Common use of Annual Audit Reports Clause in Contracts

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty (120) days after the close of each fiscal year of the Guarantor, the Loan Parties shall furnish to the Lender consolidated statements of income, cash flows and changes in stockholders' equity of the Guarantor and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Guarantor and reasonably satisfactory to the Lender. Such opinion shall be free of exceptions or qualifications not acceptable to the Lender and in any event shall be free of any exception or qualification which is of "going concern" or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Guarantor and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty ninety (12090) days after the close of each fiscal year of the GuarantorBorrowers, commencing with the fiscal year ending June 30, 1999, the Loan Parties Borrowers shall furnish to the Lender Agent, with a copy for each Bank, consolidated statements of income, retained earnings and cash flows and changes in stockholders' equity flow of the Guarantor Borrowers and its their consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Guarantor Borrowers and its their consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial , with such statements shall and balance sheet to be accompanied audited and certified by an opinion of independent certified public accountants of recognized national standing selected by the Guarantor Borrowers and reasonably satisfactory to the LenderAgent and the Banks in their reasonable discretion. Such opinion The certificate or report of such accountants shall be free of exceptions or qualifications not acceptable to the Lender Agent or the Banks in their reasonable discretion, a copy of such certificate or report shall be addressed to the Agent and the Banks and signed by such independent public accountants, and such certificate or report shall in any event shall be free of any exception or qualification which is of "going concern" or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements and balance sheet in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements and balance sheet present fairly the financial position of the Guarantor and its consolidated Subsidiaries Borrowers as of the end of such fiscal year and the results of their its operations and their its cash flows and changes in stockholders' equity flow for such fiscal year, in conformity with GAAPGAAP applied on a basis consistent with that of the preceding fiscal year (except for changes in application in which such accountants concur).

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty (120) days not later than the earlier to occur of the date after the close of each fiscal year of the GuarantorBorrower by which the Borrower is required to file its annual report on Form 10-K with the SEC (which on the Closing Date is sixty days after the close of such fiscal year) or the ninetieth day after such close of such fiscal year, the Loan Parties shall furnish to the Agent, with a copy for each Lender consolidated statements of income, cash flows and changes in stockholders' ’ equity of the Guarantor Borrower and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of an independent certified registered public accountants accounting firm of recognized national standing selected by the Guarantor Borrower and reasonably satisfactory to the LenderAgent. Such opinion shall be free of exceptions or qualifications not acceptable to the Lender Agent and in any event shall be free of any exception or qualification which is of "“going concern" ” or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Guarantor Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' ’ equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty (120) days not later than the earlier to occur of the date after the close of each fiscal year of the GuarantorParent by which the Parent is required to file its annual report on Form 10-K with the SEC (which on the Closing Date is sixty days after the close of such fiscal year) or the ninetieth day after such close of such fiscal year, the Loan Parties shall furnish to the Agent, with a copy for each Lender consolidated statements of income, cash flows and changes in stockholders' ’ equity of the Guarantor Parent and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Guarantor Parent and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of an independent certified registered public accountants accounting firm of recognized national standing selected by the Guarantor Parent and reasonably satisfactory to the LenderAgent. Such opinion shall be free of exceptions or qualifications not acceptable to the Lender Agent and in any event shall be free of any exception or qualification which is of "“going concern" ” or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Guarantor Parent and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' ’ equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty (120) 90 days after the close of each fiscal year of the GuarantorBorrower, the Loan Parties Borrower shall furnish to the Lender Administrative Agent and each of the Lenders consolidated statements of income, cash flows and changes in stockholders' equity of the Guarantor Borrower and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Guarantor Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year, together with all management letters issued, or letters stating that no management letters are being issued, in connection therewith. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Guarantor Borrower and reasonably satisfactory to the LenderAdministrative Agent. A copy of the opinion of such accountants shall be delivered to the Administrative Agent and each of the Lenders and signed by such accountants. Such opinion shall be free of exceptions or qualifications not acceptable to the Lender Administrative Agent in its reasonable discretion and in any event shall be free of any exception or qualification which is of "going concern" or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in under the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Guarantor Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty (120) days after the close of each fiscal year of the GuarantorParent, the Loan Parties shall furnish to the Agent, with a copy for each Lender consolidated statements of income, cash flows and changes in stockholders' ’ equity of the Guarantor Parent and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Guarantor Parent and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Guarantor Parent and reasonably satisfactory to the LenderAgent. Such opinion shall be free of exceptions or qualifications not acceptable to the Lender Agent and in any event shall be free of any exception or qualification which is of "“going concern" ” or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Guarantor Parent and its consolidated Subsidiaries consolidatedSubsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' ’ equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty (120) 120 days after the close of each fiscal year of the GuarantorBorrower, the Loan Parties Borrower shall furnish to the Lender Administrative Agent, with a copy for each Lender, consolidated statements of income, cash flows and changes in stockholders' equity of the Guarantor Borrower and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of for the Guarantor Borrower and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth prepared on a comparative basis in comparative form the corresponding figures for the preceding fiscal yearaccordance with GAAP. Such financial statements shall be accompanied by an opinion of Arthxx Xxxexxxx XXX or other independent certified public accountants of recognized national standing selected by the Guarantor Borrower and reasonably satisfactory to the LenderAdministrative Agent. Such opinion shall be free of exceptions any exception, qualification or qualifications explanation not reasonably acceptable to the Lender Administrative Agent (and in any event shall be free of any exception exception, qualification or qualification which is of "explanation relating to ability to continue as a going concern" or like nature or which relates to , a limited scope of examinationexamination or independence). Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (ix) such accountants examined audited such consolidated financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (iiy) in the opinion of such accountants such audited financial statements present fairly fairly, in all material respects, the financial position of the Guarantor Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty (120) 90 days after the close of each fiscal year of the GuarantorBorrowers, the Loan Parties Borrowers shall furnish to the Lender Administrative Agent and each of the Lenders consolidated statements of income, cash flows and changes in stockholders' equity of the Guarantor Borrowers and its consolidated the Excluded Subsidiaries for such fiscal year and a consolidated balance sheet of the Guarantor Borrowers and its consolidated the Excluded Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year, together with all management letters issued, or letters stating that no management letters are being issued, in connection therewith. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Guarantor Borrowers and reasonably satisfactory to the LenderAdministrative Agent. A copy of the opinion of such accountants shall be delivered to the Administrative Agent and each of the Lenders and signed by such accountants. Such opinion shall be free of exceptions or qualifications not acceptable to the Lender Administrative Agent in its reasonable discretion and in any event shall be free of any exception or qualification which is of "going concern" or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in under the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Guarantor and its consolidated Subsidiaries Borrowers as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any -------------------- event within one hundred twenty (120) days after the close of each fiscal year of the GuarantorBorrowers, commencing with the fiscal year ending June 30, 2002, the Loan Parties Borrowers shall furnish to the Lender Bank, consolidated statements of income, retained earnings and cash flows and changes in stockholders' equity flow of the Guarantor Borrowers and its their consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Guarantor Borrowers and its their consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial , with such statements shall and balance sheet to be accompanied audited and certified by an opinion of independent certified public accountants of recognized national standing selected by the Guarantor Borrowers and reasonably satisfactory to the LenderBank in its reasonable discretion. Such opinion The certificate or report of such accountants shall be free of exceptions or qualifications not acceptable to the Lender Bank in its reasonable discretion, a copy of such certificate or report shall be addressed to the Bank and signed by such independent public accountants, and such certificate or report shall in any event shall be free of any exception or qualification which is of "going concern" or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements and balance sheet in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements and balance sheet present fairly the financial position of the Guarantor and its consolidated Subsidiaries Borrowers as of the end of such fiscal year and the results of their its operations and their its cash flows and changes in stockholders' equity flow for such fiscal year, in conformity with GAAPGAAP applied on a basis consistent with that of the preceding fiscal year (except for changes in application in which such accountants concur).

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty (120) 90 days after the close of each fiscal year of the GuarantorBorrowers, the Loan Parties Borrowers shall furnish to the Lender Administrative Agent and each of the Lenders consolidated statements of income, cash flows and changes in stockholders' equity of the Guarantor and its consolidated Subsidiaries Borrowers for such fiscal year and a consolidated balance sheet of the Guarantor and its consolidated Subsidiaries Borrowers as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year, together with all management letters issued, or letters stating that no management letters are being issued, in connection therewith. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Guarantor Borrowers and reasonably satisfactory to the LenderAdministrative Agent. A copy of the opinion of such accountants shall be delivered to the Administrative Agent and each of the Lenders and signed by such accountants. Such opinion shall be free of exceptions or qualifications not acceptable to the Lender Administrative Agent in its reasonable discretion and in any event shall be free of any exception or qualification which is of "going concern" or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in under the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Guarantor and its consolidated Subsidiaries Borrowers as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty ninety (12090) days after the close of each fiscal year of the GuarantorBorrower, the Loan Parties Borrower shall furnish deliver to the Lender Administrative Agent consolidated statements of income, cash flows and changes in stockholders' equity of the Guarantor Borrower and its consolidated Subsidiaries subsidiaries for such fiscal year and a year, consolidated balance sheet sheets of the Guarantor Borrower and its consolidated Subsidiaries subsidiaries as of the close of such fiscal year, and notes to eachthereto, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing selected by the Guarantor and reasonably satisfactory to the LenderBorrower. Such opinion shall be free of exceptions other than exceptions for accounting changes or qualifications for matters relating solely to internal controls which do not acceptable affect the reported values of the Collateral and which are not reasonably likely to the Lender and result in any event shall be free a violation of any exception Section 6.7(a) or qualification which is of "going concern" or like nature or which relates to a limited scope of examination(b) hereof. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly in all material respects the financial position of the Guarantor Borrower and its consolidated Subsidiaries subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP. Each annual audited financial statement delivered pursuant to this Agreement shall be accompanied by a schedule of Indebtedness and liabilities and a description of material liens, judgments and litigation.

Annual Audit Reports. As soon as practicable, and in any event within one hundred twenty (120) days after the close of each fiscal year of the GuarantorParent, the Loan Parties shall furnish to the Agent, with a copy for each Lender consolidated statements of income, cash flows and changes in stockholders' equity of the Guarantor Parent and its consolidated Subsidiaries for such fiscal year and a consolidated balance sheet of the Guarantor Parent and its consolidated Subsidiaries as of the close of such fiscal year, and notes to each, all in reasonable detail, setting forth in comparative form the corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by an opinion of independent certified public accountants of recognized national standing selected by the Guarantor Parent and reasonably satisfactory to the LenderAgent. Such opinion shall be free of exceptions or qualifications not acceptable to the Lender Agent and in any event shall be free of any exception or qualification which is of "going concern" or like nature or which relates to a limited scope of examination. Such opinion in any event shall contain a written statement of such accountants substantially to the effect that (i) such accountants examined such financial statements in accordance with generally accepted auditing standards and accordingly made such tests of accounting records and such other auditing procedures as such accountants considered necessary in the circumstances and (ii) in the opinion of such accountants such financial statements present fairly the financial position of the Guarantor Parent and its consolidated Subsidiaries as of the end of such fiscal year and the results of their operations and their cash flows and changes in stockholders' equity for such fiscal year, in conformity with GAAP.