Common use of Financial Statements; Material Liabilities Clause in Contracts

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of Holdings and its consolidated Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) (i) present fairly, in all material respects, the consolidated financial condition of Holdings and its consolidated Subsidiaries as of the date of such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified in such financial statements and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except as otherwise expressly noted therein (subject, in the case of unaudited consolidated balance sheets, to year-end audit adjustments). The Obligors and their respective Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Appears in 4 contracts

Sources: Note Purchase Agreement (Lineage, Inc.), Note Purchase Agreement (Lineage, Inc.), Note Purchase Agreement (Lineage, Inc.)

Financial Statements; Material Liabilities. The Company has delivered or otherwise made available to each Purchaser copies of the consolidated financial statements of Holdings the Company and its consolidated Subsidiaries listed on Schedule 5.55.5 to the __________ Supplement. All of such said financial statements (including in each case the related schedules and notes) (i) present fairlyfairly present, in all material respects, the consolidated financial condition position of Holdings the Company and its consolidated Subsidiaries as of the date of respective dates specified in such financial statements Schedule and the consolidated results of their operations and cash flows for the respective periods so specified in such financial statements and (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the period covered thereby periods involved except as otherwise expressly noted therein set forth in the notes thereto (subject, in the case of unaudited consolidated balance sheetsany interim financial statements, to normal year-end audit adjustments). The Obligors Company and their respective its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 3 contracts

Sources: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser or made publicly available via the SEC’s ▇▇▇▇▇ filing system copies of the financial statements of Holdings the Company and its consolidated Subsidiaries listed on Schedule 5.5. 5.5C. All of such financial statements (including in each case the related schedules and notes) (i) fairly present fairly, in all material respects, respects the consolidated financial condition position of Holdings the Company and its consolidated Subsidiaries as of the date of respective dates specified in such financial statements Schedule and the consolidated results of their operations and cash flows for the respective periods so specified in such financial statements and (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the period covered thereby periods involved except as otherwise expressly noted therein set forth in the notes thereto (subject, in the case of unaudited consolidated balance sheetsany interim financial statements, to normal year-end audit adjustments). The Obligors Company and their respective its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Appears in 2 contracts

Sources: Note Purchase Agreement (New Mountain Finance Corp), Note Purchase Agreement (New Mountain Finance Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser or made publicly available via the SEC’s E▇▇▇▇ filing system copies of the financial statements of Holdings the Company and its consolidated Subsidiaries listed on Schedule 5.5. 5.5C. All of such financial statements (including in each case the related schedules and notes) (i) fairly present fairly, in all material respects, respects the consolidated financial condition position of Holdings the Company and its consolidated Subsidiaries as of the date of respective dates specified in such financial statements Schedule and the consolidated results of their operations and cash flows for the respective periods so specified in such financial statements and (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the period covered thereby periods involved except as otherwise expressly noted therein set forth in the notes thereto (subject, in the case of unaudited consolidated balance sheetsany interim financial statements, to normal year-end audit adjustments). The Obligors Company and their respective its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Appears in 2 contracts

Sources: Note Purchase Agreement (New Mountain Finance Corp), Note Purchase Agreement (New Mountain Finance Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of Holdings and its consolidated Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) (i) present fairly, in all material respects, the consolidated financial condition of Holdings and its consolidated Subsidiaries as of the date of such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified in such financial statements and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except as otherwise expressly noted therein (subject, in the case of unaudited consolidated balance sheets, to year-end audit adjustments). The Obligors and their respective Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.. Lineage Logistics, LLC Note Purchase Agreement

Appears in 1 contract

Sources: Note Purchase Agreement (Lineage, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of Holdings and its consolidated Subsidiaries listed on Schedule 5.5. All of such financial statements (including in each case the related schedules and notes) (i) present fairly, in all material respects, the consolidated financial condition of Holdings and its consolidated Subsidiaries as of the date of such financial statements and the consolidated results of their operations and cash flows for the respective periods so specified in such financial statements and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except as otherwise expressly noted therein (subject, in the case of unaudited consolidated balance sheets, to year-end audit adjustments). The Obligors and their respective Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.. Lineage Logistics Note Purchase Agreement

Appears in 1 contract

Sources: Note Purchase Agreement (Lineage, Inc.)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the consolidated financial statements of Holdings the Company and its consolidated Subsidiaries listed on in Schedule 5.5, as such Schedule may be updated in accordance with Section 4.1. All of such said financial statements (including in each case the related schedules and notes) (i) fairly present fairly, in all material respects, respects the consolidated financial condition position of Holdings the Company and its consolidated Subsidiaries as of the date of respective dates specified in such financial statements Schedule and the consolidated results of their operations and cash flows for the respective periods so specified in such financial statements and (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the period covered thereby periods involved except as otherwise expressly noted therein set forth in the notes thereto (subject, in the case of unaudited consolidated balance sheetsany interim financial statements, to the absence of footnotes and normal year-end audit adjustments). The Obligors Company and their respective its Subsidiaries do not have any Material material liabilities that are were not disclosed on such financial statements or otherwise disclosed in the Disclosure Documents.

Appears in 1 contract

Sources: Note Purchase Agreement (Otter Tail Corp)

Financial Statements; Material Liabilities. The Company has delivered to each Purchaser copies of the financial statements of Holdings referred to in Schedule 5.5 for the General Partner, the Company and its consolidated Subsidiaries listed on Schedule 5.5Subsidiaries. All of such financial statements (including in each case the related schedules and notes) (i) fairly present fairly, in all material respects, respects the consolidated financial condition position of Holdings the General Partner, the Company and its consolidated Subsidiaries as of the date of respective dates specified in such financial statements Schedule and the consolidated results of their operations and cash flows for the respective periods so specified in such financial statements and (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the period covered thereby periods involved except as otherwise expressly noted therein set forth in the notes thereto (subject, in the case of unaudited consolidated balance sheetsany interim financial statements, to normal year-end audit adjustmentsadjustments and the absence of footnotes). The Obligors General Partner, the Company and their respective its Subsidiaries do not have any Material liabilities that are not disclosed in the Disclosure Documents.

Appears in 1 contract

Sources: Note Purchase Agreement (Kilroy Realty, L.P.)