Common use of Financial Statements; No Material Adverse Effect; No Internal Control Event Clause in Contracts

Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt which are required by GAAP to be shown thereon. (b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Since the date of the Audited Financial Statements, no Internal Control Event has occurred the result of which could reasonably be expected to have a Material Adverse Effect. (d) There are no Off-Balance Sheet Liabilities.

Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Debt which are required by GAAP to be shown thereonIndebtedness. (b) Since From the date of the Audited Financial StatementsStatements through the Closing Date, (i) no Consolidated Party has incurred any material Off-Balance Sheet Liabilities and (ii) there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (c) Since To the best knowledge of the Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements, no Internal Control Event has occurred Statements through the result of which could reasonably be expected to have a Material Adverse EffectClosing Date. (d) There are no Off-Balance Sheet Liabilities.

Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt which are required by GAAP to be shown thereonIndebtedness. (b) This subsection intentionally left blank. (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. (cd) Since the date of the Audited Financial Statements, no Internal Control Event has occurred the result of which could reasonably be expected to have a Material Adverse Effectoccurred. (de) There are no Off-Balance Sheet LiabilitiesThis subsection intentionally left blank. (f) This subsection intentionally left blank.

Financial Statements; No Material Adverse Effect; No Internal Control Event. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt which are required by GAAP to be shown thereonIndebtedness. (b) [Intentionally Omitted] (c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect. (cd) Since the date of the Audited Financial Statements, no Internal Control Event has occurred the result of which could that has had or would reasonably be expected to have a Material Adverse Effect. (d) There are no Off-Balance Sheet Liabilities.