Common use of Financial Statements and Condition Clause in Contracts

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. (a) All annual and quarterly The Borrower's audited consolidated financial statements delivered by the Credit Parties as at December 31, 2001 heretofore furnished 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 Banks were prepared in accordance with GAAP on a consistent basis consistently applied throughout the periods involved (except for as may be indicated in the absence notes thereto regarding the adoption of footnotes and subject to year-end audit adjustments as to the interim statementsnew accounting policies) and present fairly present in all material respects the consolidated financial condition position of the Credit Parties Borrower and their its Subsidiaries as at such the respective dates thereof and the consolidated results of their operations of the Borrower and changes in financial position its Subsidiaries for the respective periods then ended. All monthly The Borrower's unaudited interim financial statements delivered by the Credit Parties as at March 31, 2002 heretofore furnished to the Agent or any Lender (including, without limitation, all such Banks were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower's audited consolidated financial statements delivered as at December 31, 2001. The Borrower's unaudited interim financial statements as at March 31, 2002 do not contain any footnote disclosures and are subject to normal recurring year-end adjustments, but otherwise present fairly in connection with all material respects the Agent’s or Lenders’ due diligence and underwriting with respect to this transaction) fairly present the consolidated financial condition and consolidated results of operations of the Credit Parties Borrower and their its Subsidiaries as at such of the dates and the results of their operations for the respective periods then endedindicated therein except as otherwise set forth therein. As of the dates of such financial statements, no Credit Party or 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. With respect to the Credit PartiesSince December 31, other than the Xxxxxxxxxx’x Entity, since June 30, 20072001, there has been no Material Adverse Occurrence material adverse change in the business, operations, property, assets or condition, financial or otherwise, of the Borrower and with respect to the Xxxxxxxxxx’x Entity, since December 31, 2007, there has been no Material Adverse Occurrenceits Subsidiaries taken as a whole.

Financial Statements and Condition. The balance sheet ---------------------------------- (aincluding the notes thereto) All annual of K-V and quarterly financial its Subsidiaries on a consolidated basis as at March 31, 2004, and the related statements delivered by of operations and stockholders' equity and statements of cash flows of K-V and its consolidated Subsidiaries for 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)fiscal year then ended, have been prepared audited by KPMG LLP and are complete and correct, 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) GAAP, and fairly present the financial condition of the Credit Parties K-V and their its Subsidiaries on a consolidated basis as at such dates date and the results of their the operations of Borrower for the period ended on such date and since March 31, 2004, there has been no material adverse change in any Borrower's financial condition, business, properties or operations. The interim balance sheet (including the notes thereto) of K-V and its Subsidiaries on a consolidated basis as at September 30, 2004, and the related statements of operations and changes in financial position stockholders' equity and statements of cash flows for the respective periods period 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 are complete and underwriting with respect to this transaction) correct and fairly present the financial condition of the Credit Parties K-V and their its Subsidiaries as on a consolidated basis at such dates date, in accordance with GAAP (subject to normal year-end audit adjustments and except as specified in the results notes thereto). No Borrower has on the date hereof, nor will have on the date of their operations for the respective periods then ended. As of the dates of such financial statementsany Loan or advance made by any Lender hereunder, no Credit Party or any Subsidiary had any material obligationcontingent obligations, contingent liability, liability for taxes long-term leases or material forward or long-term lease obligation commitments, which is not are required to be reflected in such financial the foregoing statements or in (and the related 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 Occurrenceare not so reflected.

Financial Statements and Condition. The balance sheet (aincluding the notes thereto) All annual of K-V and quarterly financial its Subsidiaries on a consolidated basis as at March 31, 1997, and the related statements delivered by of operations and stockholders' equity and statements of cash flows of K-V and its consolidated Subsidiaries for 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)fiscal year then ended, have been prepared audited by BDO Seidman, LLP and are complete and xxxxxxx, 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) GAAP, and fairly present the financial condition of the Credit Parties K-V and their its Subsidiaries on a consolidated basis as at such dates date and the results of their the operations of Borrower for the period ended on such date and since March 31, 1997, there has been no material adverse change in any Borrower's financial condition, business, properties or operations. The interim balance sheet (including the notes thereto) of K- V and its Subsidiaries on a consolidated basis as at April 30, 1997, and the related statements of operations and changes in financial position stockholders' equity and statements of cash flows for the respective periods period 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 are complete and underwriting with respect to this transaction) correct and fairly present the financial condition of the Credit Parties K-V and their its Subsidiaries as on a consolidated basis at such dates date, in accordance with GAAP (subject to normal year-end audit adjustments and except as specified in the results notes thereto). No Borrower has on the date hereof, nor will have on the date of their operations for the respective periods then ended. As of the dates of such financial statementsany Loan or advance made by Bank hereunder, no Credit Party or any Subsidiary had any material obligationcontingent obligations, contingent liability, liability for taxes long-term leases or material forward or long-term lease obligation commitments, which is not are required to be reflected in such financial the foregoing statements or in (and the related 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 Occurrenceare not so reflected.