Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of U.S. Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of U.S. Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Borrower and the Restricted Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.
Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements furnished to the Administrative Agent (for further distribution to the Lenders) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries, taken as a whole, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities, direct or contingent, of Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness other than those that are not material to Borrower and its Subsidiaries as a whole or are reflected on Borrower’s most recent Form 10-Q and any subsequent Form 10-Q or Form 8-K.
Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Parent Guarantor has heretofore delivered to the Administrative Agent and the Lenders, at their request, the following financial statements and information: (a) audited consolidated financial statements of the Parent Guarantor and its Subsidiaries for the fiscal years ended December 31, 2001, 2002, 2003, and 2004 consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such period, all of which statements were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise described therein; (b) company-prepared unaudited consolidated financial statements of the Parent Guarantor and its Subsidiaries for the fiscal quarter ended September 30, 2004, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such period, all of which statements were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise described therein; and (c) five-year projections for the Parent Guarantor and its Subsidiaries, all in form and substance reasonably satisfactory to the Administrative Agent and certified by the chief financial officer of the Parent Guarantor that such consolidated financial statements fairly present the financial condition of the Parent Guarantor and its Subsidiaries as of the dates indicated, and (i) with respect to the audited and unaudited financial statements, the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (ii) with respect to the projections, were prepared in good faith based upon reasonable assumptions.
Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements and the Cor Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries or the Acquired Company and its Subsidiaries, as applicable, as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries or the Acquired Company and its Subsidiaries, as applicable, as of the date thereof, including liabilities for taxes, commitments and Indebtedness.
Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) Except as set forth on Schedule 5.05, as to the Company and each of its Subsidiaries:
Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities required to be shown by GAAP, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments, Indebtedness and Contingent Obligations.
Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) Each of the Helix Audited Financial Statements and, to the best knowledge of the Borrower, the Remington Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly presents the consolidated financial condition of the Borrower and its Subsidiaries and Remington and its Subsidiaries, as applicable, as of the date thereof and their consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries and Remington and its Subsidiaries, as applicable, as of the date thereof, including any such liabilities for taxes, material commitments and Indebtedness.
