Common use of Annual and Quarterly Financial Statements Clause in Contracts

Annual and Quarterly Financial Statements. (1) beginning with the fiscal year ending December 31, 2020 and thereafter, on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 120 days after the end of each such fiscal year of Holdings), audited balance sheet and related combined statements of income and comprehensive income, combined statements of equity and combined statements of cash flows of Holdings as of the end of and for such year, and related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations and cash flows of Holdings and its Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied; (2) beginning with the fiscal quarter ending September 30, 2020 and thereafter with respect to the first three fiscal quarters of each fiscal year of Holdings, on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 60 days after the end of each such fiscal quarter of Holdings), unaudited balance sheet and related combined statements of income and comprehensive income, combined statements of equity and combined statements of cash flows of Holdings prepared in conformity with GAAP, duly certified by a Responsible Officer of Holdings with respect to such fiscal quarter; (3) as soon as available and in any event within one-hundred and twenty (120) days after the end of each fiscal year of the Initial Servicer (commencing with fiscal year ending December 31, 2020), copies of the annual unaudited balance sheet and related statements of income of the Initial Servicer, prepared in conformity with GAAP, duly certified by a Responsible Officer of the Initial Servicer with respect to such fiscal year; and (4) as soon as available and in any event within sixty (60) days after the end of the first three fiscal quarters of each fiscal year of the Initial Servicer (commencing with fiscal quarter ending September 30, 2020), copies of the quarterly unaudited balance sheet and related statements of income of the Initial Servicer, prepared in conformity with GAAP, duly certified by a Responsible Officer of the Initial Servicer with respect to such fiscal quarter. Notwithstanding the foregoing, the obligations in this clause (a) of this Section 7.05 may be satisfied with respect to financial information of Holdings by furnishing the applicable financial statements of Holdings delivered or deemed delivered under the Credit Agreement by posting such information to the Borrower’s publicly available website on the Internet containing such information, or providing a link to such website containing such information.

Annual and Quarterly Financial Statements. (1A) beginning with As soon as available, but in any event not later than the fiscal year ending December 31, 2020 and thereafter, on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 120 days after 120th day following the end of each such fiscal year of Holdings)SIRVA, Inc. ending on or after December 31, 2008, a copy of the audited consolidated balance sheet of SIRVA, Inc. and its consolidated Subsidiaries as at the end of such year and the related combined audited consolidated statements of income and comprehensive income, combined statements of equity and combined statements of cash flows of Holdings for such year, setting forth in each case in comparative form the figures for and as of the end of and 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 Ernst & Young 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, 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 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 its consolidated Subsidiaries as at the end of such quarter and the related notes theretounaudited consolidated statements of income and of cash flows of SIRVA, Inc. 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, all reported on certified by PricewaterhouseCoopers LLP or other independent public accountants a Designated Financial Officer of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception SIRVA, Inc. as to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to the effect that such consolidated financial statements present being fairly stated in all material respects (subject to normal year end audit and other adjustments) (it being agreed that the financial position and results furnishing of operations and cash flows of Holdings and its Subsidiaries as of the end of and SIRVA, Inc.’s Quarterly Report on Form 10-Q for such year on a consolidated basis in accordance with GAAP consistently applied; (2) beginning with the fiscal quarter ending September 30quarter, 2020 and thereafter with respect to the first three fiscal quarters of each fiscal year of Holdings, on or before the date on which such financial statements are required or permitted to be as filed with the SEC (orSecurities and Exchange Commission, if such financial statements are not required to be filed with will satisfy the SEC, on or before the date that is 60 days after the end of each such fiscal quarter of Holdings), unaudited balance sheet and related combined statements of income and comprehensive income, combined statements of equity and combined statements of cash flows of Holdings prepared in conformity with GAAP, duly certified by a Responsible Officer of Holdings Seller’s obligations under this Section 5.1(a)(ii) with respect to such fiscal quarter; (3) as soon as available and in any event within one-hundred and twenty (120) days after the end of each fiscal year of the Initial Servicer (commencing with fiscal year ending December 31, 2020), copies of the annual unaudited balance sheet and related statements of income of the Initial Servicer, prepared in conformity with GAAP, duly certified by a Responsible Officer of the Initial Servicer with respect to such fiscal year; and (4) as soon as available and in any event within sixty (60) days after the end of the first three fiscal quarters of each fiscal year of the Initial Servicer (commencing with fiscal quarter ending September 30, 2020), copies of the quarterly unaudited balance sheet and related statements of income of the Initial Servicer, prepared in conformity with GAAP, duly certified by a Responsible Officer of the Initial Servicer with respect to such fiscal quarter. Notwithstanding the foregoing, the obligations in this clause (a) of this Section 7.05 may be satisfied with respect to financial information of Holdings by furnishing the applicable financial statements of Holdings delivered or deemed delivered under the Credit Agreement by posting such information to the Borrower’s publicly available website on the Internet containing such information, or providing a link to such website containing such information.;

Annual and Quarterly Financial Statements. (1A) beginning with As soon as available, but in any event not later than the fiscal year ending December 31, 2020 and thereafter, on or before fifth Business Day after the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 120 days after 90th day following the end of each such fiscal year of Holdings)SIRVA, Inc. ending on or after December 31, 2007, a copy of the audited consolidated balance sheet of SIRVA, Inc. and its consolidated Subsidiaries as at the end of such year and the related combined audited consolidated statements of income and comprehensive income, combined statements of equity and combined statements of cash flows of Holdings for such year, setting forth in each case in comparative form the figures for and as of the end of and 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 Ernst & Young 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, 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 its consolidated Subsidiaries as at the end of such quarter and the related notes theretounaudited consolidated statements of income and of cash flows of SIRVA, Inc. 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 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 quarter, as filed with the Securities and Exchange 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 event not later than the fifth Business Day after the 90th day following the end of each fiscal year of the Parent ending on or after December 31, 2007 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 by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any exception, or qualification or exception as to arising out of the scope of such audit the audit, by Ernst & Young or other independent certified public accountants of nationally recognized standing reasonably satisfactory to the Agent; and (other than any exception or explanatory paragraphD) as soon as available, but in any event not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (A) an upcoming maturity date of any Indebtedness occurring within one year from later than the time such opinion is delivered or (B) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period)) to fifth Business Day after the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations and cash flows of Holdings and its Subsidiaries as of the end of and for such year on a consolidated basis in accordance with GAAP consistently applied; (2) beginning with the fiscal quarter ending September 30, 2020 and thereafter with respect to the first three fiscal quarters of each fiscal year of Holdings, on or before the date on which such financial statements are required or permitted to be filed with the SEC (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 60 days after 45th day following the end of each such fiscal quarter of Holdings), unaudited balance sheet and related combined statements of income and comprehensive income, combined statements of equity and combined statements of cash flows of Holdings prepared in conformity with GAAP, duly certified by a Responsible Officer of Holdings with respect to such fiscal quarter; (3) as soon as available and in any event within one-hundred and twenty (120) days after the end first three quarterly periods of each fiscal year of the Initial Servicer (commencing with fiscal year ending December 31Parent, 2020), copies the unaudited consolidated balance sheet of the annual Parent and its consolidated Subsidiaries as at the end of such quarter and the related unaudited balance sheet and related consolidated statements of income and of cash flows of the Initial ServicerParent and its consolidated Subsidiaries for such quarter and the portion of the fiscal year through the end of such quarter, prepared 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 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 GAAPGAAP and to be (and, duly in the case of financial statements delivered pursuant to Section 5.1(a)(i)(D) shall be certified by a Responsible Designated Financial Officer of the Initial Servicer applicable SIRVA Entity as being) prepared in reasonable detail in accordance with respect 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 such fiscal year; Section 5.1(a)(i)(B) and (4) as soon as available and in any event within sixty (60) days after the end of the first three fiscal quarters of each fiscal year of the Initial Servicer (commencing with fiscal quarter ending September 30, 2020D), copies for the absence of the quarterly unaudited balance sheet and related statements of income of the Initial Servicer, prepared in conformity with GAAP, duly certified by a Responsible Officer of the Initial Servicer with respect to such fiscal quarter. Notwithstanding the foregoing, the obligations in this clause (a) of this Section 7.05 may be satisfied with respect to financial information of Holdings by furnishing the applicable financial statements of Holdings delivered or deemed delivered under the Credit Agreement by posting such information to the Borrower’s publicly available website on the Internet containing such information, or providing a link to such website containing such informationcertain notes).