Common use of Financial Statements; No Material Adverse Effect Clause in Contracts

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from audit, normal year year-end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Borrower Audited Financial Statements and the Borrower Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except for (in the case of interim statements) customary year-end adjustments and the absence of complete footnotes and as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotestherein.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition position of the Borrower Parent 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 periods covered thereby, (A) except as otherwise expressly noted therein or in Schedule 4.05 hereto and (B) subject, in the case of the Unaudited Financial Statements, if anyquarterly financial statements, to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition position of the 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 periods covered thereby, except as otherwise expressly noted therein and (subject, in the case of the Unaudited Financial Statements, if any, Statements to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of each of the 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 periods covered thereby, except as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject disclosed to the absence of footnotesAdministrative Agent prior to the Closing Date.

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except (x) as otherwise expressly noted therein disclosed to the Administrative Agent prior to the Closing Date and subject, (y) in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except as otherwise expressly noted therein and (subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes).

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subjectand, in the case of the Unaudited Financial Statements, if any, subject to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of the dates thereof and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, subject to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotesadjustments.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and Statements, the Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower and its Restricted Subsidiaries as of the dates thereof thereof, and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject disclosed to the absence of footnotesAdministrative Agent prior to the Closing Date.

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower Reader’s Digest, WRC Media, Direct Holdings and its their respective Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subjectand, in the case of the Unaudited Financial Statements, if any, subject to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition position of the Borrower Holdings and its consolidated Subsidiaries as of the dates thereof and their its results of operations and cash flows for the period periods covered thereby in accordance with GAAP IFRS consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and to the extent provided in the notes thereto subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except as otherwise expressly noted therein and (subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except as otherwise expressly noted therein and (subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes).

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower 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 periods covered thereby, except as otherwise expressly noted therein and subjectand, in the case of the Unaudited Financial Statements, if any, subject to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the 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 periods covered thereby, except as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotestherein.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotestherein.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subjectand, in the case of the Unaudited Financial Statements, if any, subject to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subjectand, in the case of the Unaudited Financial Statements, if any, subject to changes resulting from normal year year-end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower 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 periods covered thereby, except (x) as otherwise expressly noted therein disclosed to the Lenders in writing prior to the Closing Date and subject, (y) in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotes.

Financial Statements; No Material Adverse Effect. (a) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of the dates thereof thereof, and their its results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and subject, in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotesfootnote disclosures and changes resulting for normal year-end adjustments for recurring accruals and except as otherwise disclosed to the Administrative Agent prior to the Effective Date.

Financial Statements; No Material Adverse Effect. (a) (i) The Audited Financial Statements and the Unaudited Financial Statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries Parent as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except (x) as otherwise expressly noted therein disclosed to the Administrative Agent prior to the Closing Date and subject, (y) in the case of the Unaudited Financial Statements, if any, to changes resulting from normal year end audit adjustments and subject to the absence of footnotes.