Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc Clause Samples
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheet of the Parent and its Subsidiaries for the Parent’s fiscal year ended on December 31, 2001, and the consolidated balance sheet of the Parent and its Subsidiaries for the Parent’s fiscal quarter ended on September 30, 2002 and (in each case) the related consolidated statements of income, cash flows and shareholders’ equity of the Parent and its Subsidiaries for such fiscal year or fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Administrative Agent and the Lenders prior to the Effective Date, present fairly in all material respects the consolidated financial position of the Parent and its Subsidiaries at the dates of such balance sheets and the consolidated results of the operations of the Parent and its Subsidiaries for the periods covered thereby. All of the foregoing historical financial statements have been prepared in accordance with GAAP consistently applied (except, in the case of the aforementioned quarterly financial statements, for normal year-end audit adjustments and the absence of footnotes).
(b) On and as of the Effective Date, and after giving effect to the Transaction and to all Indebtedness (including the Revolving Loans) being incurred or assumed and Liens created by the Credit Parties in connection therewith, (i) the sum of the assets, at a fair valuation, of each of the Parent and each Borrower, on an individual basis, and of the Parent and its Subsidiaries, taken as a whole, will exceed their respective debts, (ii) each of the Parent and each Borrower, on an individual basis, and the Parent and its Subsidiaries, taken as a whole, have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such debts mature, and (iii) each of the Parent and each Borrower, on an individual basis, and the Parent and its Subsidiaries, taken as a whole, will have sufficient capital with which to conduct their respective businesses. For purposes of this Section 7.05(b), "debt" means any liability on a claim, and "claim" means (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgm...
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.
(b) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness incurred, and to be incurred (including, without limitation, the Loans and the additional ABL Loans, if any) and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each of (i) the Company and its Subsidiaries (on a consolidated basis) and (ii) the Acquired Business and its Subsidiaries (on a consolidated basis), (x) the sum of the assets, at Fair Value, of each of the Company and its Subsidiaries (on a consolidated basis) or
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated balance sheets of the U.S. Borrower and its Subsidiaries for the fiscal year ended December 31, 2006 and the fiscal quarter ended March 23, 2007, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Effective Date, present fairly in all material respects the consolidated financial position of the U.S. Borrower and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby. All of the foregoing financial statements have been prepared in accordance with GAAP consistently applied. Except as, and to the extent, disclosed in the U.S. Borrower’s Form 10-K for the fiscal year ended December 31, 2006, since December 31, 2006, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Credit Documents taken as a whole, (ii) the ability of the U.S. Borrower to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Credit Documents.
(b) On and as of the Effective Date and on the date on which each Revolving Loan is made or each Letter of Credit is issued, on a Pro Forma Basis after giving effect to all Indebtedness (including the Revolving Loans and the Letters of Credit) being incurred or assumed and Liens created by each Credit Party in connection therewith, (x) the sum of the assets, at a fair valuation, of the U.S. Borrower and its Subsidiaries (taken as a whole) and the U.S. Borrower (on a stand-alone basis) will exceed their respective debts, (y) the U.S. Borrower and its Subsidiaries (taken as a whole) and the U.S. Borrower (on a stand-alone basis) have not incurred and do not intend to incur, and do not believe that they will incur, debts beyond their ability to pay such debts as such debts mature and (z) the U.S. Borrower and its Subsidiaries (taken as a whole) and the U.S. Borrower (on a stand-alone basis) have sufficient capital with which to conduct its business. For purposes of this Section 8.05(b) “debt” means any liability on a claim, and “claim” means (i) the right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undis...
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The statements of financial condition of each of The Lace▇ ▇▇▇up and Lacek Systems and its Subsidiaries at December 31, 1995 and December 31, 1996, and the related statements of income and cash flow and shareholders' equity of each of The Lace▇ ▇▇▇up and Lacek Systems and its Subsidiaries for the Fiscal Years ended on such dates, and furnished to the Banks prior to the Effective Date, present fairly the financial condition of each of The Lace▇ ▇▇▇up and Lacek Systems and its Subsidiaries at the date of such statements of financial condition and the results of the operations of each of The Lace▇ ▇▇▇up and Lacek Systems and its Subsidiaries for such Fiscal Years. All such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied except to the extent provided in the notes to said financial statements. After giving effect to the Transaction, since December 31, 1996, there has been no material adverse change in the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrowers taken as a whole or of Holdings and its Subsidiaries taken as a whole.
(i) On and as of each of the Initial Borrowing Date and the second Term Loan Borrowing Date, after giving effect to the Transaction and to all Indebtedness (including the Term Loans) being incurred or assumed and Liens created
(c) each Borrower, individually, and Holdings and its Subsidiaries taken as a whole, will have sufficient capital with which to conduct its businesses. For purposes of this Section 5.05(b), "debt" means any liability on a claim, and "claim" means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. A. Financial Statements The balance sheet of the Borrower at December 31, 2005 and 2006 and the statements of income, cash flows and shareholders’ equity of Borrower for the Fiscal Years ended December 31, 2004, 2005 and 2006 or other period ended on such dates, as the case may be, fairly present in all material respects the financial condition and results of operation and cash flows of Borrower and its consolidated subsidiaries as of such dates and for such periods. Copies of such statements have been furnished to the Lenders prior to the Effective Date and have been examined by Deloitte & Touche LLP, independent certified public accountants, who delivered an unqualified opinion in respect thereto.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) To the extent delivered, if any, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended on March 31, 2013, and the related consolidated statements of income, cash flows and shareholders’ equity of the Borrower and its Subsidiaries for such fiscal quarter of the Borrower, copies of which have been furnished to the Lenders prior to the Effective Date, in each case, present fairly in all material respects the financial condition of the Borrower and its Subsidiaries, at the date of such balance sheets and the results of the operations of the Borrower and its Subsidiaries for the periods covered thereby. All of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied (except, in the case of the aforementioned unaudited financial statements, for normal year-end audit adjustments and the absence of footnotes).
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) The consolidated financial statements of Furniture Brands and its Subsidiaries for the Fiscal Year and nine-month period ended December 31, 2002 and September 30, 2003, respectively, and furnished to the Lenders prior to the Effective Date, in each case present fairly the financial condition of Furniture Brands and its Subsidiaries and the results of the operations of Furniture Brands and its Subsidiaries at the dates and for the periods covered thereby, as the case may be. All of the foregoing financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied.
(b) Since December 31, 2002 nothing has occurred that has had, or could reasonably be expected to have, Material Adverse Effect.
(c) Except as fully disclosed in the financial statements referred to in Section 7.05(a), there were as of the Effective Date no liabilities or obligations with respect to Furniture Brands or any of its Subsidiaries of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, could reasonably be expected to have a Material Adverse Effect.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. The consolidated balance sheets of the Company and its Subsidiaries for the fiscal year ended December 31, 2018 and the fiscal quarter ended March 31, 2019, and the related consolidated statements of income, cash flows and shareholders’ equity of such Persons for the fiscal year and fiscal quarter ended on such dates, as the case may be, copies of which have been furnished to the Lenders on or prior to the Closing Date, (i) present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries at the date of such balance sheets and the consolidated results of the operations of such Persons for the periods covered thereby and (ii) have been prepared in accordance with GAAP consistently applied (subject, in the case of the financial statements not relating to a full fiscal year, to normal year-end audit adjustments and the absence of footnotes). Except as, and to the extent, disclosed in the Company’s Form 10-K for the fiscal year ended December 31, 2018, since December 31, 2018, nothing has occurred that has had, or could reasonably be expected to have, a material adverse change in any of (i) the legality, validity or enforceability of the Loan Documents taken as a whole, (ii) the ability of the Company and the Designated Borrowers, taken as a whole, to repay the Obligations, or (iii) the rights and remedies of the Lenders or the Agents under the Loan Documents.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. (a) (i) The consolidated balance sheet of U.S. Online Communications, Inc. (or its successors) and Firstlink at December 31, 1997, December 1998, and for the nine month period ended September 30, 1999 and the related statements of earnings and stockholders' equity and cash flows of such Person, as applicable for the fiscal periods ended as of said dates, which, in the case of the annual statements, have been examined by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP an independent certified public accountant, who delivered unqualified opinions in respect thereto, (ii) the consolidated balance sheet of U.S. Online Communications, Inc. (or its successor) and Firstlink at March 31, 1999, June 30, 1999 and September 30, 1999 and the related statements of operations, changes in partners' equity and cash flows of U.S. Online Communications, Inc. (or its successor) and Firstlink for each of the three-month periods ended as of March 31, 1999, June 30, 1999 and September 30, 1999 and (iii) the pro forma (after giving effect to the Transaction and the related financing thereof) consolidated balance sheet of Holdings as at the Effective Date, copies of which financial statements have heretofore been furnished to each Bank, present a good faith estimate of the pro forma financial condition of Holdings and its Subsidiaries (after giving effect to the Transaction) on a consolidated basis at the date thereof). Such financial statements have been prepared in accordance with generally accepted accounting principles and practices consistently applied except to the extent provided in the notes to said financial statements. Since December 31, 1998, there has been no material adverse change in the performance, business, assets, nature of assets, liabilities, operations, properties, condition (financial or otherwise) or prospects of the Holdings and its Subsidiaries taken as a whole.
(b) On and as of the Initial Borrowing Date, on a pro forma basis after giving effect to the Transaction and all other transactions contemplated by the Documents and to all Indebtedness (including, without limitation, the Loans) being incurred in connection with the Transaction, and Liens created, and to be created, by each Credit Party in connection therewith: (a) the sum of the assets (including all contribution and subrogation rights and other intangible assets), at a fair valuation, of each Credit Party will exceed its debts; (b) no Credit Party has incurred or intends to, or believes that it will, incur debts beyond its...
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc. The balance sheet of Borrower at December 31, 2003, and the related statements of operations, cash flows and shareholders' equity of Borrower for the Fiscal Year or other period ended on such dates, as the case may be, copies of which have been furnished to the Lenders prior to the date hereof, were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present the consolidated financial condition and results of operations of the Borrower and its Subsidiaries at such dates and for the periods then ended. Since December 31, 2003, there has been no Material Adverse Effect.