Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company as of the dates 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.
Appears in 8 contracts
Samples: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC), Credit Agreement (Axalta Coating Systems Ltd.), Fourth Amendment (Ortho Clinical Diagnostics Holdings PLC)
Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Business as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted thereindisclosed to the Administrative Agent prior to the Closing Date.
Appears in 5 contracts
Samples: Abl Credit Agreement (SMART Technologies Inc.), First Lien Credit Agreement (SMART Technologies Inc.), Term Loan Credit Agreement (SMART Technologies Inc.)
Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its consolidated Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 4 contracts
Samples: Term Loan Credit Agreement (YRC Worldwide Inc.), Tranche B Term Loan Credit Agreement (YRC Worldwide Inc.), Term Loan Credit Agreement
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries and Parent and its Subsidiaries, as applicable, as of the dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 4 contracts
Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 3 contracts
Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP and (ii) present fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the dates 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 thereinindicated period.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Hasbro, Inc.), Revolving Credit Agreement (Hasbro, Inc.), Revolving Credit Agreement (Hasbro, Inc.)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 3 contracts
Samples: Senior Secured Loan Agreement (Nielsen Holdings B.V.), Senior Secured Loan Agreement (Nielsen CO B.V.), Senior Secured Loan Agreement (Nielsen Holdings B.V.)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company (with respect to the 2009 Audited Financial Statements) or the Borrower, as applicable, and its consolidated Restricted Subsidiaries as of the dates 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.
Appears in 2 contracts
Samples: Credit Agreement (Solgar), Credit Agreement (Rapid Roaming Co)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined consolidated financial condition of the Company Borrower and its Subsidiaries as of the dates thereof and their its consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 2 contracts
Samples: Credit Agreement (Res Care Inc /Ky/), Credit Agreement (Res Care Inc /Ky/)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present present, in all material respects respects, the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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 thereinGAAP.
Appears in 2 contracts
Samples: Credit Agreement (BMC Software Inc), Credit Agreement (BMC Software Inc)
Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries as of the dates thereof and their results of operations and cash flows for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 2 contracts
Samples: Credit Agreement (Velocity Financial, LLC), Credit Agreement (Velocity Financial, Inc.)
Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company and its consolidated subsidiaries as of the dates 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.
Appears in 2 contracts
Samples: Credit Agreement (Syniverse Holdings Inc), Credit Agreement (Syniverse Holdings Inc)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Obligor Group as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted thereindisclosed to the Administrative Agent prior to the Signing Date.
Appears in 2 contracts
Samples: Credit Agreement (Igate Corp), Credit Agreement (Igate Corp)
Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements, Unaudited Financial Statements and the Borrowing Base Certificate fairly present in all material respects the combined financial condition of the Company and each Company Subsidiary as of the dates thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted thereindisclosed to the Administrative Agent prior to the Closing Date.
Appears in 2 contracts
Samples: Abl Credit Agreement (Cole Haan, Inc.), Abl Credit Agreement (Cole Haan, Inc.)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Subsidiaries as of the dates 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.
Appears in 2 contracts
Samples: Credit Agreement (Warner Music Group Corp.), Credit Agreement (Sun Communities Inc)
Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its Restricted Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 2 contracts
Samples: Intercreditor Agreement (TransFirst Inc.), Assignment and Assumption (TransFirst Inc.)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Information fairly present in all material respects the combined financial condition of the Company Target Companies as of the dates thereof and their its 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.
Appears in 1 contract
Samples: First Lien Credit Agreement (Pivotal Acquisition Corp)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company BorrowerCompany and its Subsidiaries as of the dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (ai) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower and its consolidated Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined consolidated financial condition of the Company Acquired Business as of the dates thereof and their its consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Obligor Group as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted thereindisclosed to the Lender prior to the Signing Date.
Appears in 1 contract
Samples: Credit Agreement (Igate Corp)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company Holdings and its Subsidiaries as of the dates thereof and their results of operations for the period periods covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 1 contract
Samples: Credit Agreement (CONDUENT Inc)
Financial Statements; No Material Adverse Effect. (1) (a) The Audited Annual Financial Statements fairly present in all material respects the combined financial condition of the Acquired Company and its Subsidiaries as of the dates date(s) thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the combined financial condition of the Company and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (aiii) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company and its consolidated subsidiaries as of the dates 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company BorrowerOperating Partnership and its Subsidiaries as of the dates 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company Borrower as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period periods covered thereby, except as otherwise expressly noted thereindisclosed to the Administrative Agent prior to the Closing Date.
Appears in 1 contract
Samples: Credit Agreement (Igate Corp)
Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company and its consolidated Subsidiaries as of the dates 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (av) The Audited Financial Statements fairly present in all material respects the combined financial condition of the Company and its consolidated subsidiaries as of the dates 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.
Appears in 1 contract
