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 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 the notes thereto and which, in any such case, is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower, its Restricted Subsidiaries and the Banking Subsidiaries, taken as a whole.

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 Borrower Holdings nor any of its Subsidiaries has any contingent liability or liability for taxesliability, long long-term lease or unusual forward or long long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which, which in any such case, case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower, Holdings and any of its Restricted Subsidiaries and the Banking Subsidiaries, taken as a whole.

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 Effective Date, neither 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 the notes thereto and which, which in any such case, case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower, Holdings and any of its Restricted Subsidiaries and the Banking Subsidiaries, taken as a whole.

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 Borrower nor any of its Subsidiaries has any contingent liability or liability for taxesTaxes, 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 the notes thereto and which, which in any such case, case is material in relation to the business, operations, properties, assets, assets or condition (financial or otherwise) or prospects of Borrower, Borrower and its Restricted Subsidiaries and the Banking Subsidiaries, taken as a whole.

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 Amendment No. 3 Effective Date, neither 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 the notes thereto and which, in any such case, is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower, its Restricted Subsidiaries and the Banking Subsidiaries, taken as a whole.

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 -70- 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 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 the notes thereto and which, which in any such case, case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower, its Restricted Subsidiaries and the Banking Subsidiaries, Subsidiaries taken as a whole.

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 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 the notes thereto and which, which in any such case, case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower, Borrower and any of its Restricted Subsidiaries and the Banking Subsidiaries, taken as a whole.

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 Borrower nor any of its Restricted 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 the notes thereto and which, which in any such case, case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower, Borrower and any of its Restricted Subsidiaries and the Banking Subsidiaries, taken as a whole.

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 taxes, long term lease or unusual forward or long term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which, which in any such case, case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower, the Borrower and any of its Restricted Subsidiaries and the Banking Subsidiaries, taken as a whole.