Common use of Financial Condition; Financial Statements Clause in Contracts

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 and (ii) the Projections. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 2010 and with respect to the fiscal quarter ended March 31, 2011 and (ii) the Projections. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2012 and with respect to the fiscal quarter ended March 31, 2013 and (ii) the Projections. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 and (ii) the Projections2016. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 2012 and (ii) with respect to the Projectionsfiscal quarter ended September 30, 2013. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 2011 and with respect to the fiscal quarter ended March 31, 2012 and (ii) the Projections. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. (a) The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31Historical Financial Statements, 2013 and (ii) the Projections. The financial statements referred to in the immediately preceding sentence each case, present fairly in all material respects the consolidated combined financial position of the Borrower and its Subsidiaries consolidated subsidiaries at the respective dates of said information, statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements The Historical Financial Statements have been prepared in accordance with GAAP consistently applied, applied except to the extent provided in the notes to said such Historical Financial Statements and, in the case of interim period financial statements, for normal year-end adjustments. All balance sheets, all statements of income and of cash flow and all other financial information of each As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any material guarantee obligations or contingent liabilities or unusual forward or long-term commitments, in each case, that are not reflected in the most recent financial statements referred to in this paragraph, except as would not reasonably be expected to result in a Material Adverse Effect. (b) The Borrower has furnished to the Joint Lead Arrangers the Pro Forma Financial Statements, which have been prepared giving effect to the Transactions as if such transactions had occurred on such date or at the beginning of such period, as the case may. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently appliedas of March 31, 2021, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the their estimated results of their operations for the periods covered thereby, subjectassuming that the Transactions had actually occurred at such date or at the beginning of such period (excluding the impact of purchase accounting effects required by GAAP). (c) There has been no Material Adverse Effect since December 31, in 2020. Each Lender and the case of quarterly financial statements Administrative Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement restate Historical Financial Statements as the result of the results for implementation of changes in GAAP or the interim periodinterpretation thereof, and that such restatements will not result in a Default or an Event of Default under the Credit Documents.

Financial Condition; Financial Statements. The Such Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the such Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 and (ii) the Projections2022. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the such Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the such Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 2014 and (ii) with respect to the Projectionsfiscal quarter ended September 30, 2015. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 2011 and (ii) with respect to the Projectionsfiscal quarter ended June 30, 2012. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2012 and with respect to the fiscal quarter ended September 30, 2013 and (ii) the Projections. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 2018 and (ii) unaudited interim consolidated financial statements of the ProjectionsBorrower for the fiscal quarter ending September 30, 2019. The financial statements referred to in the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.

Financial Condition; Financial Statements. The Borrower has heretofore furnished to the Lenders (i) the financial statements with respect to the Borrower and its Subsidiaries for the fiscal year ended December 31, 2013 2011 and (ii) with respect to the Projectionsfiscal quarter ended September 30, 2012. The financial statements referred to in clause (i) of the immediately preceding sentence present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries at the respective dates of said statements and the results of operations for the respective periods covered thereby, subject, in the case of quarterly financial statements, to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period. All such financial statements have been prepared in accordance with GAAP consistently applied, except to the extent provided in the notes to said financial statements. All balance sheets, all statements of income and of cash flow and all other financial information of each of the Borrower and its Subsidiaries furnished pursuant to Section 8.1 have been and will for periods following the Closing Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods covered thereby, subject, in the case of quarterly financial statements to changes resulting from audit and normal year-end adjustments and other adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the results for the interim period.