1Financial Statements. Furnish to the Administrative Agent, with sufficient copies for distribution to each Lender:
(a) within 90 days (or such longer period as may be permitted from time to time under the rules of the SEC) after the end of each fiscal year of Holdings, a copy of (i) the audited consolidated balance sheet of Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception (other than in connection with the pending maturity of any Indebtedness), or qualification arising out of the scope of the audit, by independent certified public accountants of nationally or regionally recognized standing and reasonably acceptable to the Administrative Agent (it being agreed that CliftonLarsonAllen LLP is acceptable) and (ii) a management’s discussion and analysis;
(b) within 45 days (or such longer period as may be permitted from time to time under the rules of the SEC) after the end of each fiscal quarter of each fiscal year of Holdings, (i) the unaudited consolidated balance sheet of Holdings and its Subsidiaries determined in accordance with GAAP as at the end of such quarter and the related unaudited consolidated statements of (x) income, (y) cash flows, and (z) cash balances for each Group Member, in each case, for such fiscal quarter and the portion of the fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments), and (ii) a management’s discussion and analysis; and
(c) not later than 30 days after the end of each month (other than a month which is also a quarter end) occurring during each fiscal year of Holdings (commencing with the fiscal month ending August 31, 2021 (which for the month ending August 31, 2021 shall be with respect to Borrower and its Subsidiaries only)), the unaudited consolidated balance sheet of Holdings and its Subsidiaries determined on a consolidated basis in accordance with GAAP as at the end of such month and the related unaudited consolidated statements of (i) income, (ii) cash flows, and (iii) cash balances for each Group Member, in each case, for s...
1Financial Statements. The Seller shall permit the Partnership and its representatives to contact Sellers’ accountants, auditors and employees, and shall cause such accountants, auditors and employees to discuss, cooperate and provide information reasonably requested by the Partnership or its representatives, in order for the Partnership to prepare financial statements with respect to the Assets and pro forma financial statements of the Partnership, in each case that are necessary to comply with applicable requirements promulgated under the Securities Act and within the timeframe specified for the Partnership to file any such financial statements on Form 8-K under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Financial Statements”). Sellers shall cause their accountants, auditors and employees to cooperate with the Partnership with regards to responding to any comments from the Commission on such Financial Statements. The Partnership shall be responsible for and shall pay for or reimburse Sellers for all costs incurred by Sellers in connection with the external audit of any such Financial Statements (including reasonable accountants’ fees). The obligations of Sellers under this Section 5.1 shall survive for five (5) years after the Closing.
1Financial Statements. Borrowers shall deliver to Administrative Agent each of the following:
1Financial Statements. (a) Audited Year-End Statements. As soon as available, but in no event later than 150 days after the end of each fiscal year, Borrower’s balance sheet and income statement for the year ended, audited by a certain public accountant satisfactory to Lender.
1Financial Statements. Borrower and Guarantors will furnish to Bank:
(a) Borrower's and Guarantors’ CPA prepared and filed Federal tax returns, including all schedules thereto, for the prior year by April 15th or within 30 days after the date that Borrower's tax returns are required to be filed each such year or by such other date approved by the Bank;
(b) from time to time, such financial data and information about Borrower as Bank may reasonably request, including but not limited to copies of leases, certified rent rolls, and property operating statements; and
(c) any financial data and information about any guarantors of the Obligations as Bank may reasonably request.
1Financial Statements. Borrower has delivered to Lender copies of its audited financial statements (collectively, the “Financial Statements”) for the 12 months ended December 31, 2020. The Financial Statements are true and correct in all material respects, are prepared in accordance with the respective books of account and records of Borrower and its Subsidiaries and have been prepared in accordance with applicable banking regulations, rules and guidelines on a basis consistent with prior periods, and fairly and accurately present in all material respects the financial condition of Borrower and its assets and liabilities and the results of its operations as at, and for the period ending at, such date. The Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of Borrower in accordance with applicable banking regulations, rules and guidelines, respectively. Borrower does not have any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Financial Statements.
1Financial Statements. Borrowers shall have furnished to the Lender complete and correct copies of (i) the audited balance sheets of Peak and its consolidated Subsidiaries for the fiscal Year ending April 30, 2015 and related statements of income, shareholder’s equity, and cash flows, and as applicable, changes in financial position or cash flows for such fiscal year, and the note to such financial statements, reported upon by RSM US LLP, certified public accountants and (ii) the internal unaudited balance sheets of Peak and its consolidated Subsidiaries for the fiscal year quarter ending October 31, 2015 and the related statements of income and shareholder’s equity said fiscal year quarter then ended, certified by an executive officer of Peak. All such financial statements: have been prepared in accordance with GAAP, applied on a consistent basis (except as otherwise stated therein) and (b) fairly present in all material respects the financial condition of Peak and its consolidated Subsidiaries as of the respective dates thereof and the results of operations for the respective fiscal periods then ending, subject in the case of any such financial statements which are unaudited, to the absence of any notes to such financial statements and to normal audit adjustments, none of which are known to or could reasonably be expected to involve a Material Adverse Event. No Borrower has experienced an event or circumstance that would have a Material Adverse Effect since the April 30, 2015 financial statements, nor has there been any material change in any of Borrowers’ accounting procedures used therein. The Borrowers did not as of April 30, 2015, and will not as of the Closing Date, have any material contingent liabilities, material liabilities for taxes, unusual and material forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except those reflected in said financial statements or the Notes thereto in accordance with GAAP or, to the extent no required to be reflected by GAAP, are disclosed in the Disclosure Schedule 7.1 hereof.
1Financial Statements. Deliver to Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the Requisite Lenders, with sufficient copies for each Lender:
(a) As soon as practicable, and in any event within 95 days after the end of each Fiscal Year, the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, Stockholders’ Equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with U.S. GAAP, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report of independent registered public accounting firm of recognized standing selected by Borrower, which report shall be prepared in accordance with the standards of the Public Company Accounting Oversight Board and applicable securities laws as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any “going concern” or like qualification or exception nor to any other qualification or exception that are reasonably determined by the Requisite Lenders in their good faith business judgment to be materially adverse to the interests of Lenders.
(b) As soon as practicable, and in any event within 50 days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for such Fiscal Quarter, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail.
1Financial Statements. Furnish to each Bank (i) within 60 days after the end of each of the first three fiscal quarters of each fiscal year a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal quarter and statements of income for the period from the beginning of such fiscal year to the end of such fiscal quarter, and (ii) within 120 days after the end of each fiscal year a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each fiscal year and statements of income, statements of retained earnings and cash flow for such fiscal year. All financial statements will be prepared in accordance with GAAP applied on a basis consistently maintained throughout the period involved and with the prior periods, such annual financial statements to be certified by independent certified public accountants selected by the Borrower and reasonably acceptable to the Agent, without (x) any exception or qualification arising out of the restricted or limited nature of the examination made by such accountants or (y) a “going concern” or like qualification, exception or emphasis (other than any qualification, exception or emphasis with respect to or resulting from an upcoming scheduled final maturity of any Debt or associated with a financial covenant).
1Financial Statements. Furnish to the Administrative Agent and each Lender through the Administrative Agent:
(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers or other independent certified public accountants of nationally recognized standing; and
