Common use of Historical Financial Statements Clause in Contracts

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or financial condition of the Borrower and its Subsidiaries taken as a whole.

Appears in 3 contracts

Sources: Credit Agreement (Leonardo DRS, Inc.), Credit Agreement (Leonardo DRS, Inc.), Credit Agreement (Leonardo DRS, Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower AR Holdings nor any of its Subsidiaries has had any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower AR Holdings and any of its Subsidiaries taken as a whole.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (American Reprographics CO), Credit and Guaranty Agreement (American Reprographics CO)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any of its Material Subsidiaries has any contingent liability or liability for Taxes, long long- term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or financial condition of the Borrower and any of its Material Subsidiaries taken as a whole.

Appears in 2 contracts

Sources: Increase Joinder and First Amendment (P10, Inc.), Credit Agreement (P10, Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and any of its Subsidiaries taken as a whole.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Valeant Pharmaceuticals International), Credit and Guaranty Agreement (Global Crossing LTD)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and any of its Subsidiaries taken as a whole.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (TiVo Corp), Abl Credit and Guaranty Agreement (TiVo Corp)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP (or IFRS, as applicable) and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities Persons described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries no Group Member has any material contingent liability or liability for Taxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and its Subsidiaries Group taken as a whole.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (Grifols SA), Credit and Guaranty Agreement (Grifols Germany GmbH)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end year‑end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxes, long term long‑term lease or unusual forward or long term commitment long‑term commitment, as determined in accordance with GAAP, that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or condition (financial condition or otherwise) of the Borrower and its Subsidiaries taken as a whole.

Appears in 2 contracts

Sources: Secured Superpriority Debtor in Possession Credit Agreement (Molycorp, Inc.), Credit Agreement (Molycorp, Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower Holdings nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which that in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower Holdings and any of its Subsidiaries taken as a whole.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (ONE Group Hospitality, Inc.), Credit and Guaranty Agreement (P10, Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing ClosingRestatement Effective Date, neither the Borrower Holdings nor any of its Subsidiaries has any contingent liability or liability for Taxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower Holdings and its Subsidiaries taken as a whole.

Appears in 2 contracts

Sources: Credit and Guaranty Agreement (RadNet, Inc.), Credit and Guaranty Agreement (RadNet, Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-year end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and any of its Subsidiaries taken as a whole.

Appears in 2 contracts

Sources: Financing Agreement (TherapeuticsMD, Inc.), Financing Agreement (TherapeuticsMD, Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower Holdings nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or condition (financial condition or otherwise) of the Borrower Holdings and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Primo Water Corp)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP IFRS and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Datedate of this Agreement, neither the Borrower nor any of its Subsidiaries Cablevisión has any contingent liability or liability for Taxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and its Subsidiaries Cablevisión taken as a whole.

Appears in 1 contract

Sources: Loan Agreement (Cablevision Holding S.A.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-year end adjustments. As of the Closing Third Restatement Effective Date, neither the Borrower Company nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower Company and its Restricted Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Cit Group Inc)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Restatement Date, neither the Borrower Holdings nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements financial statements previously delivered pursuant to Section 5.1 or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or financial condition of the Borrower Holdings and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Vertex Energy Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Funding Date, neither the Borrower Sponsor nor any of its Subsidiaries has any contingent liability or liability for Taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects the Sponsor and any of the Borrower and its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Atlantic Power Corp)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Datedate hereof, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Second Lien Credit and Guaranty Agreement (X Rite Inc)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-year end adjustments. As of the Closing Date, neither the Borrower nor any of its Restricted Subsidiaries has any contingent liability or liability for Taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and any of its Restricted Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Digitalglobe Inc)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-year end adjustments. As of the Closing Funding Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition of the otherwise) or prospects Borrower and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Loan Agreement (Atlantic Power Corp)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Restatement Effective Date, neither the Borrower nor any of its Material Subsidiaries has any contingent liability or liability for Taxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or financial condition of the Borrower and any of its Material Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit Agreement (P10, Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or financial condition of the Borrower and its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Bridge Credit and Guaranty Agreement (Leonardo DRS, Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP (or IFRS, as applicable) and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities Persons described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Original Closing Date, neither the Borrower nor any of its Subsidiaries no Group Member has any material contingent liability or liability for Taxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and its Subsidiaries Group taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Grifols SA)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower Parent nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower Parent and its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Newtek Business Services Corp.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower any Loan Party nor any of its Subsidiaries has any contingent liability or liability for Taxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower any Loan Party and its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Term Loan and Guaranty Agreement (Neogenomics Inc)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing DateExcept as set forth on Schedule 4.7, neither the Borrower Company nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower Company and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Xo Communications Inc)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-year end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Xerium Technologies Inc)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date and Restatement Date, neither the Borrower Company nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower Company and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Speed Commerce, Inc.)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto but should have been reflected in such statements or the notes thereto in accordance with GAAP and which in any such case is material in relation to the business, operations, properties, assets or financial condition of the Borrower and its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Covia Holdings Corp)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from normal year end audit and normal year-end adjustments. As of the Closing Datedate hereof, neither the Borrower nor any of its Subsidiaries has had any contingent liability or liability for Taxestaxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (American Reprographics CO)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit Agreement (National Semiconductor Corp)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither the Borrower Parent nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower Parent and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Ambassadors International Inc)

Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-year end adjustments. As of the Closing Date, neither the Lead Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxestaxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or disclosed in the notes thereto and which in any such case is material in relation to the business, operations, properties, assets assets, condition (financial or financial condition otherwise) or prospects of the Borrower and any of its Subsidiaries taken as a whole.

Appears in 1 contract

Sources: Revolving Credit and Guaranty Agreement (Xerium Technologies Inc)