Common use of Annual and Quarterly Financial Statements Clause in Contracts

Annual and Quarterly Financial Statements. The Company will ----------------------------------------- deliver to each Investor: (i) within ninety (90) days after the end of each fiscal year a copy of the consolidated balance sheet of the Company and the Consolidated Entities as of the end of such year, together with consolidated and consolidating statements of income and of cash flows of the Company and the Consolidated Entities for such year, all in reasonable detail, prepared in accordance with generally accepted accounting principles, consistently applied, and certified in an audit report by independent public accountants of national standing selected by the Board of Directors of the Company, and (ii) copies of all financial statements and reports which the Company and each Consolidated Entity shall send to its stockholders or file with the Securities and Exchange Commission or any stock exchange on which any securities of the Company or any Consolidated Entity may be listed. The Company shall also deliver to each Investor, within forty-five (45) days after the end of each of the first three quarters of each fiscal year, a copy of the consolidated balance sheet of the Company and each Consolidated Entity as of the end of such quarter and consolidated statements of income and of cash flows of the Company and each Consolidated Entity for the fiscal quarter and for the portion of the fiscal year ending on the last day of such quarter, each of the foregoing balance sheets and statements to set forth in comparative form the corresponding figures for the same period of the prior fiscal year, and actual versus budgeted amounts, to be in reasonable detail provided, -------- however, such financials are subject to year-end adjustments and may not ------- contain all footnotes required under generally accepted accounting principles and to be certified, subject to normal year-end audit adjustments, by the principal financial officer of the Company that they are true and accurate in all material respects as of their dates.

Annual and Quarterly Financial Statements. The So long as amounts due under this Debenture remain outstanding, the Company will ----------------------------------------- deliver shall furnish to each Investor: the Holder: (i1) within ninety (90) 90 days after the end of each fiscal year a copy of the Company, a consolidated balance sheet of the Company and the Consolidated Entities its Subsidiaries as of at the end of such fiscal year, together with and the related consolidated and consolidating statements of income or operations, shareholders’ equity and of cash flows of the Company and the Consolidated Entities for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, detail and prepared in accordance with generally accepted accounting principlesGAAP, consistently appliedaudited and accompanied by a report and opinion of any independent certified public accountant of nationally recognized standing, which report and certified opinion shall be prepared in an audit report by independent public accountants of national standing selected by the Board of Directors of the Company, and accordance with GAAP; and (ii2) copies of all financial statements and reports which the Company and each Consolidated Entity shall send to its stockholders or file with the Securities and Exchange Commission or any stock exchange on which any securities of the Company or any Consolidated Entity may be listed. The Company shall also deliver to each Investor, within forty-five (45) 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Company, beginning with the first full fiscal quarter following the Issue Date, a copy of the consolidated balance sheet of the Company and each Consolidated Entity its Subsidiaries as of at the end of such quarter fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and of cash flows of the Company and each Consolidated Entity for the such fiscal quarter and for the portion of the fiscal year ending on the last day of such quarterthen ended, setting forth in each of the foregoing balance sheets and statements to set forth case in comparative form the corresponding figures for the same period corresponding fiscal quarter of the prior previous fiscal year and the corresponding portion of the previous fiscal year, and actual versus budgeted amounts, to be all in reasonable detail providedand certified by a Responsible Officer of the Company as fairly presenting in all material respects the financial condition, -------- howeverresults of operations, such financials are subject to year-end adjustments shareholders’ equity and may not ------- contain all footnotes required under generally accepted accounting principles cash flows of the Company and to be certifiedits Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustmentsadjustments and the absence of footnotes, by the principal together with a customary management’s discussion and analysis of financial officer of the Company that they are true and accurate in all material respects as of their datesinformation.

Annual and Quarterly Financial Statements. The Company will ----------------------------------------- deliver to each Institutional Investor who, together with any of its affiliated Institutional Investors, owns at least 1,500,000 shares of Common Stock (assuming the conversion all securities convertible into Common Stock held by such Institutional Investor: (i) within ninety one hundred twenty (90120) days after the end of each fiscal year a copy of the consolidated balance sheet of the Company and the Consolidated Entities as of the end of such year, together with consolidated and consolidating statements of income and of cash flows of the Company and the Consolidated Entities for such year, all in reasonable detail, prepared in accordance with generally accepted accounting principles, consistently applied, and certified in an audit report by independent public accountants of national standing reasonably acceptable to the Institutional Investors and selected by the Board of Directors of the Company, and (ii) copies of all financial statements and reports which the Company and each Consolidated Entity shall send to its stockholders or file with the Securities and Exchange Commission or any stock exchange on which any securities of the Company or any Consolidated Entity may be listed. The Company shall also deliver to each Institutional Investor who, together with any of its affiliated Institutional Investors, owns at least 1,500,000 shares of Common Stock (assuming the conversion all securities convertible into Common Stock held by such Institutional Investor, ) within forty-five (45) days after the end of each of the first three quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of the Company and each Consolidated Entity as of the end of such quarter and unaudited consolidated statements of income and of cash flows of the Company and each Consolidated Entity for the fiscal quarter and for the portion of the fiscal year ending on the last day of such quarter, each of the foregoing balance sheets and statements to set forth in comparative form the corresponding figures for the same period of the prior fiscal year, and actual versus budgeted amounts, to be in reasonable detail (provided, -------- however, that such financials financial statements are subject to year-end adjustments and may not ------- contain all footnotes required under generally accepted accounting principles principles) and to be certified, subject to normal year-end audit adjustments, by the principal financial officer of the Company that they are true and accurate as to their fair presentation in all material respects accordance with generally accepted accounting principles as of their dates. Notwithstanding anything to the contrary in this section and in addition to the rights described above, any Institutional Investor may receive all financial statements provided under this section as long as (i) such receipt of financial statements is approved by the Board of Directors and (ii) such Institutional Investor executes a nondisclosure agreement acceptable to the Company’s counsel.

Annual and Quarterly Financial Statements. The Company will ----------------------------------------- deliver to each Investor: (i) within ninety (90) days after the end of each fiscal year a copy of the consolidated balance sheet of the Company and the Consolidated Entities as of the end of such year, together with consolidated and consolidating statements of income and of cash flows of the Company and the Consolidated Entities for such year, all in reasonable detail, prepared in accordance with generally accepted accounting principles, consistently applied, and certified in an audit report by independent public accountants of national standing selected by the Board of Directors of the Company, and (ii) copies of all financial statements and reports which the Company and each Consolidated Entity shall send to its stockholders or file with the Securities and Exchange Commission or any stock exchange on which any securities of the Company or any Consolidated Entity may be listed. The Company shall also deliver to each InvestorInvestor who holds Shares having an aggregate liquidation preference of at least $1,000,000 or Conversion Shares issued thereunder (each a "Principal Holder"), within forty-five (45) days after the end of each of the ---------------- first three quarters of each fiscal year, a copy of the consolidated balance sheet of the Company and each Consolidated Entity as of the end of such quarter and consolidated statements of income and of cash flows of the Company and each Consolidated Entity for the fiscal quarter and for the portion of the fiscal year ending on the last day of such quarter, each of the foregoing balance sheets and statements to set forth in comparative form the corresponding figures for the same period of the prior fiscal year, and actual versus budgeted amounts, to be in reasonable detail detail; provided, -------- however, such -------- ------- financials are subject to year-end adjustments and may not ------- contain all footnotes required under generally accepted accounting principles and to be certified, subject to normal year-end audit adjustments, by the principal financial officer of the Company that they are true and accurate in all material respects as of their dates.

Annual and Quarterly Financial Statements. The Company will ----------------------------------------- deliver to each Investor: (iA) within ninety (90) days as soon as available, but in any event not later than the fifth Business Day after the 90th day following the end of each fiscal year of SIRVA, Inc. ending on or after December 31, 2004, a copy of the audited consolidated balance sheet of SIRVA, Inc. and its consolidated Subsidiaries as at the Company end of such year and the Consolidated Entities related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for and as of the end of 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 LLP or other independent certified public accountants of nationally recognized standing reasonably satisfactory to the Agent (it being agreed that the furnishing of SIRVA, Inc.’s Annual Report on Form 0-K for such year, together as filed with the Securities and Exchange Commission, will satisfy the Seller’s obligation under this Section 5.1(a)(i) with respect to such year); (B) as soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the first three quarterly periods of each fiscal year of SIRVA, Inc., the unaudited consolidated balance sheet of SIRVA, Inc. and consolidating its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows of the Company SIRVA, Inc. and its consolidated Subsidiaries for such quarter and the Consolidated Entities portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, certified by a Designated Financial Officer of SIRVA, Inc. as being fairly stated in all material respects (subject to normal year end audit and other adjustments) (it being agreed that the furnishing of SIRVA, Inc.’s Quarterly Report on Form 10-Q for such yearquarter, all in reasonable detail, prepared in accordance with generally accepted accounting principles, consistently applied, and certified in an audit report by independent public accountants of national standing selected by the Board of Directors of the Company, and (ii) copies of all financial statements and reports which the Company and each Consolidated Entity shall send to its stockholders or file as filed with the Securities and Exchange Commission or Commission, will satisfy the Seller’s obligations under this Section 5.1(a)(ii) with respect to such quarter); (C) as soon as available, but in any stock exchange on which any securities event not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Company Parent ending on or after December 31, 2004 a copy of the audited consolidated balance sheet of the Parent 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 and as of the end of 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 LLP or other independent certified public accountants of nationally recognized standing reasonably satisfactory to the Agent; (D) as soon as available, but in any Consolidated Entity may be listed. The Company shall also deliver to each Investor, within forty-five (45) days event not later than the fifth Business Day after the 45th day following the end of each of the first three quarters quarterly periods of each fiscal year, a copy year of the Parent, the unaudited consolidated balance sheet of the Company Parent and each Consolidated Entity its consolidated Subsidiaries as of at the end of such quarter and the related unaudited consolidated statements of income and of cash flows of the Company Parent and each Consolidated Entity its consolidated Subsidiaries for the fiscal such quarter and for the portion of the fiscal year ending on through the last day end of such quarter, setting forth in each of the foregoing balance sheets and statements to set forth case in comparative form the corresponding figures for the same corresponding period of the prior previous fiscal year, and actual versus budgeted amounts, to be in reasonable detail provided, -------- however, such financials are subject to year-end adjustments and may not ------- contain all footnotes required under generally accepted accounting principles and to be certified, subject to normal year-end audit adjustments, certified by the principal financial officer a Designated Financial Officer of the Company that they are true and accurate Parent as being fairly stated in all material respects (subject to normal year end audit and other adjustments); (E) as soon as available, but in any event not later than the fifth Business Day after the 90th day following the end of each fiscal year of each Originator ending on or after December 31, 2004 a copy of the unaudited balance sheet of such Originator as at the end of such year and the related unaudited statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for and as of their datesthe end of the previous year, certified by a Designated Financial Officer of such Originator; (F) as soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the first three quarterly periods of each fiscal year of each Originator, the unaudited consolidated balance sheet of such Originator and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows of such Originator and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, certified by a Designated Financial Officer of such Originator as being fairly stated in all material respects (subject to normal year end audit and other adjustments); and (G) as soon as available, but in any event not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Seller ending on or after December 31, 2004 a copy of the unaudited balance sheet of the Seller as at the end of such year and the related unaudited statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for and as of the end of the previous year, certified by a Designated Financial Officer of the Seller; all such financial statements delivered pursuant to Section 5.1(a)(i) to be (and, in the case of financial statements delivered pursuant to Section 5.1(a)(i)(D), (E), (F) and (G) shall be certified by a Designated Financial Officer of the applicable SIRVA Entity as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of financial statements delivered pursuant to Section 5.1(a)(i)(D), (E), (F) and (G) shall be certified by a Designated Financial Officer of the applicable SIRVA Entity as being) prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in the case of the financial statements delivered pursuant to Section 5.1(a)(i)(B) and (D), for the absence of certain notes).

Annual and Quarterly Financial Statements. The Company will ----------------------------------------- deliver to each Investor: Except as otherwise provided in Schedule IV, (iA) within ninety (90) days as soon as available, but in any event not later than the fifth Business Day after the 90th day following the end of each fiscal year of SIRVA, Inc. ending on or after December 31, 2004, a copy of the audited consolidated balance sheet of SIRVA, Inc. and its consolidated Subsidiaries as at the Company end of such year and the Consolidated Entities related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for and as of the end of 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 LLP or other independent certified public accountants of nationally recognized standing reasonably satisfactory to the Agent (it being agreed that the furnishing of SIRVA, Inc.’s Annual Report on Form 10-K for such year, together as filed with the Securities and Exchange Commission, will satisfy the Seller’s obligation under this Section 5.1(a)(i) with respect to such year); (B) as soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the first three quarterly periods of each fiscal year of SIRVA, Inc., the unaudited consolidated balance sheet of SIRVA, Inc. and consolidating its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows of the Company SIRVA, Inc. and its consolidated Subsidiaries for such quarter and the Consolidated Entities portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, certified by a Designated Financial Officer of SIRVA, Inc. as being fairly stated in all material respects (subject to normal year end audit and other adjustments) (it being agreed that the furnishing of SIRVA, Inc.’s Quarterly Report on Form 10-Q for such yearquarter, all in reasonable detail, prepared in accordance with generally accepted accounting principles, consistently applied, and certified in an audit report by independent public accountants of national standing selected by the Board of Directors of the Company, and (ii) copies of all financial statements and reports which the Company and each Consolidated Entity shall send to its stockholders or file as filed with the Securities and Exchange Commission or Commission, will satisfy the Seller’s obligations under this Section 5.1(a)(ii) with respect to such quarter); (C) as soon as available, but in any stock exchange on which any securities event not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Company Parent ending on or after December 31, 2004 a copy of the audited consolidated balance sheet of the Parent 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 and as of the end of 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 LLP or other independent certified public accountants of nationally recognized standing reasonably satisfactory to the Agent; and (D) as soon as available, but in any Consolidated Entity may be listed. The Company shall also deliver to each Investor, within forty-five (45) days event not later than the fifth Business Day after the 45th day following the end of each of the first three quarters quarterly periods of each fiscal year, a copy year of the Parent, the unaudited consolidated balance sheet of the Company Parent and each Consolidated Entity its consolidated Subsidiaries as of at the end of such quarter and the related unaudited consolidated statements of income and of cash flows of the Company Parent and each Consolidated Entity its consolidated Subsidiaries for the fiscal such quarter and for the portion of the fiscal year ending on through the last day end of such quarter, setting forth in each of the foregoing balance sheets and statements to set forth case in comparative form the corresponding figures for the same corresponding period of the prior previous fiscal year, and actual versus budgeted amounts, to be in reasonable detail provided, -------- however, such financials are subject to year-end adjustments and may not ------- contain all footnotes required under generally accepted accounting principles and to be certified, subject to normal year-end audit adjustments, certified by the principal financial officer a Designated Financial Officer of the Company that they are true and accurate Parent as being fairly stated in all material respects (subject to normal year end audit and other adjustments); all such financial statements delivered pursuant to Section 5.1(a)(i) to be (and, in the case of financial statements delivered pursuant to Section 5.1(a)(i)(D) shall be certified by a Designated Financial Officer of the applicable SIRVA Entity as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of their datesfinancial statements delivered pursuant to Section 5.1(a)(i)(D) shall be certified by a Designated Financial Officer of the applicable SIRVA Entity as being) prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in the case of the financial statements delivered pursuant to Section 5.1(a)(i)(B) and (D), for the absence of certain notes).

Annual and Quarterly Financial Statements. The Company will ----------------------------------------- deliver to each Investor: (iA) within ninety (90) days as soon as available, but in any event not later than the fifth Business Day after the 90th day following the end of each fiscal year of SIRVA, Inc. ending on or after December 31, 2004, a copy of the audited consolidated balance sheet of SIRVA, Inc. and its consolidated Subsidiaries as at the Company end of such year and the Consolidated Entities related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for and as of the end of 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 LLP or other independent certified public accountants of nationally recognized standing reasonably satisfactory to the Agent (it being agreed that the furnishing of SIRVA, Inc.’s Annual Report on Form 10-K for such year, together as filed with the Securities and Exchange Commission, will satisfy the Seller’s obligation under this Section 5.1(a)(i) with respect to such year); (B) as soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the first three quarterly periods of each fiscal year of SIRVA, Inc., the unaudited consolidated balance sheet of SIRVA, Inc. and consolidating its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows of the Company SIRVA, Inc. and its consolidated Subsidiaries for such quarter and the Consolidated Entities portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, certified by a Designated Financial Officer of SIRVA, Inc. as being fairly stated in all material respects (subject to normal year end audit and other adjustments) (it being agreed that the furnishing of SIRVA, Inc.’s Quarterly Report on Form 10-Q for such yearquarter, all in reasonable detail, prepared in accordance with generally accepted accounting principles, consistently applied, and certified in an audit report by independent public accountants of national standing selected by the Board of Directors of the Company, and (ii) copies of all financial statements and reports which the Company and each Consolidated Entity shall send to its stockholders or file as filed with the Securities and Exchange Commission or Commission, will satisfy the Seller’s obligations under this Section 5.1(a)(ii) with respect to such quarter); (C) as soon as available, but in any stock exchange on which any securities event not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Company Parent ending on or after December 31, 2004 a copy of the audited consolidated balance sheet of the Parent 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 and as of the end of 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 LLP or other independent certified public accountants of nationally recognized standing reasonably satisfactory to the Agent; (D) as soon as available, but in any Consolidated Entity may be listed. The Company shall also deliver to each Investor, within forty-five (45) days event not later than the fifth Business Day after the 45th day following the end of each of the first three quarters quarterly periods of each fiscal year, a copy year of the Parent, the unaudited consolidated balance sheet of the Company Parent and each Consolidated Entity its consolidated Subsidiaries as of at the end of such quarter and the related unaudited consolidated statements of income and of cash flows of the Company Parent and each Consolidated Entity its consolidated Subsidiaries for the fiscal such quarter and for the portion of the fiscal year ending on through the last day end of such quarter, setting forth in each of the foregoing balance sheets and statements to set forth case in comparative form the corresponding figures for the same corresponding period of the prior previous fiscal year, and actual versus budgeted amounts, to be in reasonable detail provided, -------- however, such financials are subject to year-end adjustments and may not ------- contain all footnotes required under generally accepted accounting principles and to be certified, subject to normal year-end audit adjustments, certified by the principal financial officer a Designated Financial Officer of the Company that they are true and accurate Parent as being fairly stated in all material respects (subject to normal year end audit and other adjustments); (E) as soon as available, but in any event not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Originator ending on or after December 31, 2004 a copy of the unaudited balance sheet of the Originator as at the end of such year and the related unaudited statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for and as of their datesthe end of the previous year, certified by a Designated Financial Officer of the Originator; (F) as soon as available, but in any event not later than the fifth Business Day after the 45th day following the end of each of the first three quarterly periods of each fiscal year of the Originator, the unaudited consolidated balance sheet of the Originator and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows of the Originator and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the corresponding period of the previous fiscal year, certified by a Designated Financial Officer of the Originator as being fairly stated in all material respects (subject to normal year end audit and other adjustments); and (G) as soon as available, but in any event not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Seller ending on or after December 31, 2004 a copy of the unaudited balance sheet of the Seller as at the end of such year and the related unaudited statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for and as of the end of the previous year, certified by a Designated Financial Officer of the Seller; all such financial statements delivered pursuant to Section 5.1(a)(i) to be (and, in the case of financial statements delivered pursuant to Section 5.1(a)(i)(D), (E), (F) and (G) shall be certified by a Designated Financial Officer of the applicable SIRVA Entity as being) complete and correct in all material respects in conformity with GAAP and to be (and, in the case of financial statements delivered pursuant to Section 5.1(a)(i)(D), (E), (F) and (G) shall be certified by a Designated Financial Officer of the applicable SIRVA Entity as being) prepared in reasonable detail in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods that began on or after the date (except as approved by such accountants or officer, as the case may be, and disclosed therein, and except, in the case of the financial statements delivered pursuant to Section 5.1(a)(i)(B) and (D), for the absence of certain notes).