as at the date thereof and the consolidated results of operations of CapStar and its Subsidiaries for the period then ended, subject to changes resulting from audit and normal year end adjustments and there are no material differences between such consolidated financial position and consolidated results of operations of CapStar and its Subsidiaries as presented in such consolidated financial statements and the consolidated financial position and consolidated results of operations of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates the date of such consolidated financial statements and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis.
period then ended. CapStar and its Subsidiaries do not (band will not following the initial extension of credit hereunder) Neither the Borrower nor have any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Contingent Obligation, contingent liabilities, liabilities liability or liability for taxes, long-term lease or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or commitment that is not reflected or provided for in the Financial Statements. Since foregoing financial statements, the date of the Financial Statements, (i) there has been no notes thereto or SCHEDULE 5.3B annexed hereto and which in any such case is material adverse change in or affecting relation to the business, operations, properties, assets, operations condition (financial or financial condition otherwise) or prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Capstar Hotel Co)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of at December 31, 2013 2005 and the related consolidated statement of income, partnersstockholders’ capital equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, a Registered Public Accounting Firm heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said datesyear, all in accordance with GAAP, as applied on a consistent basis.
. The unaudited consolidated balance sheet of the Borrower as at March 31, 2006 and the related consolidated statement of income, stockholders’ equity and cash flow for the portion of the fiscal year ended on such date are complete and correct and fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at said date, all in accordance with GAAP, as applied on a consistent basis (b) subject to normal year-end adjustments). Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments other than those customary in Borrower’s business or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02. Since March 31, 2006, there has been no change or event that could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting neither the business, assets, operations or financial condition Properties of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken any Subsidiary have been affected as a whole (exclusive result of changes resulting solely from changes any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy where such event or matter could reasonably be expected to result in a Material Adverse Effect. Since the price of Hydrocarbons), and (ii) the business date of the Borrower (and following the Parent MLP IPOFinancial Statements, the Parent MLP) and its Restricted Subsidiaries no Internal Control Event has been conducted only in the ordinary course consistent with past business practicesoccurred.
Appears in 1 contract
Financial Condition. (a) The (i) The audited consolidated Consolidated financial statements of the Borrower and its Subsidiaries for the fiscal years ended December 31, 2003, 2004, and 2005 together with the related Consolidated and consolidating statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (ii) the audited Consolidated financial statements of the Acquired Company and its Subsidiaries for the fiscal years ended January 31, 2004, 2005, and 2006 together with the related Consolidated and consolidating statements of income or operations, equity and cash flows for the fiscal years ended on such dates, (iii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries and the Acquired Company and its Subsidiaries for the twelve-month period ending on the last day of the most recent fiscal quarter ended for the Borrower or the Acquired Company, as the case may be, prior to the Closing Date, together with the related Consolidated and consolidating statements of income or operations, equity and cash flows for such twelve-month periods ending on such dates and (iv) a pro forma balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31the last day of the most recent fiscal quarter ended prior to the Closing Date:
(A) were in all material respects prepared in accordance with GAAP consistently applied throughout the period covered thereby, 2013 and except as otherwise expressly noted therein;
(B) fairly present the related consolidated statement of income, partners’ capital and cash flow financial condition of the Borrower and its Consolidated Subsidiaries in all material respects, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the fiscal years ended on said dateperiods covered thereby; and
(C) show all material Indebtedness and other liabilities, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAsdirect or contingent, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30the date thereof, 2014 including liabilities for taxes, material commitments and the related consolidated statement of income, partners’ capital and cash flow contingent obligations.
(b) The five-year projections of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished delivered to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year on or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on prior to the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except have been prepared in good faith based upon reasonable assumptions as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of Closing Date. The parties hereto acknowledge that all such forecasts and projections are based on various facts and assumptions which the Borrower (believes are reasonable, but there can be no assurance that such facts or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken assumptions will materialize as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)anticipated, and (ii) the business of the Borrower (actual results may vary materially from such forecasts and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesprojections.
Appears in 1 contract
Financial Condition. (a) The (i) audited Company has heretofore furnished to each of the Banks a the consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of December at October 31, 2013 1996 and the related consolidated statement statements of income, partners’ capital operations and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP KPMG Peat Marwick and (ii) b)the unaudized consolidated balance sheet of the Borrower Company and its Consolidated Credit Agreement ---------------- Subsidiaries as of September at April 30, 2014 1997 and the related consolidated statement statements of income, partners’ capital operations and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter three- month period ended on said date. All such financial statements present fairly, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects respects, the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as at said dates and the results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at April 30, 1997 to normal year-end audit adjustments), all in accordance conformity with GAAP, as applied on a consistent basis.
(b) Neither generally accepted accounting principles in the Borrower United States of America. None of the Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements (or in the Financial Statementsnotes thereto) as at said dates. Since the date of the Financial StatementsOctober 31, (i) 1996, there has been no material adverse change in or affecting the consolidated business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) Company and its Subsidiaries, Subsidiaries taken as a whole from that set forth in said financial statements as at said dates.
(exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iib) the business The Company has heretofore furnished to each of the Borrower (Banks the annual and following quarterly Statutory Statements of each of its Material Insurance Subsidiaries for the Parent MLP IPOfiscal year ended October 31, 1996 and for the quarterly fiscal period ended April 30, 1997 as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material respects, the Parent MLP) financial condition of each Insurance Subsidiary, respectively, as at the respective dates thereof and its Restricted Subsidiaries has been conducted only results of operations through fiscal year ended on October 31, 1996 and the quarterly fiscal period ended April 30, 1997, in accordance with statutory accounting practices prescribed or permitted by the ordinary course consistent with past business practicesApplicable Insurance Regulatory Authority.
Appears in 1 contract
Sources: Credit Agreement (Xl Capital LTD)
Financial Condition. (a) The (i) The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Lakeshore for the fiscal year ended as of December 31, 2013 1997, and the related consolidated statement of income, partners’ capital income and cash flow of the Borrower and its Consolidated Subsidiaries changes in financial conditions for the fiscal years ended on said dateyear then ended, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated the unaudited interim balance sheet of the Borrower and its Consolidated Subsidiaries as of September Lakeshore for March 30, 2014 1998 and the related consolidated statement of income, partners’ capital income and cash flow of the Borrower and its Consolidated Subsidiaries changes in financial conditions for the fiscal quarter ended on said dateperiod then ended, heretofore a copy of each of which has been furnished to each of the Lenders Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower and its Consolidated Subsidiaries Lakeshore as at the date of said dates balance sheets and the results of its operations for said periods and as of the fiscal year or fiscal quarter ending on said datesdate of closing of this Loan Agreement and related transactions, all respectively. All such financial statements have been prepared in accordance with GAAP, as Generally Accepted Accounting Principles applied on a consistent basisbasis maintained through the period involved.
(b) Neither There has been no substantial adverse change in the business, properties or condition, financial or otherwise, of Borrower nor and/or Lakeshore since March 30, 1998.
(i) The audited balance sheet of CBL Properties, Inc. for the fiscal year ended as December 31, 1997, the unaudited balance sheet of CBL Properties, Inc. for the period ended March 30, 1998, and the related statement of income and changes in financial conditions for the year ended 1997 and the period ended March 30, 1998, a copy of which has been furnished to the Bank, together with any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as explanatory notes therein referred to or reflected or provided for in and attached thereto, are correct and complete and fairly present the Financial Statements. Since financial condition of CBL Properties, Inc. as at the date of said balance sheets and the Financial Statementsresults of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis maintained through the period involved.
(id) there There has been no material substantial adverse change in or affecting the business, assetsproperties or condition, operations financial or financial condition otherwise, of the Borrower (or following the Parent MLP IPOCBL Properties, the Parent MLP) and its SubsidiariesInc. since March 30, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices1998.
Appears in 1 contract
Financial Condition. (a) The (i) Each of PennyMac Corp., Guarantor and Servicer have heretofore furnished to Buyer a copy of its audited consolidated balance sheet sheets and the audited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries consolidated Subsidiaries, each as of December 31, 2013 2017 with the opinion thereon of Deloitte & Touche LLP, a copy of which has been provided to Buyer. Each of PennyMac Corp., Guarantor and Servicer has also heretofore furnished to Buyer the related consolidated statement statements of incomeincome and retained earnings and of cash flows for PennyMac Corp., partners’ capital Guarantor and cash flow of the Borrower Servicer and its Consolidated their consolidated Subsidiaries for the one year period ending December 31, 2017. POP has heretofore furnished to Buyer a copy of its unaudited consolidated balance sheets as of December 31, 2017. POP has also heretofore furnished to Buyer the related consolidated statements of income for the one year period ending December 31, 2017. All such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition of PennyMac Corp., Guarantor and Servicer and their Subsidiaries and the consolidated results of their operations for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as GAAP applied on a consistent basis.
(b) Neither the Borrower . Since December 31, 2017, with respect to PennyMac Corp., Guarantor, Servicer, and POP, there has been no development or event nor any Subsidiary prospective development or event which has on the Closing Date had or should reasonably be expected to have a Material Adverse Effect. Neither PennyMac Corp., POP, Guarantor nor Servicer has any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities liability or liability for taxes, taxes or any long term lease or unusual forward or long-long term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitment, except as referred to or which is not reflected or provided for in the Financial Statementsforegoing statements or notes. Since the date of the Financial Statementsfinancial statements and other information delivered to Buyer prior to the date of this Agreement, neither PennyMac Corp., POP, Guarantor nor Servicer has sold, transferred or otherwise disposed of any material part of its property or assets (iexcept pursuant to the Program Documents) there has been no or acquired any property or assets (including Equity Interests of any other Person) that are material adverse change in or affecting relation to the business, assets, operations or financial condition of the Borrower PennyMac Corp., POP, Guarantor or Servicer.
(or following the Parent MLP IPO, the Parent MLPbb) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iiSection 12(m) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and Agreement is hereby amended to read in its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.entirety as follows:
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of December 31at September 27, 2013 1997 and the related consolidated statement statements of incomeincome and of cash flows for the fiscal year ended on such date, partners’ capital reported on (only in the case of such annual statements) by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and cash flow correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates such date, and the consolidated results of its their operations and their consolidated cash flows for the fiscal year or fiscal quarter ending on said datesthen ended. All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP, GAAP applied consistently throughout the periods involved (except as applied on a consistent basis.
(b) disclosed therein). Neither the Borrower nor any Subsidiary has on of its consolidated Subsidiaries had, at the Closing Date date of the balance sheets referred to above, any material Debt (including Disqualified Capital Stock)Guarantee Obligation, contingent liabilities, liabilities or liability for taxes, long-term lease or unusual forward or long-term commitments commitment, including, without limitation, any material interest rate or unrealized foreign currency swap or anticipated losses from any unfavorable commitmentsexchange transaction, except as referred to or which is not reflected or provided for in the Financial Statementsforegoing statements or in the notes thereto. Since The revised eight-year financial and operational projections for the date Borrower and its Subsidiaries (including the Apparel Fabrics Business) for the fiscal years of 1998 through 2005 delivered to the Agent prior to the Closing Date (the "Projections"), constitute a reasonable basis as of the Financial Statements, (i) there has been no material adverse change in or affecting Closing Date for the business, assets, operations or financial condition assessment of the future performance of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its SubsidiariesSubsidiaries (including the Apparel Fabrics Business) during the periods indicated therein, taken as a whole (exclusive it being understood that any projected financial information represents projections, based on various assumptions, of changes resulting solely from changes future results of operations which may or may not in the price of Hydrocarbons), fact occur and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesno assurance can be given that such results will be achieved.
Appears in 1 contract
Sources: Credit Agreement (Galey & Lord Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 1996 and the related consolidated statement statements of income, partners’ capital cash flows and cash flow stockholders' equity of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY Arthu▇ ▇▇▇▇ Frankfort ▇▇r▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date., heretofore furnished to each of the Lenders Banks, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated Subsidiaries as at said dates date and the consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis.
(b) generally accepted accounting principles. Neither the Borrower Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said date any material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date said balance sheet as at said date.
(b) The consolidated balance sheet of the Financial StatementsCompany and its Subsidiaries as at March 31, 1997 and the related consolidated statements of income, cash flows and stockholders' equity of the Company and its Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Banks, are complete and correct and fairly present the consolidated financial condition of the Company and its Subsidiaries as at said date and the consolidated results of their operations for the fiscal quarter ended on said date, all in accordance with generally accepted accounting principles. Neither the Company nor any of its Subsidiaries had on said date any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date.
(ic) Since December 31, 1996, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) Company and its Subsidiaries, Subsidiaries (taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbonswhole), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 1 contract
Sources: Credit Agreement (Newell Co)
Financial Condition. (a) The (i) audited consolidated balance sheet Obligors have heretofore furnished to each of the Borrower Lenders the consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of at December 31, 2013 1998 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY said consolidated balance sheet and statements) of Arthur Andersen L.L.P., and the unaudited consolidated and consolidat▇▇▇ ▇▇l▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet ets of the Borrower Company and its Consolidated Subsidiaries as of September at June 30, 2014 1999 and the related consolidated statement and consolidating statements of income, partners’ capital income and cash flow retained earnings of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Obligors, and its Consolidated Subsidiaries (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 1999, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither , except as otherwise indicated in the Borrower nor any Subsidiary notes thereto. None of the Obligors has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1998, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only Obligors from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Sources: Subordinated Bridge Loan Agreement (Cornell Corrections Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet sheets of the Borrower ------------------- Guarantor and its Consolidated Subsidiaries as of at December 3129, 2013 1989 and the related consolidated statement statements of income, partners’ capital income and cash flow retained earnings of the Borrower Guarantor and its Consolidated Subsidiaries for the fiscal years year ended on said date, date with the opinion thereon (in the case of UHY said consolidated balance sheet and statements) of ▇▇▇▇▇▇ Frankfort ▇▇▇▇▇▇▇▇ & ▇▇▇▇ CPAsCo., LLP and (ii) the unaudited consolidated balance sheet sheets of the Borrower Guarantor and its Consolidated Subsidiaries as of September 30at June 15, 2014 1990 and the related consolidated statement statements of income, partners’ capital income and cash flow retained earnings of the Borrower Guarantor and its Consolidated Subsidiaries for the fiscal quarter Accounting Quarter ended on said such date, heretofore furnished to each of the Lenders Bank, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Guarantor and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and Accounting Quarter ended on said datesdates (subject, in the case of such financial statements as at June 15, 1990, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) . Neither the Borrower Guarantor nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsJune 15, (i) 1990, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) Guarantor and its Restricted Consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Sources: Debt Service Guaranty Agreement (Fairfield Inn by Marriott LTD Partnership)
Financial Condition. (a) The (i) audited Borrower has heretofore furnished to each of the Lenders the consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of December 31at September 30, 2013 2004 and the related consolidated statement of income, partners’ capital income and retained earnings and cash flow of the Borrower and its Consolidated consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAssaid consolidated balance sheet and statements) of PricewaterhouseCoopers, LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of September at June 30, 2014 2005 and the related consolidated statement of income, partners’ capital retained earnings and cash flow of the Borrower and its Consolidated consolidated Subsidiaries for the fiscal quarter nine-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct in all material respects and fairly present in all material respects the consolidated financial position condition of the Borrower and its Consolidated consolidated Subsidiaries (subject, in the case of such financial statements as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said datesJune 30, 2005, to normal year-end audit adjustments), all in accordance with GAAP, as GAAP and practices applied on a consistent basis.
(b) Neither . None of the Borrower nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsSeptember 30, (i) 2004, there has been no material adverse change in change. As used herein, the term “material adverse change” shall mean any event, development or affecting circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations property, condition (financial or financial condition otherwise) or prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, Subsidiaries taken as a whole whole, or (exclusive b) the validity or enforceability of changes resulting solely from changes this Agreement or any documentation related to the Loans or the rights and remedies of the Administrative Agent and the Lenders thereunder; provided that “material adverse change” shall not include the effect of any event, development or circumstance disclosed in any document filed pursuant to Section 13, 14 or 15(d) of the price Securities Exchange Act of Hydrocarbons)1934 after September 30, 2004 and prior to the Effective Date to the extent, and (ii) only to the business of the Borrower (and following the Parent MLP IPOextent, the Parent MLP) and its Restricted Subsidiaries has been conducted only such effect is explicitly disclosed in the ordinary course consistent with past business practicessuch filings.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of at December 31, 2013 2003 and the related consolidated statement statements of incomeearnings, partners’ capital and cash flow and common shareholders' equity of the Borrower Parent and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Deloitte & ▇▇▇▇ CPAsTouche LLP, LLP and (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of September 30at March 31, 2014 2004 and the related consolidated statement statements of income, partners’ capital earnings and cash flow of the Borrower Parent and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said date, in each case heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending year, and three-month period ended on said datesdates (subject, in the case of such financial statements as at March 31, 2004, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) . Neither the Borrower Parent nor any Subsidiary has of its Material Subsidiaries had, on the Closing Date said dates, any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 2003, there has been no material adverse change event or condition that could result in or affecting a Material Adverse Effect.
(b) The Parent has prepared and delivered to the businessAdministrative Agent selected, assets, operations or unaudited financial data with respect to the financial condition and results of operation of the Borrower (or following for the Parent MLP IPOquarter ended March 31, 2004. Such financial data was prepared in accordance with the Parent MLP) Parent's internal management reporting and its Subsidiaries, taken as consolidation processes but does not constitute a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business complete financial statement of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesBorrower.
Appears in 1 contract
Financial Condition. (a) The (i) Seller has delivered to the Purchaser true and correct copies of the following, initialled by the President and a Vice President of Seller: audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Seller as of December 31, 2013 and 1998; the related audited consolidated statement of incomeincome and consolidated statement of retained earnings, partners’ capital and consolidated statement of cash flow flows of the Borrower and its Consolidated Subsidiaries Seller for the fiscal years year ended on said dateDecember 31, with 1998; the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) unaudited consolidated balance sheet of the Borrower Seller at November 30, 1999; and its Consolidated the unaudited consolidated statement of income of the Seller for the 11 months ended November 30, 1999. Each such consolidated balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity of Seller and the Seller Subsidiaries as of September 30, 2014 and the related its date; each such consolidated statement of income, partners’ capital income and cash flow consolidated statement of retained earnings presents fairly the Borrower results of operations of Seller and its Consolidated the Seller Subsidiaries for the fiscal quarter ended on said dateperiod indicated; and each such consolidated statement of cash flows presents fairly the information purported to be shown therein. The financial statements referred to in this Section 2.03 have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved and are in accordance with the books and records of Seller and the Seller Subsidiaries. Except as set forth in Schedule 2.03 hereto, heretofore furnished since December 31, 1998 and since November 30, 1999:
(a) There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or, to the best knowledge of Seller, future prospects of Seller or any Seller Subsidiary; and each of Seller and each of the Lenders are complete and correct and fairly present Seller Subsidiaries has operated consistently in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates and with the results of its operations for the fiscal year or fiscal quarter ending on said dates, all referred to in accordance with GAAP, as applied on a consistent basisLast Seller Financial Statements.
(b) Neither the Borrower Seller nor any Seller Subsidiary has on the Closing Date authorized, declared, paid, or effected any material Debt (including Disqualified Capital Stock)dividend or liquidating or other distribution in respect of its capital stock or any direct or indirect redemption, contingent liabilitiespurchase, liabilities for taxes, unusual forward or long-term commitments other acquisition of any stock of Seller or unrealized or anticipated losses from any unfavorable commitmentsSeller Subsidiary, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, liquidation contemplated by Section 4.04 hereof.
(ic) there has been no material adverse change in or affecting the business, assets, The operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (Seller and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has each Seller Subsidiary have been conducted in all material respects only in the ordinary course of business consistent with past business practices.
(d) There has been no accepted purchase order or quotation, arrangement, or understanding for future sale of the products or services of Seller or of any Seller Subsidiary which in the reasonable expectation of Seller or any Seller Subsidiary will not be profitable.
(e) Neither Seller nor any Seller Subsidiary has suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value.
(f) Neither Seller nor any Seller Subsidiary has paid or incurred any tax, other liability, or expense resulting from the preparation of, or the transactions contemplated by, the Transaction Agreements, it being understood that stockholders of the Seller shall have paid or will pay all such taxes (including sales and use taxes resulting from the Transaction Agreements or the transactions contemplated thereby and in connection therewith), liabilities, and expenses. There is no fact known to Seller or any Seller Subsidiary which materially adversely affects or in the future (as far as Seller or any Seller Subsidiary can foresee) may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Seller, of any Seller Subsidiary, or of HEcom; provided, however, that Seller and the Seller Subsidiaries express no opinion as to political or economic matters of general applicability. No Seller Subsidiary owns or holds any properties or assets, is liable for any liabilities, or has conducted any business or operations.
Appears in 1 contract
Financial Condition. (a) The (i) audited unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2009 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared in good faith based on information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of the Borrower and its Subsidiaries as of March 31, 2009.
(b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2013 2008, and the related consolidated statement statements of incomeincome and of cash flows for the fiscal year ended on such date, partners’ capital reported on by and cash flow accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the results of their operations and cash flows for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) period then ended. The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30March 31, 2014 2009, and the related unaudited consolidated statement statements of income, partners’ capital income and cash flow flows for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates such date, and the results of its their operations and cash flows for the fiscal year or fiscal quarter ending on said datesthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP, GAAP applied consistently throughout the periods involved (except as applied on a consistent basis.
(b) Neither approved by the aforementioned firm of accountants and disclosed therein). The Borrower nor any Subsidiary has on the Closing Date and its Subsidiaries do not have any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or reflected or provided for disclosed in the Financial Statements. Since SEC Reports filed prior to the date of hereof. During the Financial Statementsperiod from March 31, (i) 2009 to and including the date hereof there has been no material adverse change in or affecting the business, assets, operations or financial condition of Disposition by the Borrower (of any material part of its business or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken Property except as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only expressly disclosed in SEC Reports filed prior to the ordinary course consistent with past business practicesdate hereof.
Appears in 1 contract
Sources: Credit Agreement (Northwestern Corp)
Financial Condition. The Parent has heretofore furnished to each of the Lenders the following:
(a) The (i) audited consolidated and consolidating balance sheet sheets of the Borrower Parent and its Consolidated Subsidiaries as of at December 31, 2013 1995 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow flows of the Borrower Parent and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY ▇said consolidated balance sheet and statements) of Coopers & Lybr▇▇▇ Frankfort ▇.▇▇▇▇ & ▇▇▇▇ CPAs.P., LLP CREDIT AGREEMENT 117 and (ii) the unaudited consolidated and consolidating balance sheet sheets of the Borrower Parent and its Consolidated Subsidiaries as of September at June 30, 2014 1996 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow flows of the Borrower Parent and its Consolidated Subsidiaries for the six-month period ended on such date; and
(b) consolidated and consolidating balance sheets of Alflex and its Subsidiaries as at March 31, 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flows of Alflex and its Subsidiaries for the fiscal quarter year ended on said date, heretofore furnished to each with the opinion thereon (in the case of said consolidated balance sheet and statements) of Ernst & Young L.L.P., and the Lenders are complete unaudited consolidated and correct consolidating balance sheets of Alflex and its Subsidiaries as at June 30, 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flows of Alflex and its Subsidiaries for the three-month period ended on such date. All such financial statements fairly present present, in all material respects respects, the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries and Alflex and its Subsidiaries, as the case may be, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Parent and its Subsidiaries and Alflex and its Subsidiaries, as the case may be, as at said dates and the consolidated and unconsolidated results of its their respective operations for the fiscal year or fiscal quarter ending years and periods ended on said datesdates (subject, in the case of such financial statements as at June 30, 1996, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither . Except as otherwise disclosed to the Borrower Administrative Agent or the Lenders in writing prior to the date hereof, none of the Parent nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken said balance sheets as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.at said Credit Agreement ----------------
Appears in 1 contract
Financial Condition. (a) The (i) audited Company has delivered to Each Bank Party ------------------- copies of the consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of December 31, 2013 1997, and the related consolidated statement statements of incomeoperations, partners’ capital shareholders' equity and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with reports thereon by Price Waterhouse, independent public accountants, and the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September 30March 31, 2014 1998, and the related consolidated statement statements of incomeoperations, partners’ capital shareholders' equity and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter ended on said such date. Such financial statements are called the "Financial Statements". The Financial Statements -------------------- (including in each case, heretofore furnished to each of without limitation, the Lenders related schedules and notes) are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries as at of the respective dates of said dates balance sheets and the consolidated results of its their operations for the fiscal year or fiscal quarter ending on respective periods covered by said datesstatements of operations, all shareholders' equity and cash flows, and have been prepared in accordance with GAAPGAAP consistently applied by the Company and its Consolidated Subsidiaries throughout the periods involved. Except as set forth in Schedule 7.02 hereto, as applied on a consistent basis.
(b) Neither neither the Borrower Company nor any Subsidiary has of its Subsidiaries had on the Closing Date December 31, 1997 any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as commitments not referred to or reflected or provided for in the Financial Statementssaid balance sheet as at said date. Since the date of the Financial StatementsDecember 31, (i) 1997, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes the Company and its Consolidated Subsidiaries. Except as set forth in Schedule 7.02 hereto, the Partnerships do not have any material assets except as reflected in the price of Hydrocarbons)Initial Reserve Reports heretofore delivered to each Bank Party, and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesor liabilities.
Appears in 1 contract
Financial Condition. (a) The (i) audited Borrower has heretofore furnished to each of the Lenders the consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31at June 30, 2013 1996 and the related consolidated statement statements of incomeearnings, partners’ capital cash flows and cash flow changes in shareholders' equity of the Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Ernst & ▇▇▇▇ CPAsYoung LLP. All such financial statements fairly present, LLP in all material aspects, the consolidated financial condition of the Borrower and its Subsidiaries, as at said date, and the consolidated results of their operations for the fiscal year ended on said date, all in accordance with GAAP.
(iib) The Borrower has heretofore furnished to each of the Lenders the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30at March 31, 2014 1997 and the related unaudited consolidated statement statements of incomeearnings, partners’ capital cash flows and cash flow changes in shareholders' equity of the Borrower and its Consolidated Subsidiaries for the fiscal quarter nine month period ended on said date. All such financial statements fairly present, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects aspects, the consolidated financial position condition of the Borrower and its Consolidated Subsidiaries Subsidiaries, as at said dates date, and the consolidated results of its their operations for the fiscal year or fiscal quarter ending nine month period ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis.
(c) As of the Effective Date (which is the only date on which the representation in this sentence is made), since March 31, 1997, there has been no material adverse change, and nothing has occurred that is reasonably likely to result in any material adverse change, in the consolidated financial condition, operations or business taken as a whole of the Borrower and its Subsidiaries from that set forth in the financial statements referred to in clause (b) Neither above as at the Borrower nor date referred to therein. As of any Subsidiary has subsequent date on the Closing Date any material Debt (including Disqualified Capital Stockwhich this representation is made pursuant to Section 3.02(e), contingent liabilitiessince March 31, liabilities for taxes1997, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition ability of the Borrower (to perform its obligations hereunder or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), rights and (ii) the business obligations of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesLenders hereunder.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31 of the most recently ended three fiscal years of the Borrower ending prior to the Closing Date for which audited financial statements were delivered, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report by a nationally recognized accounting firm, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at the end of December 31the most recently ended fiscal quarter of the Borrower ending prior to the Closing Date for which unaudited financial statements were delivered, 2013 and the related unaudited consolidated statement statements of income, partners’ capital income and cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal years period ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the such fiscal quarter ended on said dateend, heretofore furnished to each of the Lenders are complete and correct and present fairly present in all material respects the consolidated financial position condition of the Borrower and its Consolidated consolidated Subsidiaries as at said dates such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year or period ended on such fiscal quarter ending on said datesend (subject to normal year end audit adjustments). All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). As of the date of such financial statements, as applied on a consistent basisno Global Entity has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Since December 31, contingent liabilities2006, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in development or affecting the business, assets, operations event that has had or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as would reasonably be expected to have a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesMaterial Adverse Effect.
Appears in 1 contract
Sources: Commodity Collateral Revolving Credit Agreement (Calpine Corp)
Financial Condition. (a) The (i) audited Mallinckrodt has heretofore furnished to each of the Banks the consolidated balance sheet of the Borrower Mallinckrodt and its Consolidated Subsidiaries as of December 31at June 30, 2013 1996 and the related consolidated statement statements of incomeearnings, partners’ capital cash flows and cash flow changes in shareholders' equity of the Borrower Mallinckrodt and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Ernst & ▇▇▇▇ CPAsYoung LLP. All such financial statements fairly present, LLP and (ii) consolidated balance sheet in all material aspects, the financial condition of the Borrower Mallinckrodt and its Consolidated Subsidiaries Subsidiaries, as of September 30at said date, 2014 and the related consolidated statement results of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries their operations for the fiscal quarter year ended on said date, all in accordance with GAAP.
(b) Mallinckrodt has heretofore furnished to each of the Lenders are complete Banks the unaudited consolidated balance sheet of Mallinckrodt and correct its Subsidiaries as at September 30, 1996 and the related unaudited consolidated statements of earnings, cash flows and changes in shareholders' equity of Mallinckrodt and its Subsidiaries for the three month period ended on said date. All such financial statements fairly present present, in all material respects aspects, the financial condition of Mallinckrodt and its Subsidiaries, as at said date, and the consolidated results of their operations for the three month period ended on said date, all in accordance with GAAP.
(c) Since September 30, 1996, there has been no material adverse change, and nothing has occurred that is reasonably likely to result in any material adverse change, in the financial position condition, operations or business taken as a whole of Mallinckrodt and its Subsidiaries from that set forth in the financial statements referred to in clause (b) above as at the date referred to therein.
(d) The Borrower has heretofore furnished to each of the Banks the balance sheet of the Borrower as at December 31, 1995 and its Consolidated Subsidiaries the related statements of earnings and cash flows of the Borrower for the fiscal year ended on said date, with the opinion thereon of Coopers & ▇▇▇▇▇▇▇ LLP. All such financial statements fairly present, in all material aspects, the financial condition of the Borrower, as at said dates date, and the results of its operations for the fiscal year or fiscal quarter ending ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis.
(be) Neither The Borrower has heretofore furnished to each of the Banks the unaudited balance sheet of the Borrower nor any Subsidiary has as at September 30, 1996 and the related unaudited statements of earnings and cash flows for the nine month period ended on said date. All such financial statements fairly present, in all material aspects, the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date financial condition of the Financial StatementsBorrower, as at said date, and the results of its operations for the nine month period ended on said date, all in accordance with GAAP.
(if) Since September 30, 1996, there has been no material adverse change change, and nothing has occurred that is reasonably likely to result in or affecting any material adverse change, in the business, assetsfinancial condition, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, business taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicesfinancial statements referred to in clause (e) above as at the date referred to therein.
Appears in 1 contract
Financial Condition. (a) The (i) audited unaudited pro forma consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as at March 31, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof; and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet presents fairly in all material respects on a pro forma basis the estimated financial position of the Parent and its consolidated Subsidiaries as at March 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date.
(b) The audited consolidated balance sheets of the Parent and its Subsidiaries as at December 31, 2013 2005 and December 31, 2004 and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal years ended on said datesuch dates, present fairly in all material respects in accordance with GAAP the opinion thereon consolidated financial condition of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAsthe Parent and its Subsidiaries as at such dates, LLP and (ii) the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of September 30at March 31, 2014 2006, and the related unaudited consolidated statement statements of income, partners’ capital income and cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders are complete and correct and present fairly present in all material respects in accordance with GAAP the consolidated financial position condition of the Borrower Parent and its Consolidated consolidated Subsidiaries as at said dates such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis.
three-month period then ended (b) Neither the Borrower nor any Subsidiary has on subject to normal period-end adjustments). As of the Closing Date Date, the Parent and its Subsidiaries do not have any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to or reflected or provided for in this paragraph (other than contingent liabilities arising in the Financial Statementsordinary course of business or as disclosed on Schedule 4.1(b)). Since Except as set forth on Schedule 4.1(b), during the period from December 31, 2005 to and including the date of the Financial Statements, (i) hereof there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower (or following Disposition by the Parent MLP IPO, the Parent MLP) and or its Subsidiaries, taken as a whole (exclusive consolidated Subsidiaries of changes resulting solely from changes any part of its business or Property with an aggregate Fair Market Value in the price excess of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices$2,000,000.
Appears in 1 contract
Financial Condition. The Company has furnished to each Lender:
(a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Company as of December 31, 2013 2016, and the related consolidated statement of income, partnersoperations and stockholders’ capital and cash flow of the Borrower and its Consolidated Subsidiaries equity or deficiency for the fiscal years year ended on said date, with said financial statements having been certified by a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and Required Lenders; and
(iib) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Company as of September 30March 31, 2014 2017, and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries operations for the fiscal quarter ended on said date, heretofore furnished Quarter then ended. All financial statements referred to each of the Lenders above (i) are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Borrower unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments), (ii) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as at said otherwise expressly noted therein, and (iii) fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a consolidated basis, as of the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates, all in accordance with GAAP, as applied . None of the Company and its Restricted Subsidiaries had on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in the Financial Statements. Since the date said financial statements of the Financial StatementsCompany and its consolidated Subsidiaries as of said respective dates or as disclosed to the Lenders in writing prior to the Closing Date. Except as disclosed to the Lenders in writing prior to the Closing Date, (i) since December 31, 2016, there has been no material adverse change in or affecting the business, assets, operations or financial condition (from that shown by the respective balance sheet as of December 31, 2016 included in said financial statements) or the businesses or operations of the Borrower (or following Company and the Parent MLP IPO, the Parent MLP) and its Subsidiaries, Restricted Subsidiaries taken as a whole on a pro forma combined basis (exclusive after giving effect to the Indebtedness contemplated to be incurred on the Closing Date and the use of changes resulting solely from changes in the price of Hydrocarbonsproceeds thereof), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower United Meridian and its Consolidated Subsidiaries as of at December 31, 2013 1996, and the related audited consolidated statement statements of income, partners’ capital changes in stockholders' equity and cash flow flows of the Borrower United Meridian and its Consolidated Subsidiaries for the fiscal years period ended on said date, with the opinion thereon of UHY ▇▇▇▇▇▇ Frankfort ▇▇▇▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said dateCo., heretofore furnished to each of the Lenders are complete and correct and Lenders, fairly present in all material respects the consolidated financial position condition of the Borrower United Meridian and its Consolidated Subsidiaries and the consolidated results of their operations as at said dates date and the results of its operations for the fiscal year or fiscal quarter ending on said datesperiod stated, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither The audited consolidated balance sheet of the Borrower nor any Subsidiary has Company and its Consolidated Subsidiaries as at December 31, 1996, and the related audited consolidated statements of income, changes in stockholders' equity and cash flows of the Company and its Consolidated Subsidiaries for the fiscal period ended on said date, with the Closing Date any opinion thereon of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., upon being furnished to each of the Lenders, will fairly present in all material Debt respects the consolidated financial condition of the Company and its Consolidated Subsidiaries and the consolidated results of their operations as at said date and for the period stated, all in accordance with generally accepted accounting principles and practices applied on a consistent basis.
(including Disqualified Capital Stock)c) United Meridian and its Subsidiaries on a consolidated basis, as of December 31, 1996, had no material contingent liabilities, liabilities for taxes, Liens, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementstheir respective financial statements as at said respective date or otherwise contemplated by this Agreement. Since the date of the Financial StatementsDecember 31, (i) 1996, there has been no material adverse change in or affecting the business, assets, operations event which has had or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as could reasonably be expected to have a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesMaterial Adverse Effect.
Appears in 1 contract
Financial Condition. (a) The (i) audited Parent and Borrower's consolidated balance sheet of sheets (which includes Lakeshore and Lakes Mall) for the Borrower and its Consolidated Subsidiaries fiscal year ended as of December 31, 2013 2003, and the related consolidated statement statements of income, partners’ capital operations and Consolidated statements of cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal years year then ended on said date, filed with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAsSEC in the Forms 10-Q and 10-K, LLP and (ii) the unaudited interim consolidated balance sheet of the Borrower Borrower, Lakeshore and its Consolidated Subsidiaries as of Lakes Mall for September 30, 2014 2004 and the related consolidated statement statements of income, partners’ capital operations and consolidated statements of cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal quarter ended on said dateperiod then ended, heretofore a copy of each of which has been furnished to each of the Lenders Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Parent, Borrower, Lakeshore and its Consolidated Subsidiaries Lakes Mall as at the date of said dates balance sheets and the results of its operations for said periods and as of the fiscal year or fiscal quarter ending on said datesdate of closing of this Loan Agreement and related transactions, all respectively. All such financial statements have been prepared in accordance with GAAP, as GAAP applied on a consistent basisbasis maintained through the period involved.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Since September 30, contingent liabilities2004, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material substantial adverse change in or affecting the business, assetsproperties, condition (financial or otherwise), or results of operations or of Borrower, Lakeshore and/or Lakes Mall.
(i) The audited balance sheet of Parent for the fiscal year ended on December 31, 2003, the unaudited balance sheet of Parent for the period ended September 30, 2004, and the related statements of operations and of cash flows for the year ended 2003 and the period ended September 30, 2004, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Parent as at the Borrower date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved.
(or following the Parent MLP IPOd) Since September 30, the Parent MLP) and its Subsidiaries2004, taken as a whole (exclusive of changes resulting solely from changes there has been no substantial adverse change in the price of Hydrocarbonsbusiness, properties, condition (financial or otherwise), or results of operations of Parent.
(e) The warranties and (ii) the business representations made in this Section 5.3 are and were made as of the Borrower (date of this Loan Agreement and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesany violation thereof shall be determined as of that date.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of at December 31, 2013 2004 and the related consolidated statement statements of incomeincome and of cash flows for the fiscal year ended on such date, partners’ capital reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and cash flow correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated consolidated Subsidiaries as at such date, and the consolidated CREDIT AGREEMENT results of their operations and their consolidated cash flows for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) year then ended. The unaudited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of September 30at March 31, 2014 2005 and the related unaudited consolidated statement statements of incomeincome and of cash flows for the three-month period ended on such date, partners’ capital certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and cash flow correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates such date, and the consolidated results of its their operations and their consolidated cash flows for the fiscal year or fiscal quarter ending on said dates, all three-month period then ended (subject to normal year-end audit adjustments). All such financial statements have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as applied on a consistent basis.
(b) the case may be, and as disclosed therein). Neither the Borrower nor any Subsidiary has on of its consolidated Subsidiaries had, at the Closing Date date of the most recent balance sheet referred to above, any material Debt (including Disqualified Capital Stock)Guarantee outside the ordinary course of business, contingent liabilities, liabilities liability or liability for taxes, or any long-term lease or unusual forward or long-term commitments commitment which in the aggregate may reasonably be expected to have a Material Adverse Effect, including, without limitation, any interest rate or unrealized foreign currency swap or anticipated losses from any unfavorable commitments, exchange transaction (except as referred to or listed on Schedule 3.1 attached hereto), which is not reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in foregoing statements or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesnotes thereto.
Appears in 1 contract
Sources: Credit Agreement (Mastercard Inc)
Financial Condition. (a) The (i) audited unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared in good faith based on information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of the Borrower and its Subsidiaries as of March 31, 2005.
(b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2013 2004, and the related consolidated statement statements of incomeincome and of cash flows for the fiscal year ended on such date, partners’ capital reported on by and cash flow accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the results of their operations and cash flows for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) period then ended. The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30March 31, 2014 2005, and the related unaudited consolidated statement statements of income, partners’ capital income and cash flow flows for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates such date, and the results of its their operations and cash flows for the fiscal year or fiscal quarter ending on said datesthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP, GAAP applied consistently throughout the periods involved (except as applied on a consistent basis.
(b) Neither approved by the aforementioned firm of accountants and disclosed therein). The Borrower nor any Subsidiary has on the Closing Date and its Subsidiaries do not have any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or reflected or provided for disclosed in the Financial Statements. Since SEC Reports filed prior to the date of hereof . During the Financial Statementsperiod from March 31, (i) 2005 to and including the date hereof there has been no material adverse change in or affecting the business, assets, operations or financial condition of Disposition by the Borrower (of any material part of its business or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken Property except as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only expressly disclosed in SEC Reports filed prior to the ordinary course consistent with past business practicesdate hereof.
Appears in 1 contract
Sources: Credit Agreement (Northwestern Corp)
Financial Condition. (a) The Company has heretofore furnished to each of the Banks (i) audited the consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 1994 and the related consolidated statement statements of incomeoperations, partners’ capital accounts and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, KPMG Peat Marwick LLP and (ii) the unaudited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September at June 30, 2014 1995 and the related consolidated statement statements of incomeoperations, partners’ capital accounts and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to each of the Lenders . Such financial statements are complete and correct and fairly present in all material respects the consolidated Credit Agreement financial position condition of the Borrower Company and its Consolidated Subsidiaries Subsidiaries, as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 1995, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither ; and neither the Borrower Company nor any Subsidiary has of its Subsidiaries had on the Closing Date date thereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial Statements, (i) there There has been no material adverse change in or affecting the Property, business, assetsoperations, operations financial condition, liabilities or financial condition capitalization of the Borrower (or following the Parent MLP IPO, the Parent MLP) Company and its Subsidiaries, Consolidated Subsidiaries taken as a whole (exclusive of changes resulting solely from changes in since the price of Hydrocarbons), and (ii) the business last day of the Borrower fiscal year of the Company as to which financial statements have most recently been delivered pursuant to Section 8.01(b) hereof (and following the Parent MLP IPOor, the Parent MLP) and its Restricted Subsidiaries has if no such financial statements have yet been conducted only in the ordinary course consistent with past business practicesdelivered, since June 30, 1995).
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Guarantor and its Consolidated Subsidiaries as of December 31at 31st December, 2013 2003 and the related consolidated statement statements of incomeearnings, partners’ capital and cash flow and common shareholders' equity of the Borrower Guarantor and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Deloitte & ▇▇▇▇ CPAsTouche LLP, LLP and (ii) the unaudited consolidated balance sheet of the Borrower Guarantor and its Consolidated Subsidiaries as of September 30at 30th June, 2014 2004 and the related consolidated statement statements of income, partners’ capital earnings and cash flow of the Borrower Guarantor and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said date, in each case heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Guarantor and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending year, and three-month period ended on said datesdates (subject, in the case of such financial statements as at 30th June, 2004, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) . Neither the Borrower Guarantor nor any Subsidiary has of its Material Subsidiaries had, on the Closing Date said dates, any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized unrealised or anticipated losses from any unfavorable unfavourable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial Statements31st December, (i) 2003, there has been no material adverse change event or condition that could result in or affecting a Material Adverse Effect.
(b) The Guarantor has prepared and delivered to the businessFacility Agent selected, assets, operations or unaudited financial data with respect to the financial condition and results of operation of the Borrower (or following Company for the Parent MLP IPOhalf-year ended 30th June, 2004. Such financial data was prepared in accordance with the Parent MLP) Guarantor's internal management reporting and its Subsidiaries, taken as consolidation processes but does not constitute a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business complete financial statement of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesCompany.
Appears in 1 contract
Sources: Credit Facility Agreement (International Paper Co /New/)
Financial Condition. (a) The Projected Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, and (ii) the payment of fees and expenses in connection with the foregoing. The Projected Pro Forma Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except for the absence of footnotes and subject to year-end adjustments for unaudited financial statements). The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being ny-2096649 v7 recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount.
(b) The audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Group Members as of December 31, 2013 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September June 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and 2020 presents fairly present in all material respects the consolidated financial position condition of the Borrower Group Members as at such date. The unaudited consolidated balance sheet of the Group Members as of September 30, 2020 and December 31, 2020, and the related unaudited consolidated statements of income and cash flows for the three and six month periods ended on such dates, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of their operations and its Consolidated Subsidiaries as at said dates and the results of its operations consolidated cash flows for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAPthree and six month periods then ended (subject to normal year‑end audit adjustments). No Group Member has, as applied on a consistent basis.
(b) Neither of the Borrower nor any Subsidiary has on the Closing Date Effective Date, any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long‑term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable long‑term commitments, except as including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to or reflected or provided for in this paragraph. During the Financial Statements. Since period from June 30, 2020 to and including the date of the Financial Statementshereof, (i) there has been no Disposition by any Group Member of any material adverse change in part of its business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) property and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes not disclosed in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only financial statements referred to in the ordinary course consistent with past business practicesthis paragraph.
Appears in 1 contract
Sources: Credit Agreement (Accuray Inc)
Financial Condition. (a) The (i) audited consolidated and consolidating balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of December at August 31, 2013 1994 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and of cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY ▇▇▇▇ Frankfort said consolidated balance sheet and statements) of Arthur Andersen & Co., and the unaudited consolidated and consolidating balance sheets of the Company and its Consolidated Subsidi▇▇▇▇▇ & a▇ ▇▇ ▇▇▇ CPAs31, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 1995 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter nine-month period ended on said such date, heretofore furnished to Credit Agreement each of the Lenders Banks, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and of each of its Consolidated Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and nine-month period ended on said datesdates (subject, in the case of such financial statements as at May 31, 1995, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) . Neither the Borrower Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsAugust 31, (i) 1994, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) Company and its Restricted Consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Financial Condition. (a) The Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 1997 and the related consolidated statement statements of income, partners’ capital stockholders' equity and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal years ended on said dateFiscal Year then ended, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) the unaudited consolidated balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of September at June 30, 2014 1998 and the related unaudited consolidated statement statements of income, partners’ capital stockholders' equity and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the six-months then ended, (iii) the audited consolidated balance sheets of Anagram International, Inc. and its Subsidiaries as at December 31, 1997 and the consolidated statements of income, stockholders' equity and cash flows of Anagram International, Inc. and its Subsidiaries for its fiscal quarter year then ended and (iv) the unaudited combined and combining balance sheets of Anagram and its Subsidiaries as at June 30, 1998 and the unaudited combined and combining statements of income of Anagram and its Subsidiaries for the six-months then ended. All such statements were prepared in accordance with GAAP applied on said date, heretofore furnished to each of a consistent basis throughout the Lenders are complete and correct periods covered thereby (except as otherwise indicated therein or in the Anagram Acquisition Agreement) and fairly present present, in all material respects respects, the consolidated financial position of the Borrower and its Consolidated Subsidiaries entities described in such financial statements as at said of such respective dates and the results of its operations of the entities described therein for each of the fiscal year or fiscal quarter ending on said datesperiods then ended, all subject, in accordance with GAAPthe case of any such unaudited financial statements, as applied on a consistent basis.
to changes resulting from audit and normal year-end adjustments. Company does not (band did not immediately following the funding of the initial Revolving Loans) Neither the Borrower nor have any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Contingent Obligation, contingent liabilities, liabilities liability or liability for taxes, long-term lease or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or commitment that is not reflected or provided for in the Financial Statements. Since foregoing financial statements or the date of the Financial Statements, (i) there has been no notes thereto and which in any such case is material adverse change in or affecting relation to the business, operations, properties, assets, operations condition (financial or financial condition otherwise) or prospects of Company or any of its Subsidiaries (after giving effect to the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of HydrocarbonsAnagram Acquisition), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 1 contract
Sources: Revolving Loan Credit Agreement (Amscan Holdings Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Guarantor and its Consolidated Subsidiaries as of at 31 December 31, 2013 2004 and the related consolidated statement statements of incomeearnings, partners’ capital and cash flow and common shareholders’ equity of the Borrower Guarantor and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Deloitte & ▇▇▇▇ CPAsTouche LLP, LLP and (ii) the unaudited consolidated balance sheet of the Borrower Guarantor and its Consolidated Subsidiaries as of at 30 September 30, 2014 2005 and the related consolidated statement statements of income, partners’ capital earnings and cash flow of the Borrower Guarantor and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said date, in each case heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Guarantor and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending year, and three-month period ended on said datesdates (subject, in the case of such financial statements as at 30 September 2005, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) . Neither the Borrower Guarantor nor any Subsidiary has of its Material Subsidiaries had, on the Closing Date said dates, any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized unrealised or anticipated losses from any unfavorable unfavourable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial Statements30 September 2005, (i) there has been no material adverse change event or condition that could result in or affecting a Material Adverse Effect.
(b) The Guarantor has prepared and delivered to the businessFacility Agent selected, assets, operations or unaudited financial data with respect to the financial condition and results of operation of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken Company as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)at, and (ii) for the business period from 1 January 2005 to 30 September 2005. Such financial data was prepared in accordance with the Guarantor’s internal management reporting and consolidation processes but does not constitute a complete financial statement of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesCompany.
Appears in 1 contract
Sources: Credit Facility Agreement (International Paper Co /New/)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of December 31at June 27, 2013 1998 and the related consolidated statement statements of incomeincome and of cash flows for the fiscal year ended on such date, partners’ capital reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and cash flow correct and present fairly the consolidated financial condition of the Borrower and its Consolidated consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) year then ended. The unaudited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of at September 30, 2014 30 1998 and the related unaudited consolidated statement statements of incomeincome and of cash flows for the three-month period ended on such date, partners’ capital certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are in all material respects complete and cash flow correct and present fairly the consolidated financial condition of the Borrower and its Consolidated consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter three-month period then ended on said date(subject to normal year-end audit adjustments). All such financial statements, heretofore furnished to each 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 Subsidiaries had, at the date of the Lenders are complete 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 or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 1998 to and correct including the date hereof, except as disclosed by the Borrower on Schedule 7.1 hereto, there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and fairly present 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 Subsidiaries at September 30, 1998.
(b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at November 30, 1998, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the Refinancing, (ii) the making of the Term Loans, (iii) the making of the Revolving Credit Loans to be made on the Closing Date, (iv) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (v) the payment of all material respects fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates November 30, 1998, assuming that the events specified in the preceding sentence had actually occurred on such date.
(c) The operating forecast and cash flow projections of the results Borrower and its consolidated Subsidiaries, copies of its operations for which have heretofore been furnished to the fiscal year or fiscal quarter ending on said datesLenders, all have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP, . The Borrower has no reason to believe that as applied on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since of the date of the Financial Statementsdelivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, (i) there has been no or omit to state any material adverse change fact which would render them misleading in or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesany material respect.
Appears in 1 contract
Sources: Credit Agreement (Denali Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2013 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇MEDIA has been operating a business at ▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ CPAs▇▇▇▇▇, LLP ▇▇▇▇ (the "BUSINESS"). Effective April 22, 1999, the SHAREHOLDERS contributed all of the assets of the BUSINESS to MEDIA in exchange for Three Hundred Twenty Five Thousand (325,000) of MEDIA's stock. The assets and (ii) consolidated liabilities of the BUSINESS were contributed by the SHAREHOLDERS at the net book value as of April 30, 1999. The SHAREHOLDERS have delivered to SWC, a closing balance sheet and related statement of income for the Borrower period commencing January
1, 1999 and its Consolidated Subsidiaries as of September ending April 30, 2014 1999 for the BUSINESS and the related consolidated statement opening balance sheet dated April 30, 1999 of income, partners’ capital and cash flow of MEDIA (collectively herein sometimes referred to as the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and "FINANCIAL STATEMENTS"). The FINANCIAL STATEMENTS present fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations of for the fiscal year or fiscal quarter ending on said dates, all period indicated and each such statement presents fairly the information purported to be shown therein. The FINANCIAL STATEMENTS are correct and complete and are in accordance with GAAPthe books and records of the SHAREHOLDERS and MEDIA and are attached hereto as Exhibit C. The liabilities of MEDIA as of the Closing shall not exceed Fifty Two Thousand Dollars ($52,000.00).
(a) There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the BUSINESS other than as applied shown on a consistent basisthe FINANCIAL STATEMENTS.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date The operations and activities of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has BUSINESS have been conducted in all respects only in the ordinary course consistent with past business practicescourse.
(c) There has been no accepted purchase order or quotation, arrangement, or understanding for future sale of the products or services of the BUSINESS which MEDIA or the SHAREHOLDERS expects will not be profitable.
(d) The BUSINESS has not suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value.
(e) There is no fact known to MEDIA or the SHAREHOLDERS which materially adversely affects or in the future (as far as MEDIA, or the SHAREHOLDERS can foresee) may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of MEDIA; PROVIDED, HOWEVER, that MEDIA and the SHAREHOLDERS express no opinion as to political or economic matters of general applicability.
Appears in 1 contract
Sources: Reorganization Agreement (Superior Wireless Communications Inc)
Financial Condition. (a) The (i) audited State Auto Mutual has heretofore furnished to each of the Lenders consolidated balance sheet sheets of the Borrower State Auto Financial and its Consolidated Subsidiaries as of at December 31, 2013 2002 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Borrower State Auto Financial and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Ernst & ▇▇▇▇ CPAsYoung LLP, LLP and (ii) the unaudited consolidated balance sheet sheets of the Borrower State Auto Financial and its Consolidated Subsidiaries as of September at June 30, 2014 2003 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Borrower State Auto Financial and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders are complete and correct and . All such financial statements present fairly present in all material respects the consolidated financial position condition of the Borrower State Auto Financial and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 2003, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither the Borrower . None of State Auto Financial nor any Subsidiary of its Material Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsJune 30, (i) 2003, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole of State Auto Financial and its Subsidiaries from that set forth in said financial statements as at June 30, 2003.
(exclusive b) State Auto Mutual has heretofore furnished to each of changes resulting solely from changes the Lenders the annual Statutory Statement of each Insurance Entity for the fiscal year ended December 31, 2002, and the quarterly Statutory Statement of each Insurance Entity for the fiscal quarter ended June 30, 2003, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly in all material respects the financial condition of each Insurance Entity as at, and the results of operations for, the fiscal year ended December 31, 2002, and fiscal quarter ended June 30, 2003, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. Since June 30, 2003, there has been no material adverse change in the price consolidated financial condition, operations, business or prospects taken as a whole of Hydrocarbons)State Auto Mutual from that set forth in said Statutory Statement as at June 30, and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices2003.
Appears in 1 contract
Financial Condition. (a) The Company has furnished to each Bank:
(i) audited The consolidated balance sheet of the Borrower Company and its Consolidated consolidated Subsidiaries as of at December 31, 2013 1997, and the related consolidated statement statements of incomeoperations, partners’ capital stockholders' equity (deficiency) and cash flow flows for the fiscal year ended on said date, said financial statements having been certified by KPMG Peat Marwick; and
(ii) the respective combined balance sheets of the Borrower TKR New Jersey/New York Systems and its Consolidated Subsidiaries the TCI New Jersey and New York Systems, in each case as at December 31, 1995, December 31, 1996 and December 31, 1997, and the respective related combined statements of operations or earnings, parent's investment or combined deficit and cash flows for the fiscal years ended on said datedates, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished financial statements having been certified by KPMG Peat Marwick. All financial statements referred to each of the Lenders above are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Borrower unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments) and fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a combined and/or consolidated basis to the extent so indicated above, as at said the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates, all in accordance with GAAP, as applied . None of the Company and the Guarantors had on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in said financial statements as at said respective dates or as disclosed to the Financial Statements. Since Banks in writing prior to the date of hereof. Except as disclosed to the Financial StatementsBanks in writing prior to the date hereof, (i) since December 31, 1997 there has been no material adverse change in or affecting the business, assets, operations or financial condition (from that shown by the respective balance sheets as at December 31, 1997 included in said financial statements) or the businesses or operations of the Borrower (or following Company, its Subsidiaries and the Parent MLP IPO, the Parent MLP) and its Subsidiaries, New York/New Jersey Companies taken as a whole (exclusive on a pro forma combined basis. As of changes resulting solely from changes the Effective Date, except as disclosed to the Banks in writing prior to the date hereof, since December 31, 1997 there has been no material adverse change in the price of Hydrocarbons), and (ii) financial condition or the business businesses or operations of the Borrower New York/New Jersey Companies taken as a whole on a combined basis from that shown by the balance sheets as at December 31, 1997 included in said financial statements for the New York/New Jersey Companies (it being understood that for purposes of this sentence the New York/New Jersey Companies shall be deemed to have owned all of the assets acquired by the New York/New Jersey Companies pursuant to the TCI Acquisition for all periods covered by said balance sheets until and following including the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffective Date).
Appears in 1 contract
Sources: Credit Agreement (CSC Holdings Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of at December 31, 2013 1997, and the related audited consolidated statement statements of incomeincome and of cash flows for the fiscal year ended on such date, partners’ capital reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, are complete and cash flow correct and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) year then ended. The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September at June 30, 2014 1998, and the related unaudited consolidated statement statements of income, partners’ capital income and of cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal quarter six month period ended on said such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each of the Lenders Lender, are complete and correct and present fairly present in all material respects the consolidated financial position condition of the Borrower and its Consolidated Subsidiaries as at said dates such date, and the consolidated results of its their operations and their consolidated cash flows for the fiscal year or fiscal quarter ending on said datessix month period then ended (subject to normal year-end audit adjustments). All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as applied on a consistent basis.
(b) the case may be, and as disclosed therein). Neither the Borrower nor any Subsidiary has on of its Consolidated Subsidiaries had, at the Closing Date date of the most recent balance sheet referred to above, any material Debt (including Disqualified Capital Stock)Guarantee Obligation, contingent liabilities, liabilities liability or liability for taxes, or any long-term lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or unrealized foreign currency swap or anticipated losses from any unfavorable commitmentsexchange transaction, except as referred to or which is not reflected or provided for in the Financial Statementsforegoing statements or in the notes thereto. Since Except as set forth on Schedule 5.1, during the period from December 31, 1997, to and including the date of the Financial Statementshereof, (i) there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material adverse change 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 or affecting relation to the business, assets, operations or consolidated financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its SubsidiariesConsolidated Subsidiaries at December 31, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices1997.
Appears in 1 contract
Financial Condition. (a) The (i) audited Obligors have heretofore furnished to the Lender a consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 1999 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Deloitte & ▇▇▇▇ CPAsTouche, LLP and (ii) the unaudited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September 30at March 31, 2014 2000 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at March 31, 2000, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither . None of the Borrower Obligors nor any Subsidiary of their respective Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1999, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) Company and its Restricted Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Financial Condition. (a) The Borrower has heretofore furnished to each Lender copies of (i) the audited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of at December 31, 2013 2001 and the related audited consolidated statement statements of income, partners’ capital income and of cash flow of the Borrower and its Consolidated Subsidiaries flows for the fiscal years year ended on said such date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, audited by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as of September 30at March 31, 2014 2002 and the related unaudited consolidated statement statements of incomeincome and of cash flows for the three-month period ended on such date, partners’ capital and cash flow certified by a Responsible Officer (the "FINANCIAL STATEMENTS"). The Financial Statements present fairly, in all material respects, the consolidated financial condition of the Borrower and its Consolidated consolidated Subsidiaries for the fiscal quarter ended on said dateas at December 31, heretofore furnished to each of the Lenders are complete 2001 and correct March 31, 2002 and fairly present fairly, in all material respects respects, the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject to normal year-end audit adjustments and the absence of footnote disclosure). The Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved. Except as set forth on SCHEDULE 4.1, neither the Borrower nor any of its consolidated Subsidiaries had, at December 31, 2001 or at the date hereof, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth on SCHEDULE 4.1, during the period from December 31, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its 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 position condition of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said datesDecember 31, all in accordance with GAAP, as applied on a consistent basis2001.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 1 contract
Financial Condition. (a) The Each of (i) the audited consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31dated April 30, 2013 2016 and the related audited consolidated and consolidating statements of income or operations, shareholders' equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated and consolidating balance sheet of Borrower and its Subsidiaries dated January 31, 2017 and the related unaudited consolidated statement of income, partners’ capital shareholders' equity and cash flow flows for the nine (9) fiscal months then ended, in each case, as heretofore delivered to Bank:
(A) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein, subject to, in the case of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said dateunaudited interim financial statements, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 normal year-end adjustments and the related consolidated statement lack of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and footnote disclosures; and
(B) present fairly present in all material respects the consolidated and consolidating financial position condition of the Borrower and its Consolidated Subsidiaries as at said of the dates thereof and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basisperiods covered thereby.
(b) Neither All financial performance projections delivered to Bank, including the Borrower nor any Subsidiary has financial performance projections delivered on the Closing Date any material Debt Date, represent Borrower's good faith estimate of future financial performance and are based on assumptions believed by Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Bank that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.
(including Disqualified Capital Stock)c) Since April 30, contingent liabilities2016, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower Material Adverse Effect.
(or following the Parent MLP IPO, the Parent MLPd) The Credit Parties and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 7.1.1 and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practiceshave no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.1.2.
Appears in 1 contract
Sources: Loan and Security Agreement (Sigmatron International Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2013 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, Borrowers have heretofore furnished to each of the Lenders are complete the following financial statements:
(a) the audited consolidated financial statements of Mediacom LLC, including consolidated balance sheets, as of December 31, 2002 and correct 2003, and the related audited consolidated statements of operation and cash flow for the years ended on said respective dates, certified by PricewaterhouseCoopers LLP;
(b) the respective audited combined financial statements of the Mediacom Midwest Borrowers and their Subsidiaries, and the Mediacom USA Borrowers and their Subsidiaries, including in each case combined balance sheets, as of December 31, 2002 and 2003, and the related audited combined statements of operation and cash flow for the years ended on said respective dates, in each case certified by PricewaterhouseCoopers; and
(c) the unaudited combined financial statements of the Borrowers and their Subsidiaries, including combined balance sheets, as of and for the three-month and six-month periods ended March 31, 2004 and June 30, 2004, respectively, and the related unaudited combined statements of operation and cash flow for the three-month period and six-month periods ended on said respective dates. All such financial statements fairly present in all material respects the consolidated individual or combined financial position condition of the Borrower and its Consolidated Subsidiaries respective entities as at said respective dates and the individual or combined results of its their operations for the fiscal year or fiscal quarter ending applicable periods ended on said respective dates, all Credit Agreement in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
basis (b) Neither subject to ordinary year end adjustments and footnotes). As of the Borrower nor any Subsidiary has on the Closing Date any date hereof, there are no material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated material losses from any unfavorable commitmentscommitments of the Borrowers and their Subsidiaries, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at June 30, 2004 referred to above. Since the date of the Financial StatementsDecember 31, (i) 2003, there has been no material adverse change in the combined financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) Borrowers and its Subsidiaries, their Subsidiaries taken as a whole from that set forth in said audited financial statements as at said date referred to in clause (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iib) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesabove.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet and, in the case of the Borrower Company only, unconsolidated statements of financial condition of the Company and its Consolidated Subsidiaries as of at December 31, 2013 1995 and the related consolidated statement and unconsolidated statements of incomeoperations, partners’ capital stockholders' equity and changes in cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ said consolidated statement of financial condition and statements) of Ernst & ▇▇▇▇ CPAs, Young LLP and (ii) the unaudited consolidated balance sheet and unconsolidated statements of financial condition of the Borrower Company and its Consolidated Subsidiaries as of September 30at March 31, 2014 1996 and the related consolidated statement and unconsolidated statements of incomeoperations, partners’ capital stockholders' equity and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders Banks, are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower Company and its Consolidated Subsidiaries Subsidiaries, and the unconsolidated financial condition of the Company, as at said dates and the consolidated and, in the case of the Company only, unconsolidated results of its their operations and their cash flows for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at March 31, 1996, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) . Neither the Borrower Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid statements of financial condition as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1995, there has been no material adverse change in or affecting the consolidated financial condition, operations, business, assetsassets (and nature thereof), operations liabilities (including, without limitation, tax, ERISA and environmental liabilities) or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole of the Company and its Consolidated Subsidiaries from that set forth in said financial statements as at said date.
(exclusive b) With respect to each Insurance Subsidiary, the statutory financial statements of changes resulting solely from changes in the price of Hydrocarbons)such Insurance Subsidiary as at December 31, 1995, as filed with its Applicable Insurance Regulatory Authority, and (ii) the business quarterly statement for the three-month period ended on March 31, 1996, heretofore furnished to each of the Borrower (and following Banks, present in all material respects the Parent MLP IPO, the Parent MLP) financial condition of such Insurance Subsidiary as at said dates and its Restricted Subsidiaries has been conducted only results of operations for its fiscal year and three-month period ended on said dates, in each case, in accordance with statutory reporting practices prescribed or permitted by its Applicable Insurance Regulatory Authority for the ordinary course consistent with past business practicespreparation of financial statements and other financial reports by insurance corporations of the type of such Insurance Subsidiary.
Appears in 1 contract
Financial Condition. (a) The audited and unaudited consolidated balance sheets of Holdings and its Subsidiaries delivered to the Lenders hereunder as of the end of each fiscal year, fiscal quarter or fiscal month, as the case may be, and in each case the related consolidated statements of income or operations for the fiscal period ended on that date:
(i) audited consolidated balance sheet were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to ordinary, good faith year end audit adjustments in the case of the Borrower quarterly and its Consolidated Subsidiaries as of December 31, 2013 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and monthly financial statements; and
(ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present accurate in all material respects and fairly present the consolidated financial position condition of Holdings and its Subsidiaries as of the Borrower date thereof and its Consolidated Subsidiaries as at said dates results of operations and cash flows for the period covered thereby;
(b) The audited or reviewed financial statements of certain Founding Companies dated December 31, 1997, and identified on Schedule 5.11(b), and the results related statements of its income or operations for the fiscal year ended on that date, the interim summary combined balance sheet and statement of income of the Company and its Subsidiaries for the nine months ended September 30, 1998, and the summary combined income statements of the Company and its Subsidiaries for the 12 months ended September 30, 1998:
(i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to ordinary, good faith year end audit adjustments in the case of quarterly financial statements;
(ii) are complete and accurate in all material respects and fairly present the financial condition of the Founding Companies as of the date thereof and results of operations and cash flows for the period covered thereby; and
(iii) except as specifically disclosed in Schedule 5.11, show all material Indebtedness and other liabilities, direct or fiscal quarter ending on said datescontingent, all of the Founding Companies as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations.
(c) The pro forma financial statements of the Company and its Subsidiaries referred to in subsection 4.01(1) were prepared in accordance with GAAP, as applied on a consistent basis.
(b) Neither are complete and accurate in all material respects and fairly present the Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or pro forma financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) Company and its SubsidiariesSubsidiaries as of the date thereof, taken and the financial projections also referred to in subsection 4.01(1) represent the Company's best estimates and assumptions as a whole (exclusive to future performance, which the Company believes to be fair and reasonable as of changes resulting solely from changes the time made in the price light of Hydrocarbons)current and reasonably foreseeable business conditions.
(d) Since September 30, and (ii) the business of the Borrower (and following the Parent MLP IPO1998, the Parent MLP) and its Restricted Subsidiaries there has been conducted only in the ordinary course consistent with past business practicesnot been, nor is it reasonably likely that there will be, any Material Adverse Effect.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet Obligors have heretofore furnished to each of the Borrower Lenders the consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of at December 31, 2013 1999 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY said consolidated balance sheet and statements) of Arthur Andersen LLP, and the unaudited consolidated and consolidating ▇▇▇▇▇c▇ Frankfort ▇▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September 30at March 31, 2014 2000 and the related consolidated statement and consolidating statements of income, partners’ capital income and cash flow retained earnings of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Obligors, and its Consolidated Subsidiaries (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at March 31, 2000, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither , except as otherwise indicated in the Borrower nor any Subsidiary notes thereto. None of the Obligors has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1999, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only Obligors from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Sources: Fourth Amended and Restated Credit Agreement (Cornell Companies Inc)
Financial Condition. (a) The (i) audited consolidated balance sheet Iusacell has heretofore furnished to each of the Borrower Banks consolidated and consolidating balance sheets of Iusacell and its Consolidated Subsidiaries as of at December 31, 2013 1994 and the related consolidated statement statements of income, partners’ changes in capital accounts and cash flow flows of the Borrower Iusacell and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY ▇▇▇▇ Frankfort said consolidated balance sheet and statements) of ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP S.C., and (ii) the unaudited consolidated balance sheet sheets of the Borrower Iusacell and its Consolidated Subsidiaries as of at September 30, 2014 1995 (and, separately stated, of Iusacell alone) and the related consolidated statement statements of income, partners’ changes in capital accounts and cash flow flows of the Borrower Iusacell and its Consolidated Subsidiaries (and, separately stated, of Iusacell alone) for the fiscal quarter nine-month period ended on said such date, heretofore furnished to each of the Lenders .
(b) All such financial statements are complete and correct and fairly present in all material respects the respective consolidated or individual financial position condition of the Borrower and its Consolidated Subsidiaries respective entities as at said dates and the consolidated or individual results of its operations for the fiscal year or fiscal quarter ending and nine-month period ended on said datesdates (subject, in the case of such financial statements as at September 30, 1995, to normal year-end audit adjustments), all in accordance with GAAP, as Mexican GAAP applied on a consistent basis.
(b) Neither the Borrower nor any Subsidiary . None of said entities has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsSeptember 30, (i) 1995, there has been no material adverse change in or affecting the business, assetsconsolidated financial condition, operations or financial condition business of the Borrower (or following the Parent MLP IPO, the Parent MLP) Iusacell and its Subsidiaries, Subsidiaries taken as a whole (exclusive of changes resulting solely whole, from changes that set forth in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of at December 31, 2013 2000, and the related consolidated statement statements of incomeearnings, partners’ capital and cash flow and common shareholders' equity of the Borrower Parent and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ CPAsLLP, LLP and (ii) the unaudited consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of at September 30, 2014 2001 and the related consolidated statement statements of income, partners’ capital earnings and cash flow of the Borrower Parent and its Consolidated Subsidiaries for the fiscal quarter six-month period ended on said date, in each case heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending year, and nine-month period ended on said datesdates (subject, in the case of such financial statements as at September 30, 2001, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) . Neither the Borrower Parent nor any Subsidiary has of its Material Subsidiaries had, on the Closing Date said dates, any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsSepember 30, (i) 2001, there has been no material adverse change event or condition that could result in or affecting a Material Adverse Effect.
(b) The Parent has prepared and delivered to the businessAdministrative Agent selected, assets, operations or unaudited financial data with respect to the financial condition and results of operation of the Borrower (or following for the Parent MLP IPOquarter ended September 30, 2001. Such financial data was prepared in accordance with the Parent MLP) Parent's internal management reporting and its Subsidiaries, taken as consolidation processes but does not constitute a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business complete financial statement of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesBorrower.
Appears in 1 contract
Financial Condition. (a) The (i) Company has previously provided to Allied a true and complete copy of the audited consolidated Consolidated and consolidating balance sheet of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 1998 and December 31, 1999, and the related consolidated statement Consolidated and consolidating statements of income, partners’ capital income and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year then ended on said date, with (the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all "Audited Financials"). The Audited Financials were prepared in accordance with GAAP, as applied on are true and correct in all material respects and fairly present the Company's and each of its Subsidiaries' operations and their cash flows at such date and for the period then ended. The auditors have issued an unqualified statement to the Company concerning the Audited Financials, a consistent basiscopy of which is included with the Audited Financials.
(b) Neither The Company has previously provided to Allied a true and complete copy of the Borrower nor any Subsidiary has preliminary unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries as at October 31, 2000 and the related preliminary unaudited Consolidated and consolidating statements of income and Consolidated cash flow of the Company and its Subsidiaries for the 10 month period then ended (the "Interim Financials"). The Interim Financials were prepared in accordance with GAAP (except that footnotes are omitted), are true and correct in all material respects and fairly present the Company's and each of its Subsidiaries' operations and their cash flows at such date and for the period then ended, subject to normal and immaterial year-end adjustments.
(c) Attached to Schedule 4.6(c) are the pro forma Consolidated and consolidating balance sheets of the Company and its Subsidiaries as of the end of each of fiscal years 2001 through 2003, giving effect to the incurrence of the full amount of Indebtedness contemplated under this Agreement and the use of the proceeds thereof, and the related Consolidated statements of projected cash flow, projected retained earnings and projected income for such fiscal year (the "Projected Statements"). The Projected Statements are based on estimates, information and assumptions believed by the Closing Date Credit Parties to be reasonable and the Credit Parties have no reason to believe, in the light of conditions existing at the time of delivery, that such projections are incorrect or misleading in any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesrespect.
Appears in 1 contract
Sources: Investment Agreement (Sunsource Inc)
Financial Condition. The Company has furnished to each Bank:
(a) The (i) audited consolidated balance sheet of the Borrower Company and its Consolidated consolidated Subsidiaries as of at December 31, 2013 1997, and the related consolidated statement statements of incomeoperations, partners’ capital stockholders' equity (deficiency) and cash flow flows for the fiscal year ended on said date, said financial statements having been certified by KPMG Peat Marwick;
(b) The unaudited consolidated balance sheets of the Borrower Company and its Consolidated consolidated Restricted Subsidiaries as at December 31, 1997, and the related consolidated statements of operations, stockholders' equity (deficiency) and cash flows for the fiscal year ended on said date; and
(c) the respective combined balance sheets of the TKR New Jersey/New York Systems and the TCI New Jersey and New York Systems, in each case as at December 31, 1995, December 31, 1996 and December 31, 1997, and the respective related combined statements of operations or earnings, parent's investment or combined deficit and cash flows for the fiscal years ended on said datedates, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished financial statements having been certified by KPMG Peat Marwick. All financial statements referred to each of the Lenders above are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Borrower unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments) and fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a combined and/or consolidated basis to the extent so indicated above, as at said the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates. None of the Company, all in accordance with GAAP, as applied its Restricted Subsidiaries and the New York/New Jersey Companies had on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in said financial statements as at said respective dates or as disclosed to the Financial Statements. Since Banks in writing prior to the date of hereof. Except as disclosed to the Financial StatementsBanks in writing prior to the date hereof, (i) since December 31, 1997 there has been no material adverse change in or affecting the business, assets, operations or financial condition (from that shown by the respective balance sheets as at December 31, 1997 included in said financial statements) or the businesses or operations of the Borrower (or following the Parent MLP IPOCompany, the Parent MLP) Restricted Subsidiaries and its Subsidiaries, the New York/New Jersey Companies taken as a whole (exclusive on a pro forma combined basis. As of changes resulting solely from changes the Effective Date, except as disclosed to the Banks in writing prior to the date hereof, since December 31, 1997 there has been no material adverse change in the price of Hydrocarbons), and (ii) financial condition or the business businesses or operations of the Borrower New York/New Jersey Companies taken as a whole on a combined basis from that shown by the balance sheets as at December 31, 1997 included in said financial statements for the New York/New Jersey Companies (it being understood that for purposes of this sentence the New York/New Jersey Companies shall be deemed to have owned all of the assets acquired by the New York/New Jersey Companies pursuant to the TCI Acquisition for all periods covered by said balance sheets until and following including the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffective Date).
Appears in 1 contract
Sources: Credit Agreement (CSC Holdings Inc)
Financial Condition. The Parent has heretofore furnished to each of the Lenders the following:
(a) The (i) audited consolidated and consolidating balance sheet sheets of the Borrower Parent and its Consolidated Subsidiaries as of at December 31, 2013 1995 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow flows of the Borrower Parent and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY said consolidated balance sheet and statements) of Coopers & ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAsL.L.P., LLP and (ii) the unaudited consolidated and consolidating balance sheet sheets of the Borrower Parent and its Consolidated Subsidiaries as of September at June 30, 2014 1996 and the related consolidated statement and consolidating CREDIT AGREEMENT statements of income, partners’ capital retained earnings and cash flow flows of the Borrower Parent and its Consolidated Subsidiaries for the six-month period ended on such date; and
(b) consolidated and consolidating balance sheets of CasTech and its Subsidiaries as at March 31, 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flows of CasTech and its Subsidiaries for the fiscal quarter year ended on said date, heretofore furnished to each with the opinion thereon (in the case of said consolidated balance sheet and statements) of Ernst & Young L.L.P., and the Lenders are complete unaudited consolidated and correct consolidating balance sheets of CasTech and its Subsidiaries as at June 30, 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flows of CasTech and its Subsidiaries for the three-month period ended on such date. All such financial statements fairly present present, in all material respects respects, the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries and CasTech and its Subsidiaries, as the case may be, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Parent and its Subsidiaries and CasTech and its Subsidiaries, as the case may be, as at said dates and the consolidated and unconsolidated results of its their respective operations for the fiscal year or fiscal quarter ending years and periods ended on said datesdates (subject, in the case of such financial statements as at June 30, 1996, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither . Except as otherwise disclosed to the Borrower Administrative Agent or the Lenders in writing prior to the date hereof, none of the Parent nor any Subsidiary of its Subsidiaries, nor CasTech nor any of its Subsidiaries, has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since December 31, 1995 (in the date case of the Financial StatementsParent and its Subsidiaries) or March 31, 1996 (in the case of CasTech and its Subsidiaries):
(i) there has been no material adverse change in or affecting the business, properties, assets, operations operations, conditions (financial or financial condition otherwise), or prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) CasTech and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and whole; and
(ii) other than the business Merger, there has been no material adverse change in the business, properties, assets, CREDIT AGREEMENT operations, conditions (financial or otherwise), or prospects of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices(including CALI and New CALC) taken as a whole.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower QSRD and its Consolidated Subsidiaries Subsidiaries, as of December 31at June 30, 2013 1999 and the related consolidated statement of incomeoperations, partners’ capital stockholders' equity and cash flow of the Borrower QSRD and its Consolidated Subsidiaries Subsidiaries, for the fiscal years year ended on said date, with the opinion audit report thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Ernst & ▇▇▇▇ CPAsYoung L.L.P. heretofore furnished to each of the Lenders, LLP and (ii) the unaudited consolidated balance sheet of the Borrower QSRD and its Consolidated Subsidiaries as of September 30at August 31, 2014 1999 and the their related consolidated statement statements of incomeoperations, partners’ capital and cash flow of the Borrower QSRD and its Consolidated Subsidiaries for the fiscal quarter 2-month period ended on said date, such date heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects and fairly present the consolidated financial position condition of the Borrower QSRD and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter and the 2-month period ending on said dates, all in accordance with GAAPGAAP with respect to the audited financial statements, as and on a modified accrual basis with respect to interim financial statements, in each case applied on a consistent basisbasis (subject, in the case of the interim financial statements, to normal year-end adjustments).
(b) Neither the Borrower QSRD nor any Subsidiary of its Subsidiaries has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilitiesliabilities interpreted in accordance with GAAP, liabilities for taxes, unusual forward or long-term commitments for the purchase or sale of Oil and Gas Properties, or unrealized or anticipated losses from any unfavorable commitments, in each case except for customary purchase price adjustments, prorations, indemnities, and other typical obligations arising under or in connection with the purchase or sale of Oil and Gas Properties or the acquisition or issuance of securities, and except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02 which could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial StatementsJune 30, (i) 1999, there has been no material adverse change in or affecting event having a Material Adverse Effect. Since June 30, 1999, neither the business, assets, operations business nor the Properties of QSRD or financial condition any of the Borrower (or following the Parent MLP IPO, the Parent MLP) its Subsidiaries have been materially and its Subsidiaries, taken adversely affected as a whole (exclusive result of changes resulting solely from changes in the price any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Hydrocarbons)Property or cancellation of contracts, and (ii) the business permits or concessions by any Governmental Authority, riot, activities of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesarmed forces or acts of God or of any public enemy.
Appears in 1 contract
Financial Condition. (a) The (i) audited consolidated balance sheet Obligors have heretofore furnished to each of the Borrower Funding Parties the consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of at December 31, 2013 1999 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of UHY said consolidated balance sheet and statements) of Arthur Andersen LLP, and the unaudited consolidated and consoli▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of September 30at March 31, 2014 2000 and the related consolidated statement and consolidating statements of income, partners’ capital income and cash flow retained earnings of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Obligors, and its Consolidated Subsidiaries (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at March 31, 2000, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither , except as otherwise indicated in the Borrower nor any Subsidiary notes thereto. None of the Obligors has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1999, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only Obligors from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Financial Condition. The Company has furnished to each Lender:
(a) The (i) audited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Company as of December 31, 2013 20162024, and the related consolidated statement of income, partnersoperations and stockholders’ capital and cash flow of the Borrower and its Consolidated Subsidiaries equity or deficiency for the fiscal years year ended on said date, with said financial statements having been certified by a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and Required Lenders; and
(iib) The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries Company as of September March 31September 30, 2014 20172025, and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries operations for the fiscal quarter ended on said date, heretofore furnished Quarter then ended. All financial statements referred to each of the Lenders above (i) are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Borrower unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments), (ii) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as at said otherwise expressly noted therein, and (iii) fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a consolidated basis, as of the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates, all in accordance with GAAP, as applied . None of the Company and its Restricted Subsidiaries had on a consistent basis.
(b) Neither the Borrower nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in the Financial Statements. Since the date said financial statements of the Financial StatementsCompany and its consolidated Subsidiaries as of said respective dates or as disclosed to the Lenders in writing prior to the Closing Date. Except as disclosed to the Lenders in writing prior to the Amendment No. 25 Effective Date, (i) since December 31, 20192024, there has been no material adverse change in or affecting the business, assets, operations or financial condition (from that shown by the respective balance sheet as of December 31, 20192024 included in said financial statements) or the businesses or operations of the Borrower (or following Company and the Parent MLP IPO, the Parent MLP) and its Subsidiaries, Restricted Subsidiaries taken as a whole on a pro forma combined basis (exclusive after giving effect to the Indebtedness contemplated to be incurred on the Amendment No. 25 Effective Date and the use of changes resulting solely from changes in the price of Hydrocarbonsproceeds thereof), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 1 contract
Sources: Credit Agreement (AMC Networks Inc.)
Financial Condition. (a) The Borrower has heretofore furnished to each of the Lenders (i) the audited consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at September 30, 2008 and September 30, 2009 and the related consolidated statement of December 31income and retained earnings and cash flow of the Borrower and its consolidated Subsidiaries for the fiscal years ended on said dates, 2013 with the opinions thereon (in the case of said consolidated balance sheets and statements) of PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2010 and the related consolidated statement of income, partners’ capital retained earnings and cash flow of the Borrower and its Consolidated consolidated Subsidiaries for the fiscal years nine-month period ended on said such date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct in all material respects and fairly present in all material respects the consolidated financial position condition of the Borrower and its Consolidated consolidated Subsidiaries at and as of such dates (subject, in the case of such financial statements as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said datesJune 30, 2010, to normal year-end audit adjustments), all in accordance with GAAP, as GAAP and practices applied on a consistent basis.
(b) Neither . None of the Borrower nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsSeptember 30, (i) 2009, there has been no material adverse change change. As used herein, the term “material adverse change” shall mean any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; provided that “material adverse change” shall not include the effect of any event, development or circumstance disclosed in any document filed pursuant to Section 13, 14 or affecting the business, assets, operations or financial condition 15(d) of the Borrower (or following Securities Exchange Act of 1934 after September 30, 2009 and prior to the Parent MLP IPO, Effective Date to the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)extent, and (ii) only to the business of the Borrower (and following the Parent MLP IPOextent, the Parent MLP) and its Restricted Subsidiaries has been conducted only such effect is explicitly disclosed in the ordinary course consistent with past business practicessuch filings.
Appears in 1 contract
Financial Condition. (a) The Company has heretofore furnished to each of the Lenders the following financial statements:
(i) the audited consolidated balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 2000 and December 31, 2001, respectively, and the related audited consolidated statement statements of incomeoperations, partners’ capital accounts and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal years ended on said daterespective dates, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and KPMG Peat Marwick LLP; and
(ii) the unaudited consolidated balance sheet sheets of the Borrower Company and its Consolidated Subsidiaries as of September 30at March 31, 2014 2002 and the related unaudited consolidated statement statements of incomeoperations, partners’ capital accounts and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter three month period ended on said date, heretofore furnished to each of the Lenders . Such financial statements are complete and correct and fairly present in all material respects the respective consolidated actual financial position condition of the Borrower Company and its Consolidated Subsidiaries Subsidiaries, as at said dates date and the actual consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said datesdate, all in accordance with GAAP, as generally accepted accounting principles and practices of the United States of America applied on a consistent basis.
(b) Neither ; and neither the Borrower Company nor any Subsidiary has of its Subsidiaries had on the Closing Date date thereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said date. Since the date of the Financial Statements, (i) there There has been no material adverse change in or affecting the Property, business, assetsoperations, operations financial condition, liabilities or financial condition capitalization of the Borrower (or following the Parent MLP IPO, the Parent MLP) Company and its Subsidiaries, Consolidated Subsidiaries taken as a whole (exclusive of changes resulting solely from changes in since the price of Hydrocarbons), and (ii) the business last day of the Borrower fiscal year of the Company as to which financial statements have most recently been delivered pursuant to Section 6.01(b) (and following the Parent MLP IPOor, the Parent MLP) and its Restricted Subsidiaries has if no such financial statements have yet been conducted only in the ordinary course consistent with past business practicesdelivered, since December 31, 2001).
Appears in 1 contract
Sources: Credit Agreement (Bowater Inc)
Financial Condition. The Obligors have heretofore furnished to each of the Lenders (a) The (i) audited the pro forma consolidated balance sheet sheets of the Borrower Parent and its Consolidated Subsidiaries as of at December 31, 2013 1999, and (b) the consolidated and consolidating balance sheets of the Parent and its Subsidiaries as at June 30, 2000 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Borrower Parent and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Parent and its Consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Parent and its Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 2000, to normal year-end audit adjustments) all in accordance with GAAP, as generally accepted accounting principles and practices in the United States of America applied on a consistent basis.
(b) Neither . None of the Borrower nor any Subsidiary Obligors has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-long- term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheet as at said date. Since the date of the Financial StatementsJune 30, (i) 2000, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Financial Condition. (a) The (i) The audited consolidated balance sheet sheets of the Borrower and its Consolidated Subsidiaries as of December 31, 2013 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal years ended October 29, 2006, October 28, 2007 and November 2, 2008 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP such dates and (ii) the unaudited consolidated balance sheet financial statements of the Borrower and its Consolidated Subsidiaries as of September 30for the fiscal quarter period ending on [ ]7, 2014 and together with the related consolidated statement statements of incomeincome or operations, partners’ capital equity and cash flow flows for such fiscal quarter period ending on such date in each case were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each consolidated Subsidiaries.
(b) The pro forma balance sheet and statements of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position operations of the Borrower and its Consolidated consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Borrower and its consolidated Subsidiaries as at said dates of [ ], adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and on [ ] for purposes of the statement of operations), to the initial borrowings and the results of its operations for other transactions contemplated to occur on the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basisClosing Date.
(bc) Neither the Borrower nor any Subsidiary has on As of the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsDate, except as referred set forth in Schedule [ ] to the Investment Agreement as in existence as of [ ], no fact, event, change or reflected or provided for in the Financial Statements. Since circumstances shall have occurred since the date of the Financial StatementsInvestment Agreement that has had or would be reasonably likely to have a Material Adverse Effect; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (A) any change, development, occurrence or event affecting the businesses or 6 Conforming changes to be made upon finalization of the Investment Agreement. 7 Insert end date of most recent fiscal quarter for which financial statements are available. industries in which the Borrower and its Subsidiaries operate (including general pricing changes), (iB) there has been no material adverse change changes in general domestic economic conditions, including changes in the financial, securities or affecting credit markets, or changes in such conditions in any area in which the businessBorrower or its Subsidiaries operate, assets(C) changes in global or national political conditions (including any outbreak or escalation of hostilities, operations declared or financial condition undeclared acts of war or terrorism), (D) the announcement of this Agreement and the other Loan Documents, the Investment Agreement and the ABL Facility Documents and the transactions contemplated hereby and thereby, (E) the failure of the Borrower to meet any internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure may be considered in determining whether there is a Material Adverse Effect on the Borrower) or following (F) any change in the Parent MLP IPOtrading prices of the Capital Stock on the New York Stock Exchange or of the Convertible Notes (provided that the underlying causes of such change may be considered in determining whether there is a Material Adverse Effect on the Borrower); except, with respect to clauses (A), (B), or (C), to the Parent MLP) extent that the effects of such changes have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole whole, relative to other businesses supplying to the non-residential construction industry.
(exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iid) the business As of the Borrower (and following Closing Date, after giving effect to the Parent MLP IPOconsummation of the Transactions, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesBorrower is Solvent.
Appears in 1 contract
Financial Condition. (a) The (i) audited unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2011 (including the notes thereto)(the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared in good faith based on information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of the Borrower and its Subsidiaries as of March 31, 2011.
(b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2013 2010, and the related consolidated statement statements of incomeincome and of cash flows for the fiscal year ended on such date, partners’ capital reported on by and cash flow accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the results of their operations and cash flows for the fiscal years ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAs, LLP and (ii) period then ended. The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30March 31, 2014 2011, and the related unaudited consolidated statement statements of income, partners’ capital income and cash flow flows for the three-month period ended on such date, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Borrower and its Consolidated Subsidiaries as at said dates such date, and the results of its their operations and cash flows for the fiscal year or fiscal quarter ending on said datesthree-month period then ended (subject to normal year‑end audit adjustments and the absence of footnotes). All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP, GAAP applied consistently throughout the periods involved (except as applied on a consistent basis.
(b) Neither approved by the aforementioned firm of accountants and disclosed therein). The Borrower nor any Subsidiary has on the Closing Date and its Subsidiaries do not have any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long‑term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable long‑term commitments, except as including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or reflected or provided for disclosed in the Financial Statements. Since SEC Reports filed prior to the date of hereof. During the Financial Statementsperiod from March 31, (i) 2011 to and including the date hereof there has been no material adverse change in or affecting the business, assets, operations or financial condition of Disposition by the Borrower (of any material part of its business or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken Property except as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only expressly disclosed in SEC Reports filed prior to the ordinary course consistent with past business practicesdate hereof.
Appears in 1 contract
Sources: Credit Agreement (Northwestern Corp)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Company and its Consolidated the consolidated Subsidiaries as of December 31at January 2, 2013 1995 and the related consolidated statement statements of incomeoperations, partners’ capital cash flows and cash flow changes in shareholders' equity of the Borrower Company and its Consolidated the consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ Price Waterhouse & ▇▇▇▇ CPAsCo., LLP and (ii) the unaudited consolidated balance sheet of the Borrower Company and its Consolidated the consolidated Subsidiaries as of September 30at July 2, 2014 1995 and the related consolidated statement statements of incomeoperations, partners’ capital cash flows and cash flow changes in Shareholders' equity of the Borrower Company and its Consolidated the consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to the Agent and each of the Lenders Bank, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated the consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said dates, subject, in the case of such financial statements as at July 2, 1995, to normal year-end adjustments all in accordance conformity with GAAP, as generally accepted accounting principles applied on a consistent basis.
(b) Neither . As at such dates, neither the Borrower Company nor any Subsidiary has on the Closing Date of its Subsidiaries had any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates and except as are not required by generally accepted accounting principles and practices to be disclosed on the Financial Statementsfinancial statements referred to herein. Since the date of the Financial StatementsJanuary 2, (i) 1995, there has been no material adverse change in or affecting the business, assets, operations or consolidated financial condition of or operations, or the Borrower (prospects or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, business taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)whole, and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) Company and its Restricted consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Sources: Loan Agreement (Coca Cola Bottling Co Consolidated /De/)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 1997 and the related consolidated statement statements of income, partners’ capital shareholders' equity and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAsKPMG Peat Marwick LLP, LLP and (ii) the unaudited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of at September 30, 2014 1998 and the related consolidated statement statements of income, partners’ capital income and cash flow of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter nine-month period ended on said such date, heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and nine-month period ended on said datesdates (subject, in the case of such financial statements as at September 30, 1998, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
basis (bprovided that such financial statements may contain condensed footnotes prepared in accordance with Rule 10-01(a)(5) of Securities and Exchange Commission Regulation S-X). Neither the Borrower Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case material to the Company and its Consolidated Subsidiaries taken as a whole, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsSeptember 30, (i) 1998, there has been no material adverse change in or affecting the business, assetsconsolidated financial condition, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, business taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) Company and its Restricted Consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.
Appears in 1 contract
Financial Condition. (a) The (i) audited Company has heretofore furnished to each of the Bank consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of at December 31, 2013 1994 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇ CPAsKPMG Peat Marwick LLP, LLP and (ii) the unaudited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of September at June 30, 2014 1995 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Borrower Company and its Consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated Subsidiaries as at said dates and the Credit Agreement 48 - 44 - consolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 1995, to year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis.
(b) Neither . None of the Borrower Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments taken as a whole, except as referred to or reflected or provided for in said balance sheets as at said dates and except for liabilities incurred in the Financial Statementsordinary course of business. Since the date of the Financial StatementsJune 30, (i) 1995, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, prospects taken as a whole of the Company and its Subsidiaries from that set forth in said financial statements as at said date.
(exclusive b) The Company has heretofore furnished to each of changes resulting solely from changes in the price Banks the annual Statutory Statement of Hydrocarbons)each Insurance Subsidiary for the fiscal year ended December 31, 1994, and (ii) the business quarterly Statutory Statement of each Insurance Subsidiary for the Borrower (and following fiscal quarter ended June 30, 1995, in each case as filed with the Parent MLP IPOApplicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material respects, the Parent MLP) financial condition of each Insurance Subsidiary as at, and its Restricted Subsidiaries has been conducted only the results of operations for the fiscal year ended December 31, 1994, and fiscal quarter ended June 30, 1995, in accordance with statutory accounting practices prescribed or permitted by the ordinary course consistent with past business practicesApplicable Insurance Regulatory Authority.
Appears in 1 contract
Sources: Credit Agreement (Fidelity National Financial Inc /De/)
Financial Condition. (a) The (i) audited consolidated balance sheet of the Borrower Company and its Consolidated Subsidiaries as of December 31, 2013 2001 and the related consolidated statement statements of income, partners’ capital cash flows and cash flow stockholders' equity of the Borrower Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said dateLLP, heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Borrower Company and its Consolidated Subsidiaries as at said dates date and the consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis.
(b) generally accepted accounting principles. Neither the Borrower Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said date any material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date said balance sheet as at said date.
(b) The consolidated balance sheet of the Financial StatementsCompany and its Subsidiaries as of March 31, 2002 and the related consolidated statements of income, cash flows and stockholders' equity of the Company and its Subsidiaries for the three-month period ended on said date, heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of the Company and its Subsidiaries as at said date and the consolidated results of their operations for the three-month period ended on said date, all in accordance with generally accepted accounting principles. Neither the Company nor any of its Subsidiaries had on said date any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date.
(ic) Since December 31, 2001, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Borrower (or following the Parent MLP IPO, the Parent MLP) Company and its Subsidiaries, Subsidiaries (taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbonswhole), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.
Appears in 1 contract