Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) Except as disclosed in any filings made with the SEC, 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.
Appears in 4 contracts
Sources: Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp), Credit Agreement (Career Education Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company and its Subsidiaries Borrower Parent as of the date thereof and their its 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 Company and its Subsidiaries Borrower Parent as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of Borrower Parent dated as of the Company and its Subsidiaries most recent fiscal quarter of Borrower Parent, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Borrower Parent as of the date thereof and their its results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the most recently delivered 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.
Appears in 4 contracts
Sources: Credit Agreement (Blackstone Secured Lending Fund), Credit Agreement (Blackstone Secured Lending Fund), Credit Agreement (Blackstone Secured Lending Fund)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their consolidated 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries as at June 26, 2016, and the related unaudited consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had had, or could reasonably be expected to have have, a Material Adverse Effect.
Appears in 3 contracts
Sources: Credit Agreement (Qualcomm Inc/De), Credit Agreement (Qualcomm Inc/De), Credit Agreement (Qualcomm Inc/De)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries Consolidated Parties dated September 30, 2020, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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, other than the COVID-19 Pandemic and political and/or social unrest in the United States.
Appears in 3 contracts
Sources: Credit Agreement (Ashford Hospitality Trust Inc), Credit Agreement (Ashford Hospitality Trust Inc), Credit Agreement (Ashford Hospitality Trust Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated August 1, 2025 and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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 is reasonably be expected likely to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Lowes Companies Inc), 364 Day Revolving Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebyStatements, except as otherwise expressly noted therein; (ii) reported on by and accompanied by an unqualified report from an independent certified public accounting firm of national reputation, present fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of December 31, 2016 and December 31, 2017, as applicable, and the date thereof and their consolidated results of its operations and its consolidated cash flows for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebyrespective fiscal years then ended, except as otherwise expressly noted therein; and .
(iiib) show all material indebtedness and other liabilities, direct or contingent, The unaudited consolidated condensed balance sheet of the Company and its Subsidiaries as of the date thereofSeptember 30, including liabilities for taxes2018, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related unaudited consolidated condensed statements of income, shareholders’ equity operations and cash flows for the fiscal quarter period ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered therebysuch date, except as otherwise expressly noted therein, and (ii) present fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of at such date, and the date thereof and their consolidated results of its operations and its consolidated cash flows for the quarterly period covered thereby, subject, in the case of clauses then ended (i) and (ii), subject to the absence of footnotes and to footnotes, normal year-end audit adjustmentsadjustments and other presentation items), except as otherwise expressly noted therein.
(c) Except All such financial statements described in subsections (a) and (b) of this Section 4.6, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed in any filings made with therein).
(d) During the SECperiod from December 31, since 2017 to and including the date of the Audited Financial StatementsClosing Date, there has been no event Disposition by the Company or circumstanceany of its Significant Subsidiaries of any material part of its business or Property, except as reflected in the consolidated or consolidated condensed (as applicable) financial statements described in subsections (a) and (b) of this Section 4.6.
(e) Except as set forth on Section 4.6 of the Company Disclosure Schedule and except for the Chapter 11 Cases, there has been no Event, either individually or in the aggregate, between December 31, 2017 and the date of this Agreement, that has had or could would reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Sources: Backstop Commitment Agreement (Parker Drilling Co /De/), Restructuring Support Agreement (Parker Drilling Co /De/), Backstop Commitment Agreement
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries dated June 30, 2012, and the related consolidated statements of income, shareholdersmembers’ equity equity, and cash flows for the fiscal quarter six (6) month period then ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and material Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries Subsidiaries, as and when delivered pursuant to Section 6.01(b), and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company Guarantor 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 Company Guarantor and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements and consolidating balance sheets of the Company Guarantor and its Subsidiaries dated June 30, 2025, and the related consolidated and consolidating statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (RGC Resources Inc), Loan Agreement (RGC Resources Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 material liabilities, direct or contingent, of the Company Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtednessindebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated March 31, 2007, and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Loan Agreement (Biogen Idec Inc.), Credit Agreement (Biogen Idec Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company Parent 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Parent and its Subsidiaries dated September 30, 2006 and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter nine months ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in As of any filings made with date of determination following the SECClosing Date, 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.
Appears in 2 contracts
Sources: Bridge Loan Agreement (Ipsco Inc), Credit Agreement (Ipsco Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated September 30, 2005, and the related consolidated statements of incomeincome or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (MV Oil Trust), Credit Agreement (MV Partners LLC)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness, in each case as required by GAAP.
(b) The most recently delivered unaudited consolidated financial statements balance sheets of the Company Borrower and its Subsidiaries dated September 30, 2016, and the related consolidated statements of income, shareholders’ equity income and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SECSince December 31, since the date of the Audited Financial Statements2016, 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.
Appears in 2 contracts
Sources: Credit Agreement (TopBuild Corp), Credit Agreement (TopBuild Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Each of 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Borrower and its Subsidiaries dated July 3, 2005, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Precision Castparts Corp), Credit Agreement (Precision Castparts Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and IndebtednessFunded Debt.
(b) The most recently delivered unaudited consolidated financial statements of the Company Borrower and its Subsidiaries dated September 24, 2006 and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and and; (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, subject in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial Statements, to the actual knowledge of Borrower, 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.
Appears in 2 contracts
Sources: Credit Agreement (Fresh Market, Inc.), Credit Agreement (Fresh Market, Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries Consolidated Parties dated September 30, 2017, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Ashford Inc.), Credit Agreement (Ashford Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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; .
(b) The unaudited consolidated and (iii) show all material indebtedness and other liabilities, direct or contingent, consolidating balance sheets of the Company and its Subsidiaries as of the date thereofdated June 30, including liabilities for taxes2013, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated and consolidating statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated May 4, 2018 and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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 is reasonably be expected likely to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Lowes Companies Inc), 364 Day Credit Agreement (Lowes Companies Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their Borrower’s Predecessor’s and its Subsidiaries’ results of operations operations, equity (deficit) and cash flows 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries as of and for the three fiscal quarter period ended September 30, 2015 and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the two fiscal quarter period ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Andeavor Logistics Lp), Credit Agreement (Andeavor Logistics Lp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal quarter ended on that date Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-year end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (RealD Inc.), Credit Agreement (RealD Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited 2022 Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof last day of the period covered thereby 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal quarter ended on that date Pro Forma Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries (on a pro forma basis after giving effect to the Closing Date Transactions) as of the date thereof last day of the period covered thereby and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.;
(c) Except The financial statements delivered pursuant to Section 7.01(a), (b), (d) and (e) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.01(a), (b), (d) and (e)) and present fairly in all material respects (on the basis disclosed in any filings made with the SECfootnotes to such financial statements) the consolidated and consolidating financial condition, since results of operations and cash flows of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby.
(d) Since the date of the Audited 2022 Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Sisecam Chemicals USA Inc.), Credit Agreement (Ciner Enterprises Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries dated July 30, 2022, and the related consolidated statements of incomeincome or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could would reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Third Amendment to Second Amended and Restated Credit Agreement (Methode Electronics Inc), Second Amendment to Second Amended and Restated Credit Agreement (Methode Electronics Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently Borrower has delivered Audited Financial Statements to the Administrative Agent for delivery to the Lenders true and complete copies of (i) were the audited consolidated balance sheets of the Borrower for the fiscal years ended December 31, 2001, 2002 and 2003 and the related audited consolidated statements of income for the fiscal years then ended and (B) the unaudited consolidated balance sheets of the Borrower as of March 31, June 30 and September 30, 2004, and the related unaudited consolidated statements of income for the three, six and nine month periods then ended, together with all accompanying notes and schedules thereto, if any (collectively, the “Financial Statements”). The balance sheets and statements of income included in the Financial Statements have been prepared in accordance with GAAP consistently applied throughout during the period covered thereby, except as otherwise expressly noted therein; (ii) periods involved and fairly present in accordance with GAAP, in all material respects respects, the consolidated financial condition position and the results of operations of the Company and its Subsidiaries Borrower as of the date thereof dates 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 periods presented therein (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) interim period financial statements, to normal year-end adjustments, none of which, on the date hereof, are expected to be material, and (ii)subject, in the case of unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustmentsfootnotes).
(cb) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial Statementsmost recent audited financial statements described in Subsection 5.05(a), there has been no condition, event or circumstanceoccurrence that has had or would reasonably be expected to have, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Pmi Group Inc), Revolving Credit Agreement (Pmi Group Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated January 31, 2020 and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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 is reasonably be expected likely to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Lowes Companies Inc), Credit Agreement (Lowes Companies Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company KKR Financial and its consolidated 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company KKR Financial and its consolidated Subsidiaries dated September 30, 2009, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company KKR Financial and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (KKR Financial Holdings LLC), Credit Agreement (KKR Financial Holdings LLC)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated March 31, 2009, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-year end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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; provided that if the Borrower shall establish a commercial paper program that is supported by Committed Loans, then so long as such program is in effect, this representation shall not be operative.
Appears in 2 contracts
Sources: Credit Agreement (International Game Technology), Credit Agreement (International Game Technology)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheets of the Company Trust and its Subsidiaries dated September 30, 2012, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit and Term Loan Agreement (DCT Industrial Trust Inc.), Term Loan Agreement (Industrial Income Trust Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company FTS 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 Company FTS and its Subsidiaries as of the date thereof, including liabilities for taxesTaxes, material commitments and Indebtedness.
(b) The most recently delivered recent unaudited consolidated financial statements balance sheet of the Company FTS and its Subsidiaries delivered prior to the Closing Date, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, the financial condition of the Company FTS and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (CardConnect Corp.), Credit Agreement (CardConnect Corp.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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; .
(b) The unaudited consolidated and (iii) show all material indebtedness and other liabilities, direct or contingent, consolidating balance sheets of the Company and its Subsidiaries as of the date thereofdated June 30, including liabilities for taxes2018, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated and consolidating statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheets of the Company Borrower and its Subsidiaries dated September 30, 2010, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SECSince June 30, since the date of the Audited Financial Statements2010, 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.
Appears in 2 contracts
Sources: Credit Agreement (Greenway Medical Technologies Inc), Credit Agreement (Greenway Medical Technologies Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated December 31, 2011, and the related consolidated statements of income, shareholders’ equity income and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SECSince September 30, since the date of the Audited Financial Statements2011, 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.
Appears in 2 contracts
Sources: Credit Agreement (Cabot Microelectronics Corp), Credit Agreement (Cabot Microelectronics Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 liabilitiesliabilities required to be shown under GAAP, direct or contingent, of the Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated May 31, 2021, and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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 is reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Greenbrier Companies Inc), Credit Agreement (Greenbrier Companies Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries (on a consolidated basis) 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 .
(iiib) show all material indebtedness and other liabilities, direct or contingent, The unaudited consolidated balance sheet of the Company and its Subsidiaries dated as of the date thereofJuly 1, including liabilities for taxes2011, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated statements of incomeoperations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries (on a consolidated basis) as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal ordinary course year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
(d) The projections that have been delivered to the Administrative Agent pursuant to Section 4.01 or any projections hereafter delivered to the Administrative Agent or the Lenders (including pursuant to Section 6.01(c)) have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Company to be reasonable at the time they were made.
Appears in 2 contracts
Sources: Credit Agreement (Urs Corp /New/), Credit Agreement (Urs Corp /New/)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their consolidated 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries as at June 28, 2020, and the related unaudited consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-year end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had had, or could reasonably be expected to have have, a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Qualcomm Inc/De), Credit Agreement (Qualcomm Inc/De)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements 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 Borrower and its Subsidiaries in all material respects the financial condition of the Company 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 in accordance with GAAP all material indebtedness and other liabilities, direct or contingent, of the Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated March 31, 2016, and the related consolidated statements of incomeoperations, shareholders’ equity retained earnings and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (NVR Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company and its Subsidiaries Companies 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 Company and its Subsidiaries Companies as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements and consolidating balance sheet of the Company and its Subsidiaries Companies dated June 30, 2010, and the related consolidated and consolidating statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Sunstone Hotel Investors, Inc.), Credit Agreement (Sunstone Hotel Investors, Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Borrower and its Subsidiaries dated March 31, 2003, and the related consolidated statements of incomeincome or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, subject in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Micros Systems Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries dated July 28, 2018, and the related consolidated statements of incomeincome or operations, shareholdersShareholders’ equity Equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end yearend audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, circumstance that has had or could would reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Methode Electronics Inc), Credit Agreement (Methode Electronics Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 .
(iiib) show all material indebtedness and other liabilities, direct or contingent, The unaudited consolidated balance sheets of the Company and its Subsidiaries as of the date thereofdated March 31, including liabilities for taxes2021, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company and its consolidated 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; therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries dated September 30, 2016, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of the date thereof and their consolidated results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Cboe Global Markets, Inc.), Credit Agreement (CBOE Holdings, Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 .
(iiib) show all material indebtedness and other liabilities, direct or contingent, The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the date thereofdated December 28, including liabilities for taxes2018, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated statements statement of income, shareholders’ equity and cash flows earnings for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), subject to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Jacobs Engineering Group Inc /De/), Credit Agreement (Jacobs Engineering Group Inc /De/)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries Consolidated Parties as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries Consolidated Parties dated June 30, 2019, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Parties as of the date thereof and their results of operations operations, cash flows and changes in shareholders’ equity for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 2 contracts
Sources: Credit Agreement (Braemar Hotels & Resorts Inc.), Credit Agreement (Braemar Hotels & Resorts Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company Holdco and its consolidated 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Holdco and its consolidated Subsidiaries dated June 30, 2017, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Holdco and its consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof in accordance with GAAP.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated June 30, 2023, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses subsections (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with For the SEC, since period from the date of the Audited Financial StatementsStatements through the Closing Date, 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.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Telephone & Data Systems Inc /De/)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries dated March 31, 2015, and the related consolidated statements of income, shareholdersmembers’ equity equity, and cash flows for the fiscal quarter three (3) month period then ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SECSince December 31, since the date of the Audited Financial Statements2014, 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company Parent 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 Company Parent and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Parent and its Subsidiaries delivered pursuant to Section 4.01(f)(iii), and the related consolidated statements of income, shareholders’ equity income or operations and cash flows balance sheets for the fiscal quarter Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
(d) As of the Closing Date (after giving effect to the transactions contemplated by this Agreement) and after giving effect to each Credit Extension made hereunder, each Loan Party will be Solvent.
Appears in 1 contract
Sources: Credit Agreement (Medcath Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated March 31, 2009, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries dated June 28, 2020, and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries outstanding as of the date of this Agreement and not included in such financial statements.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 show, in each case to the extent required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries as at May 31, 2005, and the related consolidated statements of income, shareholders’ equity earnings and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
, and (ciii) Except show, in each case to the extent required by GAAP, all material indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries as disclosed in any filings made with the SEC, since of the date of the Audited Financial Statementssuch financial statements, there has been no event or circumstanceincluding liabilities for taxes, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effectmaterial commitments and Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (Carmax Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present present, in all material respects respects, the financial condition of the Company and its Subsidiaries Trust as of the date thereof and their its 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheets of the Company and its Subsidiaries Trust dated June 30, 2011, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Trust as of the date thereof and their its results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial StatementsStatements or the date of the most recent financial statements furnished pursuant to Section 6.01(a) and (b) hereof (as the case may be), 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.
Appears in 1 contract
Sources: Credit Agreement (Dividend Capital Total Realty Trust Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated Consolidated financial statements of the Company and its Subsidiaries and the related consolidated Consolidated statements of income, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company applicable 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; therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company such Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company applicable Borrower and its Subsidiaries dated September 30, 2008, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company such Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated as of June 30, 2012, and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements of the Borrower (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries Subsidiaries, as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated March 31, 2015, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (ix) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiy) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (ix) and (iiy), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SECSince September 30, since the date of the Audited Financial Statements2014, 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.
Appears in 1 contract
Sources: Credit Agreement (Ashland Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout Statements, and the period covered therebyunaudited consolidated balance sheets of Ultimate Parent and its Subsidiaries, except and the related unaudited consolidated statements of operations and comprehensive income of Ultimate Parent and its Subsidiaries, as otherwise expressly noted therein; (ii) fairly present in all material respects of and for the financial condition fiscal quarters and portions of the Company fiscal year ended March 31, 2014, June 30, 2014 and September 30, 2014, and the related unaudited consolidated statements of cash flows of Ultimate Parent and its Subsidiaries as for such portions of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered therebysuch fiscal year, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were have been prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present present, in all material respects respects, the consolidated financial condition of the Company Ultimate Parent and its Subsidiaries as of at such dates and the date thereof and their consolidated results of their operations and cash flows for the period covered thereby, subject, such periods (subject in the case of clauses (i) and (ii)such unaudited financial statements, to the absence of footnotes and to normal year-end audit adjustments).
(cb) Except as As of the Effective Date, since December 31, 2013, except for events and circumstances disclosed in any filings made with SEC Documents, in each case filed or furnished and publicly available after January 1, 2014 and before the SEC, since Effective Date (but excluding any disclosure in the date “Risk Factors” or “Forward-Looking Statements” sections of the Audited Financial Statements, any SEC Document and similar statements included in any SEC Document that are solely forward looking in nature) there has been no event or circumstancecircumstance that, either individually or in the aggregate, that has had or could would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (Warner Chilcott LTD)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Company Borrower and its consolidated 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated March 31, 2022, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that such date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present in all material respects the financial condition of the Company Borrower and its consolidated 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, subjectexcept as otherwise expressly noted therein, subject in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made As of the Closing Date, except with respect to the SEC, Disclosed Matters 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements and consolidating balance sheets of the Company and its Subsidiaries dated March 31, 2009, and the related consolidated and consolidating statements of income, income or operations and consolidated statements of shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Furmanite Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (and after the delivery of the audited financial statements furnished pursuant to Section 6.01(a), the most recent audited statements so furnished) (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the consolidated financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Acquired Business and its Subsidiaries dated September 30, 2013, and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries dated March 31, 2014, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with Since the SEC, since the date dates 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.
Appears in 1 contract
Sources: Credit Agreement (Outerwall Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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; therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Borrower and its Subsidiaries dated January 31, 2020, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial StatementsStatements through the Effective Date, 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.
Appears in 1 contract
Sources: 364 Day Revolving Credit Agreement (Donaldson Co Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company Parent Borrower and its the 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Parent Borrower and its Subsidiaries as of December 27, 2020 (with respect to the making of this representation and warranty as of the Closing Date) or the end of the most recent fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(b) (with respect to the making of this representation and warranty after the Closing Date) and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, thereby and (ii) fairly present in all material respects the financial condition of the Company Parent Borrower and its Subsidiaries as of the date thereof and their results of the operations for the period covered thereby, subject, in the case of the clauses (i) and (ii), ) to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SECSince March 31, since the date of the Audited Financial Statements2020, 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.
Appears in 1 contract
Sources: Asset Based Revolving Credit Agreement (Vista Outdoor Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated October 30, 2010 and the related consolidated statements of incomeincome or operations, shareholdersstockholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Ross Stores Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries dated June 28, 2021, and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Starbucks Corp)
Financial Statements; No Material Adverse Effect. (ai) The most recently delivered Audited Financial Statements (ix) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (iiy) fairly present in all material respects the financial condition of the Company Lessee 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 (iiiz) show all material indebtedness and other liabilities, direct or contingent, of the Company Lessee and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(bii) The most recently delivered unaudited consolidated financial statements of the Company Lessee and its Subsidiaries dated April 30, 2008, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (ix) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iiy) fairly present in all material respects the financial condition of the Company Lessee and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (ix) and (iiy), to the absence of footnotes and to normal year-end audit adjustments.
(ciii) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company MICROS 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 Company MICROS and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company MICROS and its Subsidiaries dated March 31, 2005, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Company MICROS and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, subject in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated June 30, 2011, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries on a consolidated basis 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated March 31, 2022, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries on a consolidated basis as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since the date As of the Audited Financial StatementsClosing Date, for the period from December 31, 2021 through the Closing Date, there has been exists no event or circumstancecircumstance with respect to the Borrower and its Subsidiaries taken as a whole, either individually or in the aggregate, that has had then resulted or could would reasonably be expected to have result in a Material Adverse Effect.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company and its Subsidiaries Consolidated Group 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 Company and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements and consolidating balance sheet of the Company and its Subsidiaries Consolidated Group dated June 30, 2019 and the related consolidated and consolidating statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since the date of the Audited Financial Statements, there 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 EffectEffect since the date of the Audited Financial Statements.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 .
(iiib) show all material indebtedness and other liabilities, direct or contingent, The unaudited consolidated financial statements of the Company Borrower and its Subsidiaries as of the date thereof, including liabilities end of the most recent fiscal quarter for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated which financial statements of have been included in the Company and its Subsidiaries Form 10 filed by the Borrower with the SEC and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end year‑end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (AdvanSix Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present in all material respects the financial condition of the Company Borrower and its consolidated Subsidiaries or the Target and its consolidated subsidiaries, as applicable, as of the date thereof and their consolidated results of operations or income, as applicable, 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal quarter ended on that date Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present in all material respects the financial condition of the Company Borrower and its consolidated Subsidiaries or the Target and its consolidated subsidiaries, as applicable, as of the date thereof and their results of operations or income, as applicable, for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial StatementsStatements relating to the Borrower’s most recently ended fiscal year, there has been no event or circumstance, either individually or in the aggregate, that has had had, or could reasonably be expected to have have, a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Broadcom Inc.)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof in accordance with GAAP.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated March 31, 2021, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses subsections (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with For the SEC, since period from the date of the Audited Financial StatementsStatements through the Closing Date, 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.
Appears in 1 contract
Sources: Credit Agreement (Telephone & Data Systems Inc /De/)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company Borrower and its consolidated 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its consolidated Subsidiaries dated June 30, 2012, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP IFRS 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated September 30, 2023, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Cemex Sab De Cv)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements pro forma balance sheet of the Company Borrower and its Subsidiaries Subsidiaries, and the related consolidated pro forma statements of income, shareholders’ equity income and cash flows for of the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout Borrower and its Subsidiaries delivered to the period covered therebyAdministrative Agent prior to the Closing Date, except as otherwise expressly noted therein, and (ii) fairly present in all material respects as of such date the consolidated pro forma financial condition of the Company Borrower and its Subsidiaries as after giving effect to the Transactions and the incurrence of Indebtedness and other Credit Extensions to be made on the date thereof Closing Date and their the consolidated pro forma results of operations of the Borrower and its Subsidiaries for the period covered therebyended on such date, subject, all in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsaccordance with GAAP.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company Adtalem 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 Company Adtalem and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Adtalem and its Subsidiaries dated December 31, 2017 and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Adtalem and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustmentsadjustments and (iii) show all material indebtedness and other liabilities, direct or contingent, of Adtalem and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
(c) Except as disclosed in any filings made with the SECSince June 30, since the date of the Audited Financial Statements2017, 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 material liabilities, direct or contingent, of the Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Borrower and its Subsidiaries dated July 31, 2011, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Tech Data Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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; therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries dated October 31, 2012, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial StatementsStatements through the Effective Date, 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.
Appears in 1 contract
Sources: Credit Agreement (Donaldson Co Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) . 64 The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries dated June 30, 2018, and the related consolidated statements of income, shareholdersmembers’ equity equity, and cash flows for the fiscal quarter six (6) month period then ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since . 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company CSI 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 Company CSI and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheets of the Company CSI and its Subsidiaries dated December 31, 2010 and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter year ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company CSI and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since [Reserved.]
(d) 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries pursuant to Section 6.01(b) and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Pactiv Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company Facility Guarantor 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.Facility Guarantor
(b) The most recently delivered unaudited consolidated financial statements and consolidating balance sheets of the Company Facility Guarantor and its Subsidiaries dated June 30, 2024, and the related consolidated and consolidating statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Facility Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated December 31, 2012, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-year end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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; provided so long as the Borrower shall maintain a Debt Rating from ▇▇▇▇▇’▇ of Baa3 or better and from S&P of BBB- or better, this representation shall not be operative.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated September 30, 2008, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with Since the SEC, since the date dates 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.
Appears in 1 contract
Sources: Credit Agreement (Coinstar Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated July 29, 2016 and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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 is reasonably be expected likely to have a Material Adverse Effect.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the consolidated financial condition of the Company Borrower and its the Subsidiaries as of the date thereof and their consolidated 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 Company Borrower and its the Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its the Subsidiaries as at April 30, 2005, and the related unaudited consolidated statements of income, shareholders’ equity earnings and cash flows for the fiscal quarter nine-month period ended on that date date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its the Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had resulted, or could reasonably be expected to have result, in a Material Adverse Effect. The Borrower and each Subsidiary Loan Party is Solvent.
Appears in 1 contract
Sources: Credit Agreement (Pall Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements and consolidating balance sheet of the Company and its Subsidiaries dated April 2, 2022, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows flows, and consolidating statements of income or operations for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Avnet Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company and its Subsidiaries Consolidated Group 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 Company and its Subsidiaries Consolidated Group as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements and consolidating balance sheet of the Company and its Subsidiaries Consolidated Group dated June 30, 2022 and the related consolidated and consolidating statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries Consolidated Group as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since the date of the Audited Financial Statements, there 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 EffectEffect since the date of the Audited Financial Statements.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and material Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries dated December 31, 2012, and the related consolidated statements of incomeincome or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company Guarantor 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 Company Guarantor and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements and consolidating balance sheets of the Company Guarantor and its Subsidiaries dated June 30, 2015, and the related consolidated and consolidating statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Guarantor and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (RGC Resources Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Borrower and its Subsidiaries dated June 27, 2003, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and ; (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, subject in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries dated September 30, 2005, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial Statements, there has been no event or circumstance, other than as publicly announced to date, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Macdermid Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 material liabilities, direct or contingent, of the Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Borrower and its Subsidiaries dated June 30, 2015, and the related consolidated statements of incomeincome or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Tech Data Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company Borrower and its Subsidiaries dated March 31, 2005, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with During the SEC, since period from the date of the Audited Financial StatementsStatements through the Effective Date, 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.
Appears in 1 contract
Sources: Credit Agreement (Oneok Inc /New/)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries dated March 30, 2025, and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Starbucks Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries and Subsidiaries, dated March 31, 2010, contained in the related consolidated statements of income, shareholders’ equity and cash flows for quarterly report on Form 10-Q filed with the fiscal quarter ended on that date SEC (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and subject to ordinary, good faith year end audit adjustments; (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) ; and (ii)iii) show all material indebtedness and other liabilities, to direct or contingent, of the absence Company and its consolidated Subsidiaries as of footnotes the date thereof, including liabilities for taxes, material commitments and to normal year-end audit adjustmentsIndebtedness.
(c) Except as disclosed in any filings made with the SEC, since 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.
(d) As of the Closing Date, there exists no Project Debt, other than as specifically identified on Schedule 5.05(d).
Appears in 1 contract
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtednessthereof in accordance with GAAP.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Borrower and its Subsidiaries dated March 31, 2021, and the related consolidated statements of incomeincome or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, ; and (ii) fairly present in all material respects the financial condition of the Company Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses subsections (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with For the SEC, since period from the date of the Audited Financial StatementsStatements through the Closing Date, 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.
Appears in 1 contract
Sources: Credit Agreement (Telephone & Data Systems Inc /De/)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries dated September 30, 2002, and the related consolidated statements of incomeincome or operations, shareholders’ ' equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all material Indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial Statements, there has been no event or circumstance, other than as publicly announced to date, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Macdermid Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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; therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements of the Company and its Subsidiaries dated January 31, 2021, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, therein and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since Since the date of the Audited Financial StatementsStatements through the Effective Date, 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.
Appears in 1 contract
Sources: Credit Agreement (Donaldson Co Inc)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; therein and (ii) fairly present present, in all material respects respects, the financial condition of the Company Holdings and its Subsidiaries 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 Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company Holdings and its Subsidiaries subsidiaries dated March 31, 2025, and the related consolidated statements of incomeincome or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Celanese Corp)
Financial Statements; No Material Adverse Effect. (a) The most recently delivered 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 in all material respects the financial condition of the Company 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 material liabilities, direct or contingent, of the Company and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The most recently delivered unaudited consolidated financial statements balance sheet of the Company and its Subsidiaries dated December 30, 2012, and the related consolidated statements of income, shareholders’ equity income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all 74 material indebtedness and other material liabilities, direct or contingent, of the Company and its Subsidiaries not included in such financial statements.
(c) Except as disclosed in any filings made with the SEC, since 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.
Appears in 1 contract
Sources: Credit Agreement (Starbucks Corp)