Example ContractsClausesFinancial Statements of Unrestricted Subsidiaries
Financial Statements of Unrestricted Subsidiaries
Financial Statements of Unrestricted Subsidiaries contract clause examples

Financial Statements of Unrestricted Subsidiaries. Simultaneously with the delivery of each set of [Section 9.01] Financials, the related consolidating financial statements reflecting adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Unrestricted Subsidiaries. Notwithstanding anything in this Agreement to the contrary, if # the Consolidated EBITDA of all Immaterial Subsidiaries and Unrestricted Subsidiaries constitute, in the aggregate, more than 10.0% of the Consolidated EBITDA of Borrower and its Subsidiaries (determined as of the last day of the most recent fiscal quarter of Borrower for which financial statements are available to the Administrative Agent pursuant to [Section 6.5]), or # the revenues of all Immaterial Subsidiaries and Unrestricted Subsidiaries account for, in the aggregate, more than 10.0% of the total revenues of Borrower and its Subsidiaries on a consolidated basis for the 12 month period ending on the last day of the most recent fiscal quarter of Borrower for which financial statements are available to the Administrative Agent pursuant to [Section 6.5], Borrower shall redesignate one or more of such Subsidiaries to not be Immaterial Subsidiaries or Unrestricted Subsidiaries within 10 Business Days after delivery of the compliance certificate for such fiscal quarter such that after giving effect thereto # the Consolidated EBITDA of all Immaterial Subsidiaries or Unrestricted Subsidiaries constitute, in the aggregate, no more than 10.0% of the Consolidated EBITDA of Borrower and its Subsidiaries, and # the revenues of all Immaterial Subsidiaries or Unrestricted Subsidiaries account for, in the aggregate, no more than 10.0% of the total revenues of Borrower and its Subsidiaries on a consolidated basis.

Unrestricted Subsidiaries. At the time of delivery of the financial statements provided for in Sections 6.1(b) and (c), if there are any Unrestricted Subsidiaries as of the last day of any Fiscal Quarter or Fiscal Year, the Borrower shall deliver related consolidating financial statements necessary to reflect the adjustments required to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements.

concurrently with any delivery of financial statements under paragraph [(a) or (b) above] at a time when there are one or more Unrestricted Subsidiaries, consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries from such consolidated financial statements;

Financial Statements. Seller has delivered to Buyer, prior to the Effective Date, true, correct and complete copies of audited or unaudited financial statements with respect to the Assets and true and correct redacted bank statements used and relied upon by Seller for the Assets for the past three (3) calendar years (or such shorter period of operation of the Assets, to the extent applicable) and 2021 year-to-date financial statements (collectively, the “Financial Statements”). The Financial Statements present fairly the financial condition and results of operations of the Assets in all material respects as of the dates and for the periods presented. Seller has conducted its business in the ordinary course consistent with past practices during such periods reflected.

Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby, except unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby.

Financial Statements. The Administrative Agent and the Lenders shall have received copies of the Audited Financial Statements referred to in Section 3.5 and the consolidated annual projected balance sheet, income statement and cash flow statement for the Parent and its Consolidated Subsidiaries on a consolidated basis for the period through the Maturity Date, each in form and substance reasonably satisfactory to the Administrative Agent and the other Lenders.

Financial Statements. The consolidated balance sheets, and related statements of income, cash flow and shareholders equity, of Borrowers and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP in all material respects, and fairly present in all material respects the financial positions and results of operations of Borrowers and Subsidiaries at the dates and for the periods indicated. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time (it being recognized by Agent and Lenders that such projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and that such differences may be material and that such projections are not a guarantee of financial performance). Since December 31, 2019, there has been no change in the condition, financial or otherwise, of the Borrowers and their Subsidiaries, taken as a whole that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Agent or Lenders at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. The Borrowers and their Subsidiaries, on a consolidated basis, are Solvent.

The Financial Statements, copies of which have been delivered to Agent and each Lender, fairly present the consolidated financial condition of the Ultimate Parent and its Subsidiaries as at the respective dates thereof and the consolidated results of operations of the Parent and its Subsidiaries for the fiscal periods ended on such respective dates, all in accordance with GAAP. All material indebtedness and other liabilities (including, without limitation, Debt, liabilities for taxes, long-term leases and other unusual forward or long-term commitments), direct or contingent, of the Ultimate Parent and its Subsidiaries are set forth in the Financial Statements. Since December 31, 2015 no event or development has occurred with respect to Parent and its Subsidiaries (other than Pental) that has had or could reasonably be expected to have a Material Adverse Effect. Since December 31, 2016 no event or development has occurred with respect to Pental and its Subsidiaries that has had or could reasonably be expected to have a Material Adverse Effect.

Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

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