First Data 2007 Annual Report Download - page 323

information incorporated by reference therein) and (ii) the Credit Documents) for purposes of or in connection with this Agreement or any transaction
contemplated herein contained any untrue statement of any material fact or omitted to state any material fact necessary to make such information and data
(taken as a whole) not misleading at such time in light of the circumstances under which such information or data was furnished, it being understood and
agreed that for purposes of this Section 8.8(a), such factual information and data shall not include pro forma financial information, projections or estimates
(including financial estimates, forecasts and other forward-looking information) and information of a general economic or general industry nature.
(b) The projections (including financial estimates, forecasts and other forward-looking information) contained in the information and data
referred to in paragraph (a) above were based on good faith estimates and assumptions believed by such Persons to be reasonable at the time made, it being
recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by
any such projections may differ from the projected results.
8.9. Financial Condition; Financial Statements. (a) The unaudited historical consolidated financial information of the Borrower as set forth in the
Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated
financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby.
The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the "Pro Forma
Balance Sheet") and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on
such date (together with the Pro Forma Balance Sheet, the "Pro Forma Financial Statements"), copies of which have heretofore been furnished to the
Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information
described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the
date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as
at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9
have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original
Closing Date, there has been no Material Adverse Effect.
8.10. Tax Matters. Except as could not reasonably be expected to have a Material Adverse Effect, (a) each of the Borrower and the Subsidiaries
has filed all federal income tax returns and all other tax returns, domestic and foreign, required to be filed by it and has timely paid all taxes payable by it
(whether or not shown on a tax return) that have become due, (b) the Borrower and each of the Subsidiaries have paid, or have provided adequate reserves (in
the good faith judgment of management of the Borrower or such Subsidiary) in accordance with GAAP for the payment of, all federal, state, provincial and
foreign taxes applicable for the current fiscal year to the Original Closing Date and (c) the Borrower and each of its Subsidiaries has withheld amounts from
their respective employees for all periods in compliance with the tax, social, security and unemployment withholding provisions of applicable law and timely
paid such withholdings to the respective Governmental Authorities.
8.11. Compliance with ERISA.
(a) Each Plan is in compliance with ERISA, the Code and any applicable Requirement of Law; no Reportable Event has occurred (or is
reasonably likely to occur) with respect to any Plan; no Plan is insolvent or in reorganization (or is reasonably likely to
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