Common use of Annual Audited Financials Clause in Contracts

Annual Audited Financials. To Agent and Lenders, within one hundred ------------------------- five (105) days after the end of each Fiscal Year, (i) audited Financial Statements for Borrower Representative and its Subsidiaries on a consolidated basis and (ii) unaudited Financial Statements for Borrower Representative and its Subsidiaries on a consolidating basis, consisting, in each case, of balance sheets and statements of income and retained 126 earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP, the Consolidated Financial Statements shall be certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent and the consolidating Financial Statements shall be certified by a Certifying Officer of Borrower Representative. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the financial covenants set forth on Annex ----- G, (ii) a report from such accounting firm to the effect that, in connection -- with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing material contingent liabilities and material litigation matters, and (v) the certification of a Certifying Officer that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Representative and its Subsidiaries on a consolidated and consolidating basis, as at the end of such year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; provided that consolidating financial statements shall not include statements of -------- cash flows or comparative prior year figures.

Annual Audited Financials. To Administrative Agent and Lenders, within one hundred ------------------------- five ninety (10590) days after the end of each Fiscal Year, (i) audited Financial Statements for Borrower Representative Borrowers and its their Subsidiaries on a consolidated and consolidating basis and (ii) unaudited Financial Statements for Borrower Representative and its Subsidiaries on a which consolidating basisstatements shall be unaudited), consisting, in each case, consisting of balance sheets and statements of income and retained 126 earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year and the figures contained in the Projections for such Fiscal Year, which consolidated Financial Statements shall be prepared in accordance with GAAP, the Consolidated Financial Statements shall be certified without qualificationqualification as to going concern or scope of audit matters, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent and the consolidating Financial Statements shall be certified by a Certifying Officer of Borrower RepresentativeAdministrative Agent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the financial covenants set forth on Annex ----- G, (ii) a report from such accounting firm to the effect that, in connection -- with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Administrative Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Administrative Agent and subject to standard qualifications taken by nationally recognized accounting firms, signed by such accounting firm acknowledging that Administrative Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iviii) the annual letters to such accountants in connection with their audit examination detailing material contingent liabilities and material litigation matters, and (viv) the certification of a Certifying Borrower Representative signed on behalf of each Borrower by the Chief Executive Officer or Chief Financial Officer of Borrower Representative that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Representative Borrowers and its their Subsidiaries on a consolidated and consolidating basis, as at the end of such year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; provided that consolidating financial statements shall not include statements of -------- cash flows or comparative prior year figures.;

Annual Audited Financials. To Agent and Lenders, within one hundred ------------------------- five (105) 90 days after the end of each Fiscal YearYear ending after the Closing Date, (i) audited Financial Statements for Borrower Representative Borrowers and its their Subsidiaries on a consolidated basis and (ii) unaudited Financial Statements for Borrower Representative and its Subsidiaries on a consolidating basis, consisting, in each case, consisting of balance sheets and statements of income and retained 126 earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP, the Consolidated Financial Statements shall be GAAP and certified without qualification, qualification by an independent certified public accounting firm of national standing or otherwise reasonably acceptable to Agent and (ii) a summary of the consolidating Financial Statements shall be certified by a Certifying Officer outstanding balance of Borrower Representativeall Intercompany Notes as of the last day of that Fiscal Year. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail Compliance Certificate showing the calculations used in determining compliance with each of the financial covenants set forth on Annex ----- GFinancial Covenants, (ii) a report from such accounting firm to the effect that, in connection -- with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's ’s certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing material contingent liabilities and material litigation matters, and (v) the certification of a Certifying the Chief Executive Officer or Chief Financial Officer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Representative Borrowers and its their Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; provided that consolidating financial statements shall not include statements of -------- cash flows or comparative prior year figures.

Annual Audited Financials. To Agent and Lenders, within one hundred ------------------------- five (105) 90 days after the end of each Fiscal YearYear ending after the Closing Date, (i) audited Financial Statements for Borrower Representative Borrowers and its their Subsidiaries on a consolidated basis and (ii) unaudited Financial Statements for Borrower Representative and its Subsidiaries on a consolidating basis, consisting, in each case, consisting of balance sheets and statements of income and retained 126 earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP, the Consolidated Financial Statements shall be GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise reasonably acceptable to Agent and (ii) a summary of the consolidating Financial Statements shall be certified by a Certifying Officer outstanding balance of Borrower Representativeall Intercompany Notes as of the last day of that Fiscal Year. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail Compliance Certificate showing the calculations used in determining compliance with each of the financial covenants set forth on Annex ----- GFinancial Covenants, (ii) a report from such accounting firm to the effect that, in connection -- with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in form and substance reasonably satisfactory to Agent and subject to standard qualifications taken required by nationally recognized accounting firms, signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's ’s certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing material contingent liabilities and material litigation matters, and (v) the certification of a Certifying the Chief Executive Officer or Chief Financial Officer of Borrowers that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Representative Borrowers and its their Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; provided that consolidating financial statements shall not include statements of -------- cash flows or comparative prior year figures.

Annual Audited Financials. To Agent and Lenders, within one hundred ------------------------- five (105) 105 days after the end of each Fiscal Year, (i) audited Financial Statements for Borrower Representative and its Subsidiaries on a consolidated basis and (iiunaudited) unaudited Financial Statements for Borrower Representative and its Subsidiaries on a consolidating basis, consisting, in each case, consisting of balance sheets and statements of income and retained 126 earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP, the Consolidated Financial Statements shall be GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to Agent and the consolidating Financial Statements shall be certified by a Certifying Officer of Borrower RepresentativeAgent. Such Financial Statements shall be accompanied by (i) a statement prepared in reasonable detail showing the calculations used in determining compliance with each of the financial covenants set forth on Annex ----- GFinancial Covenants, (ii) a report from such accounting firm to the effect that, in connection -- with their audit examination, nothing has come to their attention to cause them to believe that a Default or Event of Default has occurred (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default, (iii) a letter addressed to Agent, on behalf of itself and Lenders, in substantially the form and substance reasonably satisfactory to Agent and subject to standard qualifications taken by nationally recognized accounting firms, of Disclosure Schedule 4.1(a) signed by such accounting firm acknowledging that Agent and Lenders are entitled to rely upon such accounting firm's certification of such audited Financial Statements, (iv) the annual letters to such accountants in connection with their audit examination detailing material contingent liabilities and material litigation matters, and (v) the certification of a Certifying the Chief Executive Officer or Chief Financial Officer of Borrower that all such Financial Statements present fairly in accordance with GAAP the financial position, results of operations and statements of cash flows of Borrower Representative and its Subsidiaries on a consolidated and consolidating basis, as at the end of such year Fiscal Year and for the period then ended, and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have has occurred and be is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; provided that consolidating financial statements shall not include statements of -------- cash flows or comparative prior year figures.. Back to Contents