Common use of Financial Statements; Material Adverse Effect Clause in Contracts

Financial Statements; Material Adverse Effect. (i) The consolidated balance sheet of Originator and its consolidated subsidiaries as at December 31, 2005, and the related consolidated statements of income, changes in shareholders equity and cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP, independent public accountants, copies of which have been furnished to Buyer prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of Originator and its consolidated subsidiaries as at such date and the consolidated results of the operations of Originator and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP. (ii) The consolidated balance sheet of Originator and its consolidated subsidiaries as at June 30, 2006 and the related consolidated statements of income, changes in shareholders equity and cash flows for the fiscal periods then ended, copies of which have been furnished to Buyer on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of Originator and its consolidated subsidiaries as at such date and the consolidated results of the operations of Originator and its consolidated subsidiaries for the periods ended on such date, all in accordance with GAAP, subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosure. (iii) Since June 30, 2006 no event has occurred that would reasonably be expected to have a Material Adverse Effect.

Financial Statements; Material Adverse Effect. (a) The Issuer has furnished to each Purchaser (i) The the audited consolidated balance sheet of Originator the Issuer and its consolidated subsidiaries Subsidiaries as at of December 31, 20052016, and the related audited consolidated statements of income, changes in shareholders shareholders’ equity and cash flows for the fiscal year Fiscal Year then ended, reported on prepared by PricewaterhouseCoopers LLPErnst & Young LLP and (ii) the unaudited consolidated balance sheet of the Issuer and its Subsidiaries as of March 31, independent public accountants2017, copies and the related unaudited consolidated statements of which have been furnished to Buyer prior to income and cash flows for the Fiscal Quarter and year-to-date hereofperiod then ended, certified by a Responsible Officer. Such financial statements fairly present fairly, in all material respects, respects the consolidated financial condition of Originator the Issuer and its consolidated subsidiaries Subsidiaries as at of such date dates and the consolidated results of operations for such periods in conformity with GAAP (as in effect at the operations of Originator time such financial statements were prepared and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP. subject to Section 1.3) consistently applied (ii) The consolidated balance sheet of Originator and its consolidated subsidiaries except as at June 30, 2006 and the related consolidated statements of income, changes in shareholders equity and cash flows for the fiscal periods then ended, copies of which have been furnished to Buyer on or prior to the date hereof, present fairly, in all material respects, the consolidated financial condition of Originator and its consolidated subsidiaries as at such date and the consolidated results of the operations of Originator and its consolidated subsidiaries for the periods ended on such date, all in accordance with GAAPexpressly noted therein), subject in the case of such unaudited statements to normal year-end audit adjustments and reduced footnote disclosurethe absence of footnotes in the case of the statements referred to in clause (ii). All Profit Plans delivered to the Purchasers after the Closing Date pursuant to Section 5.1(e) have been prepared by the Issuer in good faith based on assumptions believed by the Issuer to be reasonable at the time made; provided that it is expressly understood and agreed that financial projections (iiiincluding all Profit Plans) Since June 30are not to be viewed as facts, 2006 no event has occurred that would reasonably are inherently uncertain and are not a guarantee of financial performance and actual results may differ from financial projections and such differences may be expected to have a Material Adverse Effectmaterial.