Common use of Interim Reports Clause in Contracts

Interim Reports. (a) Promptly when available and in any event within 60 days after the end of each Fiscal Quarter, consolidated (and upon Agent’s reasonable request consolidating) balance sheets of Borrower and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by the chief financial officer or other executive officer of Borrower; and (b) promptly when available and in any event within 45 days after the end of each month (including any such month that is the end of a Fiscal Quarter), (i) consolidated (and upon Agent’s reasonable request consolidating) balance sheets of Borrower and its Subsidiaries as of the end of such month, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and a consolidated (and upon Agent’s reasonable request consolidating) statement of cash flows for such month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such month, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by the chief financial officer or other executive officer of Borrower, (ii) a written statement of Borrower’s management setting forth a discussion of Borrower’s financial condition, changes in financial condition and results of operations and (iii) updated Schedules 5.18(a) and (b) setting forth any changes to the disclosures set forth in such schedules as most recently provided to Agent or, as applicable, a written statement of Borrower’s management stating that there have been no changes to such disclosures as most recently provided to Agent. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Interim Reports. (ai) Promptly when available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (or such earlier or later date as Form 10-Qs of the Parent are required to be filed by the SEC taking into account any extension granted by the SEC, provided the Parent gives the Administrative Agent prompt written notice of such extension), unaudited consolidated financial statements of the Parent and its Subsidiaries for such Fiscal Quarter, including therein consolidated (and upon Agent’s reasonable request consolidating) balance sheets and statements of Borrower operations and its Subsidiaries cash flows as of the end of such Fiscal Quarter, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, in each case, prepared in accordance with GAAP, consistently applied and certified by the chief financial officer of the Parent as fairly presenting in all material respects the financial condition of the Parent and its Subsidiaries as at the date thereof together with (A) a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal YearYear and (B) a consolidating balance sheet of the Parent and its Subsidiaries as of the end of such Fiscal Quarter and consolidating statement of earnings and cash flows for the Parent and its Subsidiaries for such Fiscal Quarter, in each case, prepared in accordance with GAAP (other than with respect to the absence of footnotes and normal year end audit adjustments) certified by the chief financial officer or other executive officer of Borrowerthe Parent as fairly presenting in all material respects the financial condition of such entities as at the date and for the period covered; and (bii) promptly when available and in any event within 45 days after the end of the first two fiscal months of each Fiscal Year, and 30 days after the end of each other fiscal month of the Parent (including any such month that is other than the end of a fiscal month which is also a Fiscal QuarterQuarter or Fiscal Year end), (i) unaudited consolidated (and upon Agent’s reasonable request consolidating) balance sheets financial statements of Borrower the Parent and its Subsidiaries for such fiscal month, including therein consolidated balance sheets and statements of earnings and cash flows as of the end of such month, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and a consolidated (and upon Agent’s reasonable request consolidating) statement of cash flows for such fiscal month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such fiscal month, in each case, prepared in accordance with GAAP, consistently applied and certified by the chief financial officer of the Parent as fairly presenting in all material respects the financial condition of the Parent and its Subsidiaries as at the date thereof together with (A) a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal YearYear and (B) a consolidating balance sheet of the Parent and its Subsidiaries as of the end of such month and consolidating statement of earnings and cash flows for the Parent and its Subsidiaries for such month, in each case, prepared in accordance with GAAP (other than with respect to the absence of footnotes and normal year-end audit adjustments) certified by the chief financial officer or other executive officer of Borrower, (ii) a written statement of Borrower’s management setting forth a discussion of Borrower’s financial condition, changes the Parent as fairly presenting in all material respects the financial condition of such entities as at the date and results of operations and (iii) updated Schedules 5.18(a) and (b) setting forth any changes for the period covered; provided that with respect to the disclosures set forth foregoing relating to any Fiscal Quarter, to the extent the Parent’s quarterly report on Form 10-Q for such quarter shall satisfy the requirements of clause (i) of this Section 7.01(b), the Administrative Agent and the Lenders will accept such Form 10-Q in lieu of such schedules as most recently provided to Agent or, as applicable, a written statement of Borrower’s management stating that there have been no changes to such disclosures as most recently provided to Agent. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONitem.

Interim Reports. (a) Promptly when available Within 30 days after the end of each month, consolidated balance sheets of Holdings and its Subsidiaries as of the end of such month, together with consolidated statements of earnings and a consolidated statement of cash flows for such month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such month, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year for the twelve month period ending on the last day of such month, certified by a Senior Officer of Borrower (which financial statements shall be in any event substantially the same form, and include substantially the same reporting items as the financial statements delivered to Administrative Agent prior to the Closing Date); and (b) within 60 30 days after the end of each Fiscal Quarter, consolidated (and upon Agent’s reasonable request consolidating) balance sheets of Borrower Holdings and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and a consolidated statement of cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by the chief financial officer or other executive officer of Borrower; and (b) promptly when available and in any event within 45 days after the end of each month (including any such month that is the end of a Fiscal Quarter), (i) consolidated (and upon Agent’s reasonable request consolidating) balance sheets of Borrower and its Subsidiaries as of the end of such month, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and a consolidated (and upon Agent’s reasonable request consolidating) statement of cash flows for such month and Year for the twelve month period beginning with the first day of such Fiscal Year and ending on the last day of such month, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal YearQuarter, certified by a Senior Officer of Borrower (which financial statements shall be in substantially the chief same form, and include substantially the same reporting items as the financial officer statements delivered to Administrative Agent prior to the Closing Date); provided that for any comparison required pursuant to either clause (a) or other executive officer of Borrower, (ii) a written statement of Borrower’s management setting forth a discussion of Borrower’s financial condition, changes in financial condition and results of operations and (iii) updated Schedules 5.18(a) and (b) setting forth above for any changes period ending on or prior to September 30, 2018, such comparison does not need to include a cash flow statement. For any monthly period following December 31, 2018, Borrower shall deliver two sets of monthly or quarterly financial statements hereunder one which complies with GAAP (without giving effect to the disclosures carveout for franchise fee income in Section 1.3(a) hereof) (the “GAAP Compliant Financial Statements”) and the other set forth reflecting the recognition of franchise fee income as required by Section 1.3(a) hereof; provided if the Administrative Agent has in such schedules as most recently provided its sole discretion agreed to Agent or, as applicable, a written statement permit Holdings and its Subsidiaries to utilize GAAP compliant reporting for purposes of Borrower’s management stating that there have been no changes the financial covenants and other provisions hereof only GAAP Compliance Financial Statements will be required to such disclosures as most recently provided to Agent. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONbe delivered hereunder.

Interim Reports. (a) Promptly when available and in any event within 60 45 days after the end of each Fiscal Quarter, consolidated (and upon Agent’s reasonable request consolidating) balance sheets of Borrower and its Subsidiaries as of the end first three Fiscal Quarters of each Fiscal Year (or such earlier or later date as Form 10-Qs of the Company are required to be filed by the SEC taking into account any extension granted by the SEC, provided the Loan Party Representative gives the Administrative Agent prompt written notice of such extension), unaudited consolidated financial statements of the Borrowers and their Subsidiaries for such Fiscal Quarter, together with including therein consolidated (balance sheets and upon Agent’s reasonable request consolidating) statements of earnings and cash flows for as of the end of such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, in each case, prepared in accordance with GAAP, consistently applied and certified by the Chief Financial Officer as fairly presenting in all material respects the financial condition of the Borrowers and their Subsidiaries as at the date thereof, together with (i) a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal YearYear and (ii) and (ii) a consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such Fiscal Quarter and consolidating statement of earnings and cash flows for the Borrowers and their Subsidiaries for such Fiscal Quarter, in each case, prepared in accordance with GAAP (other than with respect to the absence of footnotes and normal year end audit adjustments) certified by the chief Chief Financial Officer as fairly presenting in all material respects the financial officer or other executive officer condition of Borrowersuch entities as at the date and for the period covered; and (b) promptly when available and in any event within 45 30 days after the end of each fiscal month of the Borrowers (including any such month that is other than the end of a fiscal month which is also a Fiscal QuarterQuarter or Fiscal Year end), (i) unaudited consolidated (financial statements of the Borrowers and upon Agent’s reasonable request consolidating) their Subsidiaries for such fiscal month, including therein consolidated balance sheets and statements of Borrower earnings and its Subsidiaries cash flows as of the end of such month, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and a consolidated (and upon Agent’s reasonable request consolidating) statement of cash flows for such fiscal month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such fiscal month, in each case, prepared in accordance with GAAP, consistently applied and certified by the Chief Financial Officer as fairly presenting in all material respects the financial condition of the Borrowers and their Subsidiaries as at the date thereof, together with (i) a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by the chief financial officer or other executive officer of Borrower, Year and (ii) and (ii) a written consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such month and consolidating statement of Borrower’s management setting forth a discussion earnings and cash flows for the Borrowers and their Subsidiaries for such month, in each case, prepared in accordance with GAAP (other than with respect to the absence of Borrower’s financial condition, changes footnotes and normal year-end audit adjustments) certified by the Chief Financial Officer as fairly presenting in all material respects the financial condition of such entities as at the date and results of operations and (iii) updated Schedules 5.18(a) and (b) setting forth any changes for the period covered; provided that with respect to the disclosures set forth foregoing relating to any Fiscal Quarter ending prior to the Closing Date, to the extent the Company’s quarterly report on Form 10-Q for such quarter shall satisfy the requirements of this Section 10.1.1(b), the Administrative Agent will accept such Form 10-Q in lieu of such schedules as most recently provided to Agent or, as applicable, a written statement of Borrower’s management stating that there have been no changes to such disclosures as most recently provided to Agent. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONitem.

Interim Reports. (a) Promptly when available and in any event within 60 45 days after the end of each of the first three Fiscal QuarterQuarters of each Fiscal Year (or such earlier or later date as Form 10-Qs are required to be field by the SEC taking into account any extension granted by the SEC, provided the Company gives the Administrative Agent prompt written notice of such extension), unaudited consolidated (and upon Agent’s reasonable request consolidating) balance sheets financial statements of Borrower the Company and its Subsidiaries as of the end of for such Fiscal Quarter, together with including therein consolidated (balance sheets and upon Agent’s reasonable request consolidating) statements of earnings and cash flows for as of the end of such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, in each case, prepared in accordance with GAAP, consistently applied and certified by the Chief Financial Officer as fairly presenting in all material respects the financial condition of the Company and its Subsidiaries as at the date thereof, together with (i) a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal YearYear and (ii) and (ii) a consolidating balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Quarter and consolidating statement of earnings and cash flows for the Company and its Subsidiaries for such Fiscal Quarter, in each case, prepared in accordance with GAAP (other than with respect to the absence of footnotes and normal year end audit adjustments) certified by the chief Chief Financial Officer as fairly presenting in all material respects the financial officer or other executive officer condition of Borrowersuch entities as at the date and for the period covered; and (b) promptly when available and in any event within 45 30 days after the end of each fiscal month of the Company (including any such month that is other than the end of a fiscal month which is also a Fiscal QuarterQuarter or Fiscal Year end), (i) unaudited consolidated (and upon Agent’s reasonable request consolidating) balance sheets financial statements of Borrower the Company and its Subsidiaries for such fiscal month, including therein consolidated balance sheets and statements of earnings and cash flows as of the end of such month, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and a consolidated (and upon Agent’s reasonable request consolidating) statement of cash flows for such fiscal month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such fiscal month, in each case, prepared in accordance with GAAP, consistently applied and certified by the Chief Financial Officer as fairly presenting in all material respects the financial condition of the Company and its Subsidiaries as at the date thereof, together with (i) a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by the chief financial officer or other executive officer of Borrower, Year and (ii) and (ii) a written consolidating balance sheet of the Company and its Subsidiaries as of the end of such month and consolidating statement of Borrower’s management setting forth a discussion earnings and cash flows for the Company and its Subsidiaries for such month, in each case, prepared in accordance with GAAP (other than with respect to the absence of Borrower’s financial condition, changes footnotes and normal year-end audit adjustments) certified by the Chief Financial Officer as fairly presenting in all material respects the financial condition of such entities as at the date and results of operations and (iii) updated Schedules 5.18(a) and (b) setting forth any changes for the period covered; provided that to the disclosures set forth extent that the Company’s quarterly report on Form 10-Q shall satisfy the requirement of this Section 10.1.2, the Administrative Agent will accept such Form 10-Q in lieu of such schedules as most recently provided to Agent or, as applicable, a written statement of Borrower’s management stating that there have been no changes to such disclosures as most recently provided to Agent. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONitem.

Interim Reports. (a) Promptly when available and in any event within 60 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (or such earlier or later date as Form 10-Qs of the Parent are required to be filed by the SEC taking into account any extension granted by the SEC, provided the Loan Party Representative gives the Administrative Agent prompt written notice of such extension), unaudited consolidated financial statements of the Borrowers and their Subsidiaries for such Fiscal Quarter, including therein consolidated (and upon Agent’s reasonable request consolidating) balance sheets and statements of Borrower operations and its Subsidiaries cash flows as of the end of such Fiscal Quarter, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, in each case, prepared in accordance with GAAP, consistently applied and certified by the Chief Financial Officer as fairly presenting in all material respects the financial condition of the Borrowers and their Subsidiaries as at the date thereof, together with (i) a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal YearYear and (ii) a consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such Fiscal Quarter and consolidating statement of earnings and cash flows for the Borrowers and their Subsidiaries for such Fiscal Quarter, in each case, prepared in accordance with GAAP (other than with respect to the absence of footnotes and normal year end audit adjustments) certified by the chief Chief Financial Officer as fairly presenting in all material respects the financial officer or other executive officer condition of Borrowersuch entities as at the date and for the period covered; and (b) promptly when available and in any event within 45 30 days after the end of each fiscal month of the Borrowers (including any such month that is other than the end of a fiscal month which is also a Fiscal QuarterQuarter or Fiscal Year end), (i) unaudited consolidated (financial statements of the Borrowers and upon Agent’s reasonable request consolidating) their Subsidiaries for such fiscal month, including therein consolidated balance sheets and statements of Borrower earnings and its Subsidiaries cash flows as of the end of such month, together with consolidated (and upon Agent’s reasonable request consolidating) statements of earnings and a consolidated (and upon Agent’s reasonable request consolidating) statement of cash flows for such fiscal month and for the period beginning with the first day of such Fiscal Year and ending on the last day of such fiscal month, in each case, prepared in accordance with GAAP, consistently applied and certified by the Chief Financial Officer as fairly presenting in all material respects the financial condition of the Borrowers and their Subsidiaries as at the date thereof, together with (i) a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year, certified by the chief financial officer or other executive officer of Borrower, Year and (ii) a written consolidating balance sheet of the Borrowers and their Subsidiaries as of the end of such month and consolidating statement of Borrower’s management setting forth a discussion earnings and cash flows for the Borrowers and their Subsidiaries for such month, in each case, prepared in accordance with GAAP (other than with respect to the absence of Borrower’s financial condition, changes footnotes and normal year-end audit adjustments) certified by the Chief Financial Officer as fairly presenting in all material respects the financial condition of such entities as at the date and results of operations and (iii) updated Schedules 5.18(a) and (b) setting forth any changes for the period covered; provided that with respect to the disclosures set forth foregoing relating to any Fiscal Quarter ending prior to the Closing Date, to the extent the Parent’s quarterly report on Form 10-Q for such quarter shall satisfy the requirements of Section 10.1.2, the Administrative Agent will accept such Form 10-Q in lieu of such schedules as most recently provided to Agent or, as applicable, a written statement of Borrower’s management stating that there have been no changes to such disclosures as most recently provided to Agent. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONitem.