Financial Position. Complete and accurate copies of the following financial statements and materials have been delivered to the Administrative Agent: (i) audited financial statements of the Company and its Subsidiaries for the fiscal year ended December 31, 2016; and (ii) unaudited financial statements of the Company and its Subsidiaries and of the Borrower for the fiscal quarter ended September 30, 2017. All financial statements included in such materials were prepared in all material respects in conformity with GAAP, except as otherwise noted therein, and fairly present in all material respects the respective consolidated financial positions, and the consolidated results of operations and cash flows for each of the periods covered thereby of the Company and its Subsidiaries and the Borrower, as applicable, as at the respective dates thereof. Neither the Borrower nor any of its Subsidiaries has any Contingent Obligation, contingent liability or liability for any taxes, long-term leases or commitments, not reflected in its audited financial statements delivered to the Administrative Agent on or prior to the Closing Date or otherwise disclosed to the Administrative Agent and the Lenders in writing, which will have or is reasonably likely to have a Material Adverse Effect.
Financial Position. The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders’ equity and cash flows as of and for (a) the fiscal years ended December 31, 2014 and 2013 reported on by Ernst & Young LLP, independent public accountants and (b) the six months ended June 30, 2015. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above.
Financial Position. All financial projections and related materials and documents delivered to the Lender pursuant to this Agreement are based upon facts and assumptions that the Borrower believes to be reasonable in light of the then current and foreseeable business conditions. All monthly, quarterly and annual financial statements of the Borrower delivered to the Lender were prepared in conformity with GAAP and fairly present the financial position of the Borrower or the consolidated and consolidating financial position of the Borrower, as at the respective dates thereof and the results of operations and changes in financial position for each of the periods covered thereby, subject, in the case of unaudited interim financial statements, to changes resulting from the audit and normal year-end adjustments and, with respect to all financial statements delivered prior to the Closing Date, such statements were in conformity with GAAP as interpreted by the Borrower at such time. As of the date of delivery, the Borrower does not have any Accommodation Obligation except as listed on Schedule 6.1-H hereto, contingent liability or liability for any Taxes, long-term leases or commitments, not reflected in any of its financial statements delivered to the Lender pursuant to this Agreement or otherwise disclosed to the Lender in writing, which will have or is reasonably likely to have a Material Adverse Effect.
Financial Position. The financial statements listed on Schedule 5.3 attached hereto, copies of which have been delivered to the Lenders (a) present fairly the financial condition of the VSE Entities as of the date(s) thereof and the results of the VSE Entities’ operations for the periods indicated therein, (b) were prepared in accordance with GAAP, (c) with respect to all historical data, are true and accurate in all material respects, (d) with respect to all projections, are reasonable, and (e) are not misleading in any material respect. Except as set forth on Schedule 5.3 attached hereto, all material liabilities, fixed or contingent (including, without limitation, those fixed or contingent liabilities of Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) or more), are fully shown or provided for on the referenced financial statements or the notes thereto as of the date(s) thereof. There has been no material adverse change in the business, property or condition (financial or otherwise) of the VSE Entities, taken as a whole, since the date of the most recent balance sheet listed on Schedule 5.3 attached hereto. All filings by the Primary Operating Company required by the SEC or the SEC Act have been filed as and when required (except to the extent appropriate extensions have been obtained and remain in effect), and no VSE Entity has received written notice of any violation of the SEC Act or any other law, rule or regulation of the SEC that has not been disclosed to the Administrative Agent in writing. The Restricted Non-Borrower Affiliates have only nominal (or no) assets, and will be dissolved by the VSE Entities as soon as is commercially feasible.
Financial Position. As of the dates prepared, the financial statements and all financial data heretofore delivered to Lender in connection with the Project and/or relating to Borrower are true, correct and complete in all material respects and were prepared in accordance with GAAP consistently applied. Such financial statements fairly present the financial position of the Persons who are the subject thereof as of the dates thereof.
Financial Position. True and complete copies of the following financial statements have been delivered to each of the Lenders: the audited combined balance sheets of the Predecessor as at the end of fiscal year ended December 31, 1995 and the related combined statements of income, stockholders' equity and cash flow of the Predecessor for such fiscal year then ended as set forth in the Prospectus of Xxxxx Karan International dated June 27, 1996. The foregoing financial statements were prepared in conformity with GAAP, except as otherwise noted therein, and fairly present the financial positions and the results of operations and cash flows of the Predecessor for each of the periods covered thereby as at the respective dates thereof. The Predecessor has no Accommodation Obligation, contingent liability or liability for any Taxes, long-term leases or commitments, not reflected in the foregoing financial statements which will have or is reasonably likely to have a Material Adverse Effect.
Financial Position. (a) As of the Closing Date, all quarterly and annual financial statements of Anixter or of Anixter and any of its Subsidiaries delivered to the Administrative Agent and the Lenders (including the Audited Financial Statements) were prepared in conformity with GAAP (except as otherwise noted therein) and fairly present the financial position of Anixter or the consolidated financial position of Anixter and such Subsidiaries, as the case may be, as at the respective dates thereof and the results of operations and changes in cash flows for each of the periods covered thereby, subject, in the case of any unaudited interim financial statements to changes resulting from audit and normal year-end adjustments.
Financial Position. (a) The consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of December 31, 2017, and the related consolidated statements of income, cash flow and shareholders’ equity of the Borrower and its Consolidated Subsidiaries for the fiscal year then ended, copies of which have been furnished to each Lender, fairly present the financial condition of the Borrower and its Consolidated Subsidiaries as at such date and the consolidated results of the operations of the Borrower and its Consolidated Subsidiaries for the period ended on such date, all in accordance with in accordance with GAAP consistently applied throughout the period covered thereby.
Financial Position. The financial statements listed on Schedule 5.3 hereto, copies of which have been delivered to the Lenders, present fairly the financial condition of the Borrowers as of the date thereof and the results of the Borrowers’ operations for the periods indicated therein, were prepared in accordance with GAAP, are true and accurate in all respects, and are not misleading in any respect. All material liabilities, fixed or contingent, are fully shown or provided for on the referenced financial statements or the notes thereto as of the dates thereof to the extent they are required to be shown or disclosed in accordance with GAAP. There has been no material adverse change in (i) the business, property or condition (financial or otherwise) of the Borrowers, taken as whole, since the date of its most recent financial statements listed on Schedule 5.3 or (ii) the government contracting status of any Borrower with respect to the United States government or any department or agency thereof.
Financial Position. The Financial Statements properly reflect the financial position of the Company as at the Last Accounting Date and of its results for the accounting period ending on that date.