Financial Statements and Condition. The Borrower’s audited consolidated financial statements as of December 31, 2021, and the Borrower’s unaudited quarterly financial statements as of June 30, 2022, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited quarterly financial statements, for the absence of footnotes and for year-end audit adjustments) and fairly present in all material respects the financial condition of the Borrower and the Subsidiaries, taken as a consolidated enterprise, as at such dates and the results of their operations for the fiscal year then ended. As of the dates of such consolidated financial statements, neither the Borrower nor any Material Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto. Since December 31, 2021, no Adverse Event has occurred.
Financial Statements and Condition. (a) The Seller Parties have made available to Purchaser, and included in Schedule 2.06(a) of the Seller Disclosure Schedule are (i) Company’s Annual Report Pursuant to the Uniform Reporting System Prescribed for Pari-Mutuel Permit Holders, audited by a certified public accountant as required by Florida Law, (ii) the Seller Parties’ audited consolidated financial statements (including balance sheet, income statement and statement of cash flows) as of the end of the most recently completed last three (3) fiscal years prior to the latest date on which this representation is deemed to be made and for the twelve-month period ended on such date, (iii) unaudited consolidated financial statements of the Seller Parties (including balance sheet, income statement and statement of cash flows) for the portion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date, and (iv) unaudited and unconsolidated financial statements of Company (including balance sheet, income statement and statement of cash flows) for the portion of the current fiscal year ended on the last day of the calendar month that is no less than 30 days preceding the Effective Date (collectively, “Financial Statements”). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with GAAP, except that the unaudited financial statements do not contain footnotes and are subject to year end audit adjustments made in accordance with GAAP. The Financial Statements accurately set out and describe in all material respects in accordance with GAAP the financial condition of the Seller Parties and Company on a consolidated and an unconsolidated basis, as applicable, as of the dates and during the periods indicated therein, subject, in the case of the unaudited financial statements, to normal year-end audit adjustments which are neither individually nor in the aggregate material. Each of the Seller Parties maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP. Company has maintained the Books and Records for the past five (5) years in a manner sufficient to permit the preparation of financial statements in accordance with GAAP.
Financial Statements and Condition. (a) All annual and quarterly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction), have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. All monthly financial statements delivered by the Credit Parties to the Agent or any Lender (including, without limitation, all such financial statements delivered in connection with the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the financial condition of the Credit Parties and their Subsidiaries as at such dates and the results of their operations for the respective periods then ended. As of the dates of such financial statements, no Credit Party or any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. With respect to the Credit Parties, other than the Xxxxxxxxxx’x Entity, since June 30, 2007, there has been no Material Adverse Occurrence and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrence.
Financial Statements and Condition. The Company’s audited consolidated financial statements as at December 31, 2010, and its unaudited consolidated financial statements as at April 1, 2011, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis and fairly present, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as at such dates and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of such interim financial statements, to the absence of footnotes and normal year-end adjustments). Since December 31, 2010, no Adverse Event has occurred.
Financial Statements and Condition. The Borrower's audited consolidated financial statements as at April 30, 2001 and its unaudited financial statements as at April 30, 2002 as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis (except for year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Borrower and its Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Other than as may have been previously disclosed to the Banks in writing, since April 30, 2002 there has been no material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.
Financial Statements and Condition. (a) Prior to the execution of this Agreement, Seller has made available to Purchaser true and complete copies of the statutory accounts of the Company for the fiscal year ended June 30, 2005 (the “Statutory Financial Statements”). Except as set forth in the notes thereto and as disclosed in Schedule 2.4(a), the Statutory Financial Statements were prepared from, are in accordance with and accurately reflect, the books and records of the Company, and have been prepared in accordance with applicable Law and fairly present in all material respects the consolidated financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject to normal recurring year-end adjustments and the absence of footnotes.
Financial Statements and Condition. (a) (i) The audited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 2019, and the related statements of operation, stockholders equity and cash flows (including supporting footnote disclosures) for the Fiscal Years then ended, with the opinion of Deloitte & Touche LLP, have been prepared in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, GTC and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The financial statements described in this Section 4.6(a)(i) are collectively called the “Financial Statements”. The Credit Parties as of such dates did not have any significant liabilities, contingent or otherwise, including liabilities for taxes or any unusual forward or long-term commitments which were not disclosed by or reserved against in the Financial Statements, and at the present time there are no material unrealized or anticipated losses from any unfavorable commitments of the Credit Parties and (ii) the unaudited consolidated balance sheets of Borrower as of and for the Fiscal Year ended September 30, 2019, and the related statements of operation, stockholders equity and cash flows for the Fiscal Years then ended, have been prepared by Borrower in accordance with GAAP consistently applied throughout the periods indicated, are true and correct in all material respects and present fairly the financial condition of IEC, GTC and DRTL at the date of said financial statements and the results of operations for the Fiscal Year then ended. The unaudited financial statements described in this Section 4.6(a)(ii) are collectively called the “Unaudited Financial Statements.”
Financial Statements and Condition. The Borrower's audited consolidated financial statements as at December 31, 1994 and its unaudited financial statements as at October 7, 1995, as heretofore furnished to the Agent, have been prepared in accordance with GAAP on a consistent basis (except for year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Borrower and its Subsidiaries as at such dates and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such financial statements, neither the Borrower nor any Subsidiary had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since December 31, 1994, there has been no material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and its Subsidiaries taken as a whole.
Financial Statements and Condition. (a) Prior to the execution of this Agreement, Seller has made available to Purchaser true and complete copies of the following financial statements:
Financial Statements and Condition. The Borrowers’ audited consolidated financial statements as at August 31, 2003 and their unaudited financial statements as at May 31, 2004, as heretofore furnished to the Lenders, have been prepared in accordance with GAAP on a consistent basis (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements) and fairly present the financial condition of the Borrowers as at such dates and the results of their operations and changes in financial position for the respective periods then ended. As of the dates of such financial statements, no Borrower had any material obligation, contingent liability, liability for taxes or long-term lease obligation which is not reflected in such financial statements or in the notes thereto. Since February 29, 2004 and after giving effect to the Conversion, there has been no Material Adverse Occurrence.
