Financial Condition. There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower.
Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.
Financial Condition. Maintain Borrower's financial condition as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein):
Financial Condition. The Borrower will not permit:
Financial Condition. The audited consolidated balance sheet of the Borrower and its Subsidiaries dated as of December 31, 1994 and the audited statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for and as of the end of the period ending on that date, including any related notes (the "Audited Financial Statements"), and the unaudited consolidated financial statements of the Borrower and its Subsidiaries (the "Unaudited Financial Statements") dated as of July 1, 1995 (the "Balance Sheet Date"), all of which (collectively, the "Financial Statements") were heretofore furnished to the Lender, are true, correct and complete in all material respects and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date of each such statement and have been prepared in accordance with generally accepted accounting principles (subject, in the case of the Unaudited Financial Statements, to the addition of notes and to normal year-end adjustments that individually and in the aggregate are not expected to be material) consistently applied throughout the periods involved. Other than as reflected in such Financial Statements and except for liabilities incurred in the ordinary course of business since the date thereof, the Borrower has no Indebtedness that is or would be material to the financial condition of the Borrower, nor any material unrealized or unanticipated losses from any commitments. Since the Balance Sheet Date there has been no material adverse change in the consolidated financial condition (as set forth in the Unaudited Financial Statements) or results of operations of the Borrower and its Subsidiaries taken as a whole.
Financial Condition. 66 7.03 Litigation....................................................................................... 67 7.04
Financial Condition. The Borrower shall ensure that:
Financial Condition. The Company shall ensure that:
Financial Condition. (a) [Reserved].
Financial Condition. The audited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at December 31, 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse, heretofore furnished to the Purchasers and the unaudited consolidated balance sheet of the Seller and its Consolidated Subsidiaries as at June 30, 1998, and their related consolidated statements of income, stockholders' equity and cash flow of the Seller and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the Purchasers, are complete and correct and fairly present the consolidated financial condition of the Seller and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Seller nor any Consolidated Subsidiary has on the Closing Date any material Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements or in Schedule 4.02. Since June 30, 1998, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Seller or any of the Consolidated Subsidiaries, taken as a whole, have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.
