Common use of GAAP Financial Statements Clause in Contracts

GAAP Financial Statements. (a) The audited ------------------------- consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Year ending December 31, 1995 and the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the nine months ended September 30, 1996 which have been delivered to the Lenders (i) are true and correct in all material respects, (ii) have been prepared in accordance with GAAP (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly the consolidated financial condition of the Borrower and its Subsidiaries at such dates, the results of their operations for the periods then ended and the investments and reserves for the periods then ended. (b) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholders' equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures), and shall present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end audit adjustments.

GAAP Financial Statements. (a) The Company has previously delivered to the Buyer the Company's audited ------------------------- consolidated financial balance sheets and statements of income, cash-flow and shareholders' equity for each of the Borrower and its Subsidiaries for two years in the Fiscal Year ending period ended December 31, 1995 and 2000 (all such items mentioned previously in this Section, the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the nine months ended September 30, 1996 which have been delivered to the Lenders "FINANCIAL STATEMENTS"). The Financial Statements (i) are true correct and correct complete in all material respects, (ii) are consistent with the books and records of the Company and its Subsidiaries (which books and records are correct and complete in all material respects, and are maintained in accordance with applicable regulations), and (iii) have been prepared in conformity with GAAP applied on a consistent basis (except as described therein and in prior historical financial statements of the Company) and present fairly the financial position of the Company on a consolidated basis as at the dates indicated and the results of its operations for such period. Except as set forth in the Financial Statements or Section 3.4(a) of the Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has (i) any Loss Contingency material to the Company and its Subsidiaries on a consolidated basis which is not required by GAAP to be accrued or (ii) any other Liability material to the Company and its Subsidiaries on a consolidated basis that is not required by GAAP to be accrued. The financial statements to be delivered pursuant to Section 6.3(i) will be derived from the accounting books and records of the Company, will provide adequate disclosure of material changes to the accounts or business of the Company and its Subsidiaries and will be prepared in accordance with GAAP (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustmentsfootnotes) and (iii) present fairly otherwise on the consolidated financial condition of same basis as the Borrower and its Subsidiaries at such dates, the results of their operations for the periods then ended and the investments and reserves for the periods then ended. (b) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholders' equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied Financial Statements (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosuresmay be required by GAAP), and shall present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof for the periods then ended, subject, in the case of quarterly financial statements, subject to normal year-end audit adjustmentsadjustments in the case of monthly financial statements.

GAAP Financial Statements. (ai) The audited ------------------------- consolidated financial statements of the Borrower as of the end of, and its Subsidiaries for for, the 2005 Fiscal Year ending December 31(the "Audited Financial Statements"), 1995 and the unaudited consolidated financial statements of the Borrower as of the end of, and its Subsidiaries for for, the nine months Fiscal Quarter ended September June 30, 1996 2006, copies of which have been delivered furnished to the Lenders (i) are true Administrative Agent and correct in all material respectseach of the Lenders, (ii) have been prepared in accordance conformity with GAAP applied on a consistent basis (except as disclosed therein andto the extent necessitated by changes in GAAP during the relevant periods), in and accurately present the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly the consolidated financial condition of the Borrower and each of its Subsidiaries as at such dates, dates and the results of their operations for the periods then ended and the investments and reserves for the periods then ended. (bii) Except as set forth on Schedule 5.05, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of the Borrower or any of its Subsidiaries, nor have any shares of capital stock of the Borrower or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired, since December 31, 2005. (iii) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholdersstockholders' equity and of cash flowflows, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosurestherein), and shall present fairly (in a condensed manner) the consolidated financial condition of the corporations covered thereby as at the dates thereof and for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end and audit adjustments.

GAAP Financial Statements. (ai) The audited ------------------------- consolidated financial statements of the Borrower as of the end of, and its Subsidiaries for for, the 2004 Fiscal Year ending December 31(the "Audited Financial Statements"), 1995 and the unaudited consolidated financial statements of the Borrower as of the end of, and its Subsidiaries for for, the nine months Fiscal Quarter ended September 30March 31, 1996 2005, copies of which have been delivered furnished to the Lenders (i) are true Administrative Agent and correct in all material respectseach of the Lenders, (ii) have been prepared in accordance conformity with GAAP applied on a consistent basis (except as disclosed therein andto the extent necessitated by changes in GAAP during the relevant periods), in and accurately present the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly the consolidated financial condition of the Borrower and each of its Subsidiaries as at such dates, dates and the results of their operations for the periods then ended and the investments and reserves for the periods then ended. (bii) Except as set forth on Schedule 5.05, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of the Borrower or any of its Subsidiaries, nor have any shares of capital stock of the Borrower or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired, since December 31, 2004. (iii) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholdersstockholders' equity and of cash flowflows, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosurestherein), and shall present fairly (in a condensed manner) the consolidated financial condition of the corporations covered thereby as at the dates thereof and for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end and audit adjustments.

GAAP Financial Statements. (a) The audited ------------------------- consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Year ending December 31, 1995 and the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the nine months ended September 30, 1996 2021 which have been delivered to the Lenders (i) are true and correct present fairly, in all material respects, (ii) have been prepared in accordance conformity with GAAP (except as disclosed therein andtherein), in the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly the consolidated financial condition position and consolidated results of operations of the Borrower and its Subsidiaries at such dates, the results of their operations date for the periods period then ended and the investments and reserves for the periods period then ended. (b) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholders' ’ equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures), and shall present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end audit adjustments. (c) Except as set forth on Schedule 5.3, or as filed publicly with the Securities Exchange Commission available via the Securities and Exchange Commission’s “▇▇▇▇▇” filing system (but excluding any risk factors, forward-looking disclosure and any other disclosures that are cautionary, predictive or forward-looking in nature), there has been no change in the business, assets, operations or financial condition of the Borrower or any Subsidiary which has had or could reasonably be expected to have a Material Adverse Effect since December 31, 2021.

GAAP Financial Statements. (a) The audited ------------------------- Borrower has heretofore furnished to the Lenders the consolidated financial statements of the Borrower Nobel Insurance Limited and its Subsidiaries for the Fiscal Year ending December 31, 1995 1997 and the unaudited consolidated Fiscal Quarter ending March 31, 1998. To the best of the Borrower's knowledge, such financial statements are free of the Borrower material misstatement and its Subsidiaries for the nine months ended September 30present fairly, 1996 which have been delivered to the Lenders (i) are true and correct in all material respects, (ii) have been prepared in accordance with GAAP (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly the consolidated financial condition of the Borrower Nobel Insurance Limited and its Subsidiaries at such dates, the results of their operations for the periods then ended and the investments and reserves for the periods then ended. (b) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholders' equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures), and shall present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end audit adjustments. (c) The forecasted cash flow statement of the Borrower and its Subsidiaries (after giving effect to the Purchase and the borrowings hereunder), copies of which have been delivered to each Lender, have been prepared by the Borrower in light of the past operations of the business of Nobel Insurance Limited and its Subsidiaries and represent, as of the date of this Agreement, the good faith estimate of the Borrower and its senior management for the most probable course of the business of the Borrower and its Subsidiaries after giving effect to such transactions.

GAAP Financial Statements. (a) The audited ------------------------- Borrower has furnished to the Administrative Agent and each of the Lenders (i) a copy of the unaudited consolidated financial statements balance sheets of the Borrower and its Subsidiaries Subsidiaries, and the balance sheet of the Borrower on an unconsolidated basis as of the close of such Fiscal Quarter and the related consolidated statements of income and cash flows for that portion of the Fiscal Year ending December 31, 1995 as of the close of such a Fiscal Quarter and (ii) a copy of the unaudited consolidated financial statements statement of Income of the Borrower and its Subsidiaries Subsidiaries, and the statement of income of the Borrower on an unconsolidated basis, for the nine months ended September 30such Fiscal Quarter, 1996 which have been delivered to the Lenders (i) are true and correct in all material respects, (ii) have been prepared in accordance with GAAP (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures and subject to normal year-end adjustments and except that footnote and schedule disclosures are abbreviated) which financial statements are complete and correct and present fairly in accordance with GAAP (subject to normal year- end adjustments) consolidated or unconsolidated, as the case may be results of operations and (iii) present fairly the consolidated financial condition cash flows of the Borrower and its Subsidiaries at as of the end of such dates, the results of their operations for the periods then ended Fiscal Quarter and the investments and reserves for the periods period then ended. (b) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholders' equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosurestherein), and shall present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end audit adjustments.

GAAP Financial Statements. (ai) The audited ------------------------- consolidated financial statements of the Borrower as of the end of, and its Subsidiaries for for, the 1999 Fiscal Year, and as of the end of, and for, the Fiscal Year ending December Quarter ended March 31, 1995 and the unaudited consolidated financial statements 2000, copies of the Borrower and its Subsidiaries for the nine months ended September 30, 1996 which have been delivered furnished to the Lenders (i) are true -42- 49 Administrative Agent and correct in all material respectseach of the Lenders, (ii) have been prepared in accordance conformity with GAAP (except as disclosed therein andapplied on a consistent basis, in and accurately present the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly the consolidated financial condition of the Borrower and each of its Subsidiaries as at such dates, dates and the results of their operations for the periods then ended and the investments and reserves for the periods then ended. (bii) There has been no change, event, action, condition or effect which individually or in the aggregate materially and adversely affects the consolidated business, operations, financial prospects or condition of the Borrower or its Subsidiaries taken as a whole since December 31, 1999. Except as set forth on Schedule 7.6, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of the Borrower or any of its Subsidiaries, nor have any shares of capital stock of the Borrower or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired, since December 31, 1999. (iii) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the condensed balance sheet and condensed statements of operations, of shareholdersstockholders' equity and of cash flowflows, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosurestherein), and shall present fairly (in a condensed manner) the consolidated financial condition of the corporations covered thereby as at the dates thereof and for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end and audit adjustments.

GAAP Financial Statements. (a) The audited ------------------------- consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Year ending December 31, 1995 1998 and the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the nine six months ended September June 30, 1996 1999 which have been delivered to the Lenders (i) are true and correct in all material respects, (ii) have been prepared in accordance with GAAP (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly the consolidated financial condition of the Borrower and its Subsidiaries at such dates, the results of their operations for the periods then ended and the investments and reserves for the periods then ended. (b) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholders' equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures), and shall present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end audit adjustments. (c) Except as set forth on Schedule 5.2(b), there has been no change --------------- in the business, assets, operations or financial condition of the Borrower or any Subsidiary which has had or could reasonably be expected to have a Material Adverse Effect since December 31, 1998.

GAAP Financial Statements. (ai) The audited ------------------------- consolidated financial statements of the Borrower as of the end of, and its Subsidiaries for for, the 2009 Fiscal Year ending December 31(the “Audited Financial Statements”), 1995 and the unaudited consolidated financial statements of the Borrower as of the end of, and its Subsidiaries for for, the nine months Fiscal Quarter ended September 30, 1996 2010, copies of which have been delivered furnished to the Lenders (i) are true Administrative Agent and correct in all material respectseach of the Lenders, (ii) have been prepared in accordance conformity with GAAP applied on a consistent basis (except as disclosed therein andto the extent necessitated by changes in GAAP during the relevant periods), in and accurately present the case of interim financial statements, for the absence of footnote disclosures and normal year-end adjustments) and (iii) present fairly the consolidated financial condition of the Borrower and each of its Subsidiaries as at such dates, dates and the results of their operations for the periods then ended and the investments and reserves for the periods then ended. (bii) Except as set forth on Schedule 5.05, no dividends or other distributions have been declared, paid or made upon any shares of capital stock of the Borrower or any of its Subsidiaries, nor have any shares of capital stock of the Borrower or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired, since December 31, 2009. (iii) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholders' stockholders’ equity and of cash flowflows, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosurestherein), and shall present fairly (in a condensed manner) the consolidated financial condition of the corporations covered thereby as at the dates thereof and for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end and audit adjustments.