Annual Statements. as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of (i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and (ii) consolidated statements of income, shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) in the case of the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and (C) the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;
Appears in 3 contracts
Samples: Note Purchase Agreement (Credit Acceptance Corporation), Note Purchase Agreement (Credit Acceptance Corporation), Note Purchase Agreement (Credit Acceptance Corporation)
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeearnings, shareholders' stockholders’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that posting on its official website or delivery within the time period specified above of the Company’s Annual Report on Form 10-K (including copies of each exhibit filed therewith) for such fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant’s certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b), so long as such Report includes each of the financial statements relating (and the comparative historical figures) referred to above, provided, however, that any such report or document as contemplated by this Section 7.1(b) which has been posted to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) Company’s official website with general access rights for the certificate required by Section 7.2 and, in the case of the financial statements relating public shall be deemed to have been delivered to the holders of Notes as contemplated by this Section 7.1(b) so long as the Company and its consolidated subsidiarieshas provided each holder of Notes prior notice, by electronic mail to the certificate required electronic address provided by Section 7.3such holder of Notes, of such posting;
Appears in 3 contracts
Samples: Note Purchase and Private Shelf Agreement (Tiffany & Co), Note Purchase and Private Shelf Agreement (Tiffany & Co), Note Purchase Agreement (Tiffany & Co)
Annual Statements. as soon as practicable within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, duplicate copies of
(i) a consolidated balance sheet of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholders' equity and cash flows changes in financial position of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that in making the examination necessary for certification of such financial statements pursuant to the preceding subclause (A), such accountants have obtained no knowledge of any Default or Event of Default or, if in the case opinion of such accountants such a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof, provided that the delivery within the time period specified above of the financial statements relating Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiariesfiled with the SEC, certified as complete and correct by a Senior Financial Officertogether with the accountant's certificate described in subclause (B) above, and
(C) shall be deemed to satisfy the certificate required by requirements of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.35.1(c);
Appears in 3 contracts
Samples: Bridge Loan Agreement (PLD Telekom Inc), Bridge Loan Agreement (Metromedia International Group Inc), Bridge Loan Agreement (PLD Telekom Inc)
Annual Statements. as soon as practicable within 90 days after the end of each fiscal year Fiscal Year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Consolidated Subsidiaries as at the end of such yearFiscal Year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Consolidated Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form the figures for the immediately preceding fiscal yearprevious Fiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating Company’s Annual Report on Form 10‑K (the “Form 10‑K”) for such Fiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10‑K if it shall have timely made Electronic Delivery thereof;
Appears in 3 contracts
Samples: Note Purchase Agreement (Tampa Electric Co), Note Purchase Agreement (Tampa Electric Co), Note Purchase Agreement (Tampa Electric Co)
Annual Statements. as soon as practicable (i) within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(iA) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year,
(ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of
(A) a consolidated subsidiaries balance sheet of Unitil and its Subsidiaries as at the end of such year, and
(B) consolidated and consolidating statements of income, changes in shareholders' ’ equity and cash flows of the Company Unitil and the Restricted Subsidiaries, its Subsidiaries for such year, ,
(C) setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, report shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the circumstancescircumstances provided that the delivery within the time period specified above of Unitil’s Form 10-K (the “Form 10-K”) for such fiscal year (together with Unitil’s annual report to shareholders, and
(Bif any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the case requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of the financial statements relating to Section 7.1(b)(ii), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if Unitil shall have timely made Electronic Delivery thereof;
Appears in 3 contracts
Samples: Note Purchase Agreement, Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp)
Annual Statements. as soon as practicable Within 90 days after the end close of each fiscal year of Vantiv (commencing with the Companyfiscal year ending December 31, and in any event within one hundred twenty (120) days thereafter2016), duplicate copies of
(i) a copy of Vantiv’s consolidated balance sheet as of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets last day of the Company fiscal year then ended and the Restricted Subsidiaries, as at the end of such year, and
(ii) Vantiv’s consolidated statements of income, shareholders' equity retained earnings, and cash flows of for the Company fiscal year then ended, and its consolidated subsidiaries accompanying notes thereto, each in reasonable detail and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case showing in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case by a report thereon of the financial statements relating to the Company and its consolidated subsidiaries, an opinion a firm of independent certified public accountants of recognized national standing, which opinion shallselected by Vantiv, without qualification, state to the effect that such the consolidated financial statements have been prepared in accordance with GAAP and present fairly, fairly in all material respects, accordance with GAAP the consolidated financial position condition of Vantiv and its Subsidiaries as of the companies being reported upon close of such fiscal year and their the results of their operations and cash flows and have been prepared in conformity with GAAP, for the fiscal year then ended and that the an examination of such accountants accounts in connection with such financial statements has been made in accordance with generally accepted auditing standardsstandards (which report shall be unqualified as to scope of such audit and shall not contain any “going concern” or like qualification; provided that such report may contain a “going concern” qualification, explanatory paragraph or emphasis solely as a result of an impending maturity within 12 months of, or an impending or actual breach of any financial covenant under, any of the Facilities (including Incremental Facilities, Incremental Equivalent Debt, and that such audit provides a reasonable basis for such opinion Refinancing Indebtedness in the circumstances, and
(B) in the case respect of any of the financial statements relating foregoing)); provided that, with respect to the Company Target or any Persons that are Subsidiaries of the Target immediately prior to the Worldpay Acquisition, Vantiv and its Restricted SubsidiariesSubsidiaries shall be permitted to deliver any computations, certified as complete certificates and correct by other documentation required under this clause (b) with equivalent documentation in accordance with IFRS or UK GAAP instead of GAAP for a Senior Financial Officer, and
(C) period of 120 days from the certificate required by Section 7.2 and, in the case date of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;Worldpay Acquisition.
Appears in 2 contracts
Samples: Amendment No. 5 (Worldpay, Inc.), Amendment No. 4 (Vantiv, Inc.)
Annual Statements. as soon as practicable within 100 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i1) a consolidated and consolidating balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii2) consolidated and consolidating statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) provided that in the case event the Company becomes a reporting company under the Exchange Act, the delivery within the time period specified above of the financial statements relating Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 2 contracts
Samples: Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)
Annual Statements. as soon as practicable Within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Borrower and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shallshall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit, without qualification, and which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Borrower and its Subsidiaries and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating Borrower’s Annual Report on Form 10–K for such fiscal year (together with the Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a–3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiaries, certified as complete filed with the Securities and correct by a Senior Financial Officer, and
Exchange Commission shall be deemed to satisfy the requirements of clauses (Ci) the certificate required by and (ii) of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;5.18(b).
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Lennox International Inc), Revolving Credit Facility Agreement (Lennox International Inc)
Annual Statements. as soon as practicable within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet statement of financial condition of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholders' equity changes in members’ capital and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAPboth generally accepted accounting principles in the United States of America consistently applied and GAAP consistently applied, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAPboth generally accepted accounting principles in the United States of America consistently applied and GAAP consistently applied, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware, without making any independent investigation, of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3making an audit in accordance with generally accepted auditing standards or did not make such an audit);
Appears in 2 contracts
Samples: Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC)
Annual Statements. as soon as practicable Within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, duplicate copies of
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Borrower and its Restricted Subsidiaries and of the Restricted Borrower and its Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows of the Company Borrower and its consolidated subsidiaries Restricted Subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company Borrower and the Restricted its Subsidiaries, for such year, ; setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
accompanied, (A1) in the case of the financial statements relating to the Company and its consolidated subsidiariesstatements, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
and (B2) in the case of the consolidating statements, either certified by a Senior Financial Officer as fairly stating, or accompanied by a report thereon by such accountants containing a statement to the effect that such consolidating financial statements relating fairly state, the financial position and the results of operations and cash flows of the companies being reported upon in all material respects in relation to the Company consolidated financial statements for the periods indicated as a whole; provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of clauses (i) and (ii) of this Section 5.20(b); provided further that if such Form 10-K does not contain consolidating information for the Borrower and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, the Borrower shall also deliver to each such holder the consolidating information described in this Section 5.20(b); and
(Ciii) a certificate of such accountants stating that in making the certificate required by Section 7.2 andexamination for such report, in they have obtained no knowledge of any Default or Event of Default, or, if they have obtained knowledge of any Default or Event of Default, specifying the case nature and period of existence thereof and the financial statements relating action the Borrower has taken or proposes to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;take with respect thereto.
Appears in 2 contracts
Samples: Revolving Credit Facility Agreement (Lennox International Inc), Advance Term Credit Agreement (Lennox International Inc)
Annual Statements. − as soon as practicable available, but in any event within 120 days after the end of each fiscal year Fiscal Year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, shareholders' changes in partners’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal yearprevious Fiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company by a report and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, shall be without qualification, a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating MLP’s SEC Form 10-K for such Fiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall, so long as the only material operating entity and other assets held by the MLP are, and the only material liabilities of the MLP are liabilities of, the Company (including, for this purpose, the Company’s Subsidiaries), be deemed to satisfy the requirements of this Section 7.1(b); and its Restricted Subsidiariesprovided, certified as complete and correct by a Senior Financial Officerfurther, and
(C) the certificate required by Section 7.2 and, in the case of the financial statements relating to that the Company and its consolidated subsidiaries, the certificate required by Section 7.3shall be deemed to have made such delivery of such SEC Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 2 contracts
Samples: Note Purchase Agreement (Alliance Resource Partners Lp), Note Purchase Agreement (Alliance Holdings GP, L.P.)
Annual Statements. as soon as practicable promptly after the same are available and in any event within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and comprehensive income and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of an independent certified registered public accountants accounting firm of recognized national standingstanding (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants accounting firm in connection with such financial statements has been made in accordance with generally accepted the standards of the Public Company Accounting Oversight Board (“PCAOB”), or the applicable auditing standardsstandards should the PCAOB standards be superseded, and that such audit provides a reasonable basis for such opinion in the circumstances, and provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made such Form 10-K available on the Securities and Exchange Commission’s XXXXX system, or its successor thereto; and
(B) in the case by a certificate of the accounting firm that reported on such financial statements relating stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate extent required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;accounting rules or guidelines).
Appears in 2 contracts
Samples: Note Purchase and Private Shelf Agreement (Arch Chemicals Inc), Note Purchase and Private Shelf Agreement (Arch Chemicals Inc)
Annual Statements. as soon as practicable (i) within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(iA) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year; and
(ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of
(A) a consolidated subsidiaries balance sheet of Unitil and its Subsidiaries as at the end of such year, and
(B) consolidated and consolidating statements of income, changes in shareholders' ’ equity and cash flows of the Company Unitil and the Restricted Subsidiaries, its Subsidiaries for such year, setting forth in each case above in Section 7.1(b)(i) and Section 7.1(b)(ii) in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the circumstances, and
provided that the delivery within the time period specified above of Unitil’s Form 10-K (Bthe “Form 10-K”) for such fiscal year (together with Unitil’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in material compliance with the case requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of the financial statements relating to Section 7.1(b)(ii), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if Unitil shall have timely made Electronic Delivery thereof;
Appears in 2 contracts
Samples: Note Purchase Agreement (Unitil Corp), Note Purchase Agreement (Unitil Corp)
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, duplicate copies of,
(i) a consolidated balance sheet of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth forth, in each case in comparative form form, the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion of independent certified public accountants of recognized national standingstanding (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Borrower’s Annual Report on Form 10-K for such fiscal year (together with the Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiariesfiled with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 6.01(b), certified as complete and correct by a Senior Financial Officerprovided, and
(C) further, that the certificate required by Section 7.2 and, in the case Borrower shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 2 contracts
Samples: Credit Agreement (Tetra Technologies Inc), Credit Agreement (Tetra Technologies Inc)
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), PROVIDED that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (United Asset Management Corp), First Amendment and Consent (United Asset Management Corp)
Annual Statements. as soon as practicable within 100 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i1) a consolidated and consolidating balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii2) consolidated and consolidating statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) provided that in the case event the Company becomes a reporting company under the Exchange Act, the delivery within the time period specified above of the financial statements relating Company’s Annual Report on Form 10‑K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10‑K if it shall have timely made Electronic Delivery thereof;
Appears in 2 contracts
Samples: Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp)
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Consolidated Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, shareholderschanges in shareholder' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Consolidated Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3making an audit in accordance with generally accepted auditing standards or did not make such an audit);
Appears in 2 contracts
Samples: Note Purchase Agreement (First Union Real Estate Equity & Mortgage Investments), Note Purchase Agreement (First Union Real Estate Equity & Mortgage Investments)
Annual Statements. as soon as practicable within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant’s certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.35.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (Spartech Corp), Note Purchase Agreement (Spartech Corp)
Annual Statements. within 90 days (or such shorter period as soon as practicable is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year Fiscal Year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal yearprevious Fiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
by an opinion thereon (A) in without a “going concern” or like qualification or exception and without any qualification or exception as to the case scope of the financial statements relating to the Company and its consolidated subsidiariesaudit on which such opinion is based, an opinion provided that such report may include references regarding audits performed by other auditors as contemplated by AU Section 543, Part of Audit Performed By Other Independent Auditors (or any successor or similar standard under GAAP)) of PricewaterhouseCoopers LLP or another independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and provided that the examination delivery within the time period specified above of the Company’s Form 10-K for such accountants in connection Fiscal Year (together with such financial statements has been made the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with generally accepted auditing standardsthe requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b); provided, and further, that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in the case of the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 2 contracts
Samples: Second Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co), Amended and Restated Note Purchase and Private Shelf Agreement (Modine Manufacturing Co)
Annual Statements. as As soon as practicable available and in any event within 90 days after the end close of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets Subsidiaries as of the Company and the Restricted Subsidiaries, as at the end close of such fiscal year, and
(ii) consolidated statements of incomeearnings, shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such fiscal year, setting forth in each case setting forth in comparative form the consolidated figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by
(A) in the case by a report thereon of the financial statements relating to the Company and its consolidated subsidiaries, an opinion a firm of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state standing selected by the Company to the effect that such the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies Company and its Subsidiaries as of the end of the fiscal year being reported upon on and their the consolidated results of the operations and cash flows and have been prepared for said year in conformity with GAAP, GAAP and that the examination of such accountants in connection with such financial statements has been made conducted in accordance with generally accepted auditing standards, standards and that included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as said accountants deemed necessary in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiariesfiled with the Securities and Exchange Commission, certified as complete and correct by a Senior Financial Officertogether with the accountant's certificate described in paragraph (7) below, and
(C) shall be deemed to satisfy the certificate required by Section 7.2 and, in the case requirements of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3this SECTION 5.16(a)(2);
Appears in 2 contracts
Samples: Note Agreement (Universal Forest Products Inc), Note Agreement (Universal Forest Products Inc)
Annual Statements. as soon as practicable Within 120 days after the end close of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(iA) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of the Restricted Subsidiaries, as at the end close of such fiscal year, and
(iiB) consolidated statements of income, shareholders' equity income and retained earnings and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Consolidated Subsidiaries for such year, setting forth fiscal year in each case setting forth in comparative form the consolidated figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by
(A) in the case by a report thereon of the financial statements relating to the Company and its consolidated subsidiaries, an opinion a firm of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state standing selected by the Company to the effect that such the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies Company and its Consolidated Subsidiaries as of the end of the fiscal year being reported upon on and their the consolidated results of the operations and cash flows and have been prepared for said year in conformity with GAAP, GAAP and that the examination of such accountants in connection with such financial statements has been made conducted in accordance with generally accepted auditing standards, standards and that included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as said accountants deemed necessary in the circumstances, and
(B) in the case of the financial statements relating to provided, that the Company may comply with the requirements of this paragraph (ii) by furnishing within the period described above, the Company’s Annual Report on Form 10-K as filed with the Securities and its Restricted Subsidiaries, certified as complete Exchange Commission and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case of the financial statements relating to provided further that the Company and also may comply with the requirements of this paragraph (ii) by publishing such documents or data on its consolidated subsidiariesInternet web page or in another publicly accessible electronic database, the certificate required by Section 7.3;unless any Lender at any time makes a written request for hard copy disclosure only.
Appears in 2 contracts
Samples: Credit Agreement (Goodrich Corp), Credit Agreement (Goodrich Corp)
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(i) a consolidated and consolidating balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, shareholders' stockholders’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the immediately preceding prior fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal year-end adjustments, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain a “going concern” or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) a certificate of such accountants stating that they have reviewed this Agreement and, if applicable, stating further that based upon their work performed in connection with their examination of such financial statements (other than consolidating statements), they are not aware of any Default or Event of Default specified in Section 11 or, if applicable, the case corresponding section of the financial statements relating Agreement, or, if they are aware of any such Default or Event of Default, specifying the nature thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officerobtain knowledge of any such Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards), and
(C) a certificate of the certificate chief financial officer stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the companies being reported on and their results of operations and income, retained earnings and stockholders’ equity, and cash flows, provided, however, that if the Company is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by the Company to such Purchaser or such Subsequent Purchaser of an Annual Report on Form 10-K or any successor form within the time period prescribed by the Commission (so long as such period does not exceed a ninety (90) day period described above) shall satisfy the requirements of this Section 6.1(c). The consolidating balance sheet and statements of income, stockholders’ equity and cash flows required by Section 7.2 and, this paragraph may be in the case of form contained in the notes to the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;included in Company’s Form 10-K.
Appears in 2 contracts
Samples: Exchange Agreement (Check Mart of New Mexico Inc), Exchange Agreement (Check Mart of New Mexico Inc)
Annual Statements. within 90 days (or such shorter period as soon as practicable is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted its Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, shareholders' equity income and cash flows and a consolidated statement of members’ equity of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case case, in comparative form form, the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating Company’s Form 10-K for such fiscal year (together with the Company’s annual report to members, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase Agreement (CHS Inc)
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Companysuch Obligor, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company such Obligor and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company such Obligor and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which UNS Electric, Inc. Note Purchase Agreement opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and and, if such Obligor is a reporting company under the Exchange Act, that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances; provided that the delivery within the time period specified above of such Obligor’s Form 10-K, and
if any, for such fiscal year (Btogether with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the case requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of the financial statements relating this Section 7.1(b); provided, further, that such Obligor shall be deemed to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase and Guaranty Agreement (Tucson Electric Power Co)
Annual Statements. within 90 days (or such shorter period as soon as practicable is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted its Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, shareholders' equity income and cash flows and a consolidated statement of members’ equity of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case case, in comparative form form, the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating Company’s Form 10-K for such fiscal year (together with the Company’s annual report to members, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 6.1(b), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Private Shelf Agreement (CHS Inc)
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant’s certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Annual Statements. as soon as practicable within 100 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholders' changes in partners’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and
(B) if applicable, a reconciliation necessary to show in reasonable detail the case effects, if any, of the financial statements relating application of ASC 810 in respect of any Investment Vehicle, provided that the delivery within the time period specified above of copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10‑K (the “Form 10‑K”) prepared in accordance with the requirements therefor and filed with the SEC shall, to the Company and its Restricted Subsidiariesextent such Form 10-K includes the information required to be delivered pursuant to this Section 7.1(b), certified as complete and correct by a Senior Financial Officerbe deemed to satisfy the Artisan Partners Holdings LP Note Purchase Agreement requirements of this Section 7.1(b); provided, and
(C) the certificate required by Section 7.2 andfurther, in the case of the financial statements relating to that the Company and its consolidated subsidiaries, the certificate required by Section 7.3shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Annual Statements. as soon as practicable available and in any event within 120 days after the end of each fiscal year of the CompanyGuarantor, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a consolidated balance sheet of the Company Guarantor and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Consolidated Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company Guarantor and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in PROVIDED that filing with the case SEC of the financial statements relating Guarantor's Annual Report on Form 10-K for such fiscal year (together with the Guarantor's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(CExchange Act) prepared in accordance with the certificate required by requirements therefor shall be deemed to satisfy the requirements of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.33.1.3(b);
Appears in 1 contract
Samples: Guaranty (Consolidated Edison Inc)
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter\Trust\Company, duplicate copies of,
(i) a consolidated balance sheet \balance sheet\statement of financial position of the Company \Trust\Company (on a consolidated basis with respect to the \Trust\Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries), as at the end of such year, and
(ii) consolidated statements of incomecomprehensive income and changes in equity, shareholders' equity cash flow and cash flows \trust unitholders’ \equity of the Company \Trust\Company (on a consolidated basis with respect to the \Trust\Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries), for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(Aby\:\\(A) in the case \ a report thereon of the financial statements relating to the Company and its consolidated subsidiaries, an opinion a firm of independent certified public chartered accountants of recognized national standing, which opinion shall, without qualification, state international standing selected by the \Trust \Company to the effect that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon \Trust\Company and its Subsidiaries and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsstandards and included such tests of the accounting records and such other auditing procedures as said accountants deemed necessary in the circumstances\, and\; \(B) a certificate of such accountants stating that, in making the audit necessary for their report on such financial statements, they have obtained no knowledge of a failure by the Company to comply with the financial covenants contained in Sections 10.1, 10.2 and 10.3 of this Agreement, or if they have obtained knowledge of a failure to comply with the financial covenants contained in Sections 10.1, 10.2 and 10.3 of this Agreement, specifying the nature and period of existence thereof (it being understood and agreed that such audit provides accountants shall not be liable to anyone by reason of their failure to obtain knowledge of a reasonable basis for such opinion in the circumstances, and
(B) in the case of failure to comply with the financial statements relating to the Company covenants contained in Sections 10.1, 10.2 and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case 10.3 of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;this Agreement).\
Appears in 1 contract
Annual Statements. as soon as practicable (i) within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(iA) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year; and
(ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of
(A) a consolidated subsidiaries balance sheet of Unitil and its Subsidiaries as at the end of such year, and
(B) consolidated and consolidating statements of income, changes in shareholders' ’ equity and cash flows of the Company Unitil and the Restricted Subsidiaries, its Subsidiaries for such year, setting forth in each case above in Section 7.1(b)(i) and Section 7.1(b)(ii) in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the circumstances, and
provided that the delivery within the time period specified above of Unitil’s Form 10-K (Bthe “Form 10-K”) for such fiscal year (together with Unitil’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in material compliance with the case requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of the financial statements relating to Section 7.1(b)(ii), provided, further, that the Company and its Restricted Subsidiariesshall be deemed to have made such delivery of such Form 10-K if Unitil shall have timely made Electronic Delivery thereof; Northern Utilities, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;Inc. Note Purchase Agreement
Appears in 1 contract
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), PROVIDED that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Annual Statements. as soon as practicable within 100 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholders' changes in partners’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), the financial position of the companies being reported upon and their results of operations and cash Artisan Partners Holdings LP Note Purchase Agreement flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and
(B) if applicable, a reconciliation necessary to show in reasonable detail the case effects, if any, of the financial statements relating application of ASC 810 in respect of any Investment Vehicle, provided that the delivery within the time period specified above of copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10-K (the “Form 10-K”) prepared in accordance with the requirements therefor and filed with the SEC shall, to the Company and its Restricted Subsidiariesextent such Form 10-K includes the information required to be delivered pursuant to this Section 7.1(b), certified as complete and correct by a Senior Financial Officerbe deemed to satisfy the requirements of this Section 7.1(b); provided, and
(C) the certificate required by Section 7.2 andfurther, in the case of the financial statements relating to that the Company and its consolidated subsidiaries, the certificate required by Section 7.3shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Annual Statements. as soon as practicable Within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
of (i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
by (A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, shareholders' stockholders’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the immediately preceding prior fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain a “going concern” or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) a certificate of such accountants stating that they have reviewed this Agreement and, if applicable, stating further that based upon their work performed in connection with their examination of such financial statements, they are not aware of any Default or Event of Default specified in Section 11 or, if applicable, the case corresponding section of the financial statements relating Indenture, or, if they are aware of any such Default or Event of Default, specifying the nature thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officerobtain knowledge of any such Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards), and
(C) a certificate of the certificate required by Section 7.2 andchief financial officer of the Company stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the case financial position of the financial statements relating to the Company Persons being reported on and its consolidated subsidiaries, the certificate required by Section 7.3;their results of operations and cash flows.
Appears in 1 contract
Samples: Purchase Agreement (Iowa Telecommunications Services Inc)
Annual Statements. as soon as practicable within 120 days after the end of each fiscal ----------------- year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating -------- Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Samples: Note Purchase and Shelf Agreement (Old Dominion Freight Line Inc/Va)
Annual Statements. as soon as practicable within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, Company duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standingstanding (which may include Xxxx Xxxxxx LLP), which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); PROVIDED that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); THE J.M. XXXXXXX XXXPANY NOTE PURCHASE AGREEMENT 11 17 (c) SEC AND OTHER REPORTS -- promptly upon their becoming available, one copy of (i) each financial statements relating to statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and its Restricted Subsidiaries(ii) each regular or periodic report, certified each registration statement that shall have become effective (without exhibits except as complete expressly requested by such holder), and correct each final prospectus and all amendments thereto filed by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company or any Subsidiary with the Securities and its consolidated subsidiaries, the certificate required by Section 7.3Exchange Commission;
Appears in 1 contract
Annual Statements. as soon as practicable within 140 days after the end of each fiscal year of the CompanyReporting Entity, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company Reporting Entity and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, shareholders' equity income and cash flows of the Company Reporting Entity and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, STERIS CORPORATION NOTE PURCHASE AGREEMENT setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in and provided that the case delivery within the time period specified above of the financial statements relating Reporting Entity’s Annual Report on Form 10-K for such fiscal year (together with the Reporting Entity’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiaries, certified as complete filed with the Securities and correct by a Senior Financial Officer, and
(C) Exchange Commission shall be deemed to satisfy the certificate required by requirements of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.37.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (STERIS PLC)
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as soon as practicable is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, GAAP and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of an independent certified registered public accountants accounting firm of recognized national standinginternational standing without any Impermissible Qualification, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination audit of such accountants in connection with such financial statements has been made registered public accounting firm was performed in accordance with generally accepted auditing standardsthe standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, andand UTi Worldwide Inc. Letter of Credit Agreement
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the case Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.15 (until the Release Date with respect to any covenant included therein), 10.3, 10.4, 10.12 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable to the Issuing Bank, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants’ report described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b), provided further that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 andshall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in the case of the financial statements relating to which event the Company and its consolidated subsidiariesshall separately deliver concurrently with such Electronic Delivery, the certificate required by Section 7.3Accountants’ Certificate;
Appears in 1 contract
Annual Statements. as soon as practicable (i) within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(iA) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year; and
(ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of
(A) a consolidated subsidiaries balance sheet of Unitil and its Subsidiaries as at the end of such year, and
(B) consolidated and consolidating statements of income, changes in shareholders' ’ equity and cash flows of the Company Unitil and the Restricted Subsidiaries, its Subsidiaries for such year, setting forth in each case above in Section 7.1(b)(i) and Section 7.1(b)(ii) in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the Northern Utilities, Inc. Note Purchase Agreement circumstances, and
provided that the delivery within the time period specified above of Unitil’s Form 10-K (Bthe “Form 10-K”) for such fiscal year (together with Unitil’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in material compliance with the case requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of the financial statements relating to Section 7.1(b)(ii), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if Unitil shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. as soon as practicable within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted its Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, shareholders' equity income and cash flows and a consolidated statement of members’ equity of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case case, in comparative form form, the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by,
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default arising under Section 10.2 insofar as such Default or Event of Default relates to Section 10.2(b)(iii)(B), Sections 10.3 through 10.5 and Section 10.7(b), and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any such Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to members, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant’s certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.3;7.1(b).
Appears in 1 contract
Samples: Note Purchase Agreement (CHS Inc)
Annual Statements. as soon as practicable within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and,
(ii) consolidated statements of incomeoperations, shareholdersstockholders' equity and cash flows of the Company and its consolidated subsidiaries Subsidiaries for such year, and
(iii) a condensed consolidating balance sheet, and consolidated and condensed consolidating statements of incomeoperations and cash flows of the Company and its Subsidiaries setting forth, shareholders' equity in each case, consolidating information sufficient to show the financial position and results of operations and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to identified in the Company foregoing clauses (i) and its consolidated subsidiaries(ii), an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that, so long as the Company and its Restricted shall not have any Unrestricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in delivery within the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the certificate required by accountants' certificates described in clauses (A) and (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Seitel Inc)
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and,
(ii) consolidated and consolidating statements of income, shareholdersstockholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting in accordance with GAAP, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, and,
(B) in the case a certificate of the financial statements relating to Authorized Financial Officer of the Company and its Restricted SubsidiariesCompany, certified as complete and correct by a Senior Financial Officerthat he is not aware of any Default or Event of Default specified in Section 11 or, if he is aware of any such Default or Event of Default, specifying the nature thereof, and
(C) the a certificate required by Section 7.2 and, in the case of the financial statements relating to Authorized Financial Officer of the Company and its consolidated subsidiariesthe Parent stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the certificate required by Section 7.3;financial position of the Persons being reported on and their results of operations and cash flows.
Appears in 1 contract
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a an audited consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) audited consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the consolidated financial position condition of the companies Company and its Subsidiaries as of the specified dates being reported upon and their consolidated results of operations and cash flows for the respective periods specified, and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating Company’s Annual Report on Form 10-K for such fiscal year (or the Company’s annual report to stockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with such accountant’s opinion, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days (or, if SEC Form 12b-25 is filed in respect of such fiscal year, 105 days) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterIssuer, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Issuer and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, shareholdersstockholders' equity and cash flows of the Company Issuer and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the immediately preceding prior fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of PricewaterhouseCoopers LLP or other comparable independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsGAAP, and that such audit examination provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of the chief financial officer of the Issuer stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows; PROVIDED, HOWEVER, that if the Issuer is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by the Issuer to such Holder of an Annual Report on Form 10-K or any successor form within the time periods above described shall satisfy the requirements of this Section 6.01(b). The consolidating balance sheet and statements of income, stockholders' equity and cash flows required by this paragraph may be in the case of form contained in the notes to the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by included in a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;Form 10-K.
Appears in 1 contract
Annual Statements. as soon as practicable and in any event within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that, in making the case audit necessary for their report on such financial statements, they have obtained no knowledge of any Default or any Event of Default, or, if they have obtained knowledge of any Default or Event of Default, specifying the nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); provided that, at such times as the Company is subject to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(Creporting requirements of Section 13 or 15(d) the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiariesExchange Act, the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Mdu Resources Group Inc)
Annual Statements. Within 105 days (or such shorter period as soon as practicable is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form N-CSR (the “Form N-CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet and schedule of investments of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted SubsidiariesCompany, as at the end of such year, and
(ii) consolidated statements of income, shareholders' equity operations and cash flows changes in net assets of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted SubsidiariesCompany, for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal yearXxxxx Xxxxxxxx Energy Total Return Fund, Inc. Note Purchase Agreement all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the Company’s Form N-CSR for such fiscal year prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements relating to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) will deliver such financial statements no later than 10 days after the certificate required by Section 7.2 and, in the case conclusion of the financial statements relating to the Company and its consolidated subsidiaries, the certificate time period required by Section 7.3above;
Appears in 1 contract
Samples: Note Purchase Agreement (Kayne Anderson Energy Total Return Fund, Inc.)
Annual Statements. within 90 days (or such shorter period as soon as practicable is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon (without a “going concern” qualification) of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Delta Natural Gas Co Inc)
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholderschanges in stockholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b) so long as such Report otherwise meets the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Meridian Industrial Trust Inc)
Annual Statements. as soon as practicable and in any event within 90 days after the end of each fiscal year of the Company, and in any event within Company (after giving effect to one hundred twenty (120) days thereafterautomatic 15-day extension pursuant to Rule 12b-25 of the Securities Exchange Act of 1934), duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion report thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, report shall be unqualified as to going concern and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAPGAAP (except as otherwise stated therein), and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, the standards of the Public Company Accounting Oversight Board United States or any successor entity thereto (solely to the extent the Company is required to comply with such standards under applicable law) and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. as soon as practicable Within 105 days (or such shorter period that is 15 days greater than the period applicable to the filing of the Parent’s Annual Report on Form 10‑K (the “Form 10‑K”) with the SEC regardless of whether Parent is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyParent, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a consolidated balance sheet of the Company Parent and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
and (ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Parent and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
by an opinion thereon (A) in without a “going concern” or similar qualification or exception and without any qualification or exception as to the case scope of the financial statements relating to the Company and its consolidated subsidiaries, an audit on which such opinion is based) of independent certified public accountants of recognized national standingstanding (provided that the Companies’ current independent public accounting firm McGladrey & Xxxxxx, LLP and any other comparable successor that is reasonably acceptable to the Required Holders shall be deemed to be so qualified), which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
provided that the delivery of any document required under this clause (Bii) within the time period specified above of Parent’s Form 10‑K for such fiscal year (together with Parent’s annual report to shareholders, if any, prepared pursuant to Rule 14a‑3 under the Securities Exchange Act of 1934) prepared in accordance with the case requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.37.1(c)(ii);
Appears in 1 contract
Annual Statements. as soon as practicable within 100 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterGuarantor, duplicate copies of,
(i) a consolidated balance sheet of the Company Guarantor and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, shareholders' equity operations and cash flows of the Company Guarantor and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event under Section 10.3(m), 10.4(a), 10.5, 10.6, 10.7 or 10.8(ii) of this Agreement that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Guarantor's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Annual Statements. as soon as practicable within 100 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholders' changes in partners’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, Artisan Partners Holdings LP Note Purchase Agreement setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and
(B) if applicable, a reconciliation necessary to show in reasonable detail the case effects, if any, of the financial statements relating application of ASC 810 in respect of any Investment Vehicle, provided that the delivery within the time period specified above of copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10‑K (the “Form 10‑K”) prepared in accordance with the requirements therefor and filed with the SEC shall, to the Company and its Restricted Subsidiariesextent such Form 10-K includes the information required to be delivered pursuant to this Section 7.1(b), certified as complete and correct by a Senior Financial Officerbe deemed to satisfy the requirements of this Section 7.1(b); provided, and
(C) the certificate required by Section 7.2 andfurther, in the case of the financial statements relating to that the Company and its consolidated subsidiaries, the certificate required by Section 7.3shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Annual Statements. as As soon as practicable available, but in any event within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Borrower and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, shareholdersstockholders' equity and cash flows of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain any qualification or material exception,
(B) in the case a certificate of the financial statements relating to Chief Financial Officer of the Company Borrower stating that he has reviewed this Agreement and its Restricted Subsidiariesthat he is not aware of any Default or, certified as complete and correct by a Senior Financial Officerif he is aware of any such Default, specifying the nature thereof, and
(C) a certificate of the certificate required by Section 7.2 andChief Financial Officer of the Borrower and the Parent stating that such financial statements have been prepared in accordance with GAAP and fairly present, in all material respects, the case financial position of the financial statements relating to the Company Persons being reported on and its consolidated subsidiaries, the certificate required by Section 7.3;their results of operations and cash flows.
Appears in 1 contract
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterParent, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Parent and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, shareholdersstockholders' equity and cash flows of the Company Parent and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the immediately preceding prior fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by
(A) in the case : an opinion thereon of the financial statements relating to the Company and its consolidated subsidiaries, an opinion of Parent's independent certified public accountants who shall be of recognized national standing, which opinion shall, without qualification, shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants accounts in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsGAAP, and that such audit examination provides a reasonable basis for such opinion in the circumstances, and
(Band a certificate of the chief financial officer of the Parent stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows; provided, however, that if the Parent is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery to the Lenders and the Agent of an Annual Report on Form 10-K or any successor form within the time periods above described shall satisfy the requirements of this Section 5.1(b). The consolidated balance sheet and statements of income, stockholders' equity and cash flows required by this paragraph may be in the case of form contained in the notes to the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by included in a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;Form 10-K.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Central European Media Enterprises LTD)
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, electronic or duplicate paper copies of
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion of by a report thereon from Deloitte & Touche LLP or other independent certified public accountants of recognized national standing, which opinion shall, without qualification, state to the effect that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Company and their its Subsidiaries and consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board, and that such audit provides a reasonable basis for such opinion report in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Company’s Annual Report on Form 10-K (the “Form 10-K”) for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in material compliance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;such Form 10-K if it shall have timely made Electronic Delivery thereof; UNITIL CORPORATION Note Purchase Agreement
Appears in 1 contract
Annual Statements. within 90 days (or such shorter period as soon as practicable is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (each, a “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, shareholders' equity and changes in cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon at the dates indicated therein and their consolidated results of operations and cash flows and have been prepared for the periods covered thereby in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Private Shelf Agreement (Oceaneering International Inc)
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year Fiscal Year of the Company, the Company shall deliver to each Noteholder and in any event within one hundred twenty (120) days thereafter, holder of Warrants duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated statements and consolidating statement of income, shareholdersconsolidated statements of stockholders' equity and cash flows and consolidating schedule of investment activities for purchases of property and equipment of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the immediately preceding fiscal yearprior Fiscal Year and, commencing with Fiscal Year 2005, the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material -50- respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not at any time following the second anniversary of the Closing Time contain a "going concern" or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) in the case a certificate of the Chief Financial Officer of the Company stating that such financial statements relating have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the Company financial position of the Persons being reported on and its Restricted Subsidiaries, certified as complete their results of operations and correct by a Senior Financial Officercash flows, and
(C) a narrative report (in the certificate form of management's discussion and analysis of such operations which would comply with the disclosure requirements of the Exchange Act with respect to management's discussion and analysis set forth in quarterly reports on Form 10-Q) describing in reasonable detail the operations, cash flows and financial condition of the Company and its Subsidiaries prepared for such Fiscal Year, PROVIDED, HOWEVER, that if the Company is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by the Company to such Purchaser and such Holder of an Annual Report on Form 10-K or any successor form within the time periods above described shall satisfy the requirements of this Section 6.01(c). The consolidating balance sheet and statements of income, stockholders' equity and cash flows and consolidating schedule of investment activities for purchases of property and equipment required by Section 7.2 and, this paragraph may be in the case form contained in the notes to the financial statements included in Company's Form 10-K. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by clauses (b) and (c) above will include a reasonably detailed presentation, either on the face of the financial statements relating to or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its consolidated subsidiariesRestricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company; PROVIDED HOWEVER that it is expressly understood that in order to comply with the requirements of this paragraph the Company need only provide a supplemental schedule to such Purchaser or Holder, as applicable, with this information and need not actually include such information in any form filed with the certificate required by Section 7.3;Commission.
Appears in 1 contract
Annual Statements. as As soon as practicable after the end of each fiscal year of the Company, available and in any event within one hundred twenty (120) 90 days thereafterafter the close of each Fiscal Year of NHLP and the REIT, duplicate copies of:
(i1) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of (A) NHLP and its Restricted Subsidiaries and (13) the Company REIT and its consolidated subsidiaries, in each case as of the Restricted Subsidiaries, as at the end close of such yearFiscal Year, and
(ii2) consolidated statements of income, shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity income and retained earnings and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in NHLP and its Restricted Subsidiaries for such Fiscal Year and (B) the case of the financial statements relating to the Company REIT and its consolidated subsidiaries, an opinion in each case setting forth in comparative form the consolidated figures for the preceding Fiscal Year, all in reasonable detail and accompanied by a report thereon of a firm of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state standing selected by NHLP to the effect that such the consolidated financial statements have been prepared in conformity with GAAP and present fairly, in all material respects, the financial position condition of NHLP and its Restricted Subsidiaries and the companies being reported upon REIT and their results of operations and cash flows and have been prepared in conformity with GAAPits consolidated Subsidiaries, as the case may be and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; and
(3) combined balance sheets of the Constituent Companies, and that in each case as of the close of such audit provides a reasonable basis for such opinion in the circumstancesFiscal Year, and
(B4) in the case combined statements of income and retained earnings and cash flows of the financial statements relating to Constituent Companies, in each case setting forth in comparative form the Company combined figures for the preceding Fiscal Year, all reasonable detail and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) an authorized financial officer of NHLP and the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3REIT;
Appears in 1 contract
Samples: Indenture of Trust and Security Agreement (National Healthcare Corp)
Annual Statements. as As soon as practicable available and in any event within 90 days after the end close of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets Subsidiaries as of the Company and the Restricted Subsidiaries, as at the end close of such fiscal year, and
(ii) consolidated statements of incomeearnings, shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such fiscal year, setting forth in each case setting forth in comparative form the consolidated figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by
(A) in the case by a report thereon of the financial statements relating to the Company and its consolidated subsidiaries, an opinion a firm of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state standing selected by the Company to the effect that such the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies Company and its Subsidiaries as of the end of the fiscal year being reported upon on and their the consolidated results of the operations and cash flows and have been prepared for said year in conformity with GAAP, GAAP and that the examination of such accountants in connection with such financial statements has been made conducted in accordance with generally accepted auditing standards, standards and that included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as said accountants deemed necessary in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Company's Annual Report on Form 10K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiariesfiled with the Securities and Exchange Commission, certified as complete and correct by a Senior Financial Officertogether with the accountant's certificate described in paragraph (7) below, and
(C) shall be deemed to satisfy the certificate required by requirements of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.35.16(A)(2);
Appears in 1 contract
Annual Statements. as As soon as practicable available, but in any event ----------------- within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(i) a consolidated and unaudited consolidating balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, shareholdersstockholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the immediately preceding prior fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal year-end adjustments, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain a "going concern" or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) a certificate of such accountants stating that they have reviewed this Agreement and, if applicable, stating further that based upon their work performed in connection with their examination of such financial statements (other than consolidating statements), they are not aware of any Default or Event of Default specified in Section 11 or, if applicable, the case corresponding section of the financial statements relating Agreement, or, if they are aware of any such Default or Event of Default, specifying the nature thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officerobtain knowledge of any such Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards), and
(C) a certificate of the certificate chief financial officer stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the companies being reported on and their results of operations and income, retained earnings and stockholders' equity, and cash flows, provided, however, that if the Company is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by the Company to such Purchaser or such Subsequent Purchaser of an Annual Report on Form 10-K or any successor form within the time periods above described shall satisfy the requirements of this Section 6.1(c). The consolidating balance sheet and statements of income, stockholders' equity and cash flows required by Section 7.2 and, this paragraph may be in the case of form contained in the notes to the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;included in Company's Form 10-K.
Appears in 1 contract
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterParent, duplicate copies of,
(i) a consolidated balance sheet of the Company Parent and its consolidated subsidiaries and consolidated and consolidating balance sheets of Subsidiaries, including the Company and the Restricted SubsidiariesCompany, as at the end of such year, and
(ii) consolidated statements of income, shareholders' changes in equity and cash flows of the Company Parent and its consolidated subsidiaries and consolidated and consolidating statements of incomeSubsidiaries, shareholders' equity and cash flows of including the Company and the Restricted SubsidiariesCompany, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies Parent and its Subsidiaries, including the Company, as of the specified dates being reported upon and their consolidated results of operations and cash flows for the respective periods specified and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Parent's Annual Report on Form 10-K for such fiscal year (or the Parent's annual report to stockholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiariesfiled with the Securities and Exchange Commission, certified as complete and correct by a Senior Financial Officertogether with such accountant's opinion, and
(C) shall be deemed to satisfy the certificate required by requirements of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.37.1(b);
Appears in 1 contract
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, duplicate copies of:
(iA) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Borrower and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(iiB) consolidated statements of income, shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' stockholders’ equity and cash flows of the Company Borrower and the Restricted Subsidiaries, its Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, such Annual Statements by:
(1) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain any qualification or material exception,
(B2) in the case a certificate of the financial statements relating to Chief Financial Officer of the Company Borrower stating that he has reviewed this Agreement and its Restricted Subsidiariesthat he is not aware of any Default or Event of Default under the Loan Documents or the Xxxxxx Loan Documents or, certified as complete and correct by a Senior Financial Officerif he is aware of any such Default or Event of Default under the Loan Documents or the Xxxxxx Loan Documents, specifying the nature thereof, and
(C3) a certificate of the certificate required by Section 7.2 andChief Financial Officer of the Borrower stating that such financial statements have been prepared in accordance with GAAP and fairly present, in all material respects, the case financial position of the financial statements relating to the Company Persons being reported on and its consolidated subsidiaries, the certificate required by Section 7.3;their results of operations and cash flows.
Appears in 1 contract
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, duplicate copies of
of (i) a consolidated balance sheet of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
and (ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiariesby a report thereon from Xxxxxx, an opinion of Xxxxxxxx & Co. Ltd. or other independent certified public accountants of recognized national standing, which opinion shall, without qualification, state to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Borrower and their its results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating Borrower’s Annual Report on Form 10-K (the “Form 10-K”) for such fiscal year (together with the Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiariesfiled with the SEC, certified as complete and correct by a Senior Financial Officershall be deemed to satisfy the requirements of this Section 5.01(b); provided further, and
(C) that the certificate required by Section 7.2 and, in the case Borrower shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Credit Agreement (Unitil Corp)
Annual Statements. as soon as practicable within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterLessee Guarantor, duplicate copies of,
(iA) a consolidated balance sheet of the Company Lessee Guarantor and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' equity and cash flows of the Company Lessee Guarantor and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such accountants, in accordance with professional standards, as to whether, in making their audit, they became aware of any condition or event that caused them to believe that the case Lessee or the Lessee Guarantor failed to comply with the terms, covenants, provisions or conditions of the financial statements relating Lease, in so far as they relate to the Company and its Restricted Subsidiariesaccounting matters, certified as complete and correct by that then constituted a Senior Financial OfficerLease Default or a Lease Event of Default, and
, if they are aware that any such conditions or event then exist, specifying the nature thereof, provided that the delivery (Ci) within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Lessee Guarantor's Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's report described in clause (B) above and (ii) within 120 days after the end of such fiscal year of the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company and its consolidated subsidiaries, Exchange Act shall be deemed to satisfy the certificate required by requirements of this Section 7.310.1(a)(ii);
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as soon as practicable is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, GAAP and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of an independent certified registered public accountants accounting firm of recognized national international standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Company and their its results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination audit of such accountants in connection with such financial statements has been made registered public accounting firm was performed in accordance with generally accepted auditing standardsthe standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the case Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company's Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the SEC, together with the certificate required by accountants' report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Annual Statements. The Company will furnish to each holder of Investor Securities as soon as practicable available, and in any event within 100 days after the end of each fiscal year of the CompanyCompany (120 days in the case of fiscal 1996), and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a the consolidated and (if requested) consolidating balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subject Entities as at the end of such year, and
fiscal year and the consolidated and (iiif requested) consolidated consolidating statements of income, shareholdersstockholders' equity and cash flows for such year of the Company and its consolidated subsidiaries and consolidated and consolidating statements of incomeSubject Entities, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth together (beginning in each case in fiscal 1998) with comparative form the figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
by (Ai) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion reports or certificates of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state to the effect that such consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity accordance with GAAPgenerally accepted accounting principles applied on a basis consistent with prior years (except as to changes described therein with which such accountants concur) and fairly present the financial condition of the Subject Entities at the dates thereof and the results of their operations for the periods covered thereby, (ii) the statement of such accountants that they have caused the provisions of this Agreement to be reviewed and that in the course of their audit of the Company nothing has come to their attention to lead them to believe that any covenant hereunder has been breached, or, if such is not the case, specifying such covenant and the nature of the breach thereof, it being understood that the examination of such accountants cannot be relied upon to give them knowledge of any such breach except as would be disclosed in connection with such financial statements has been made the course of an audit conducted in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in the case of the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(Ciii) the certificate required by Section 7.2 and, in the case of the financial statements relating to President or the Chief Financial Officer or Vice President-Controller of the Company that such officer has caused the provisions of this Agreement to be reviewed and its consolidated subsidiarieshave no knowledge of any breach, or if any such officer has such knowledge, specifying such breach, and the certificate required by Section 7.3;nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto.
Appears in 1 contract
Samples: Securities Purchase Agreement (Province Healthcare Co)
Annual Statements. as soon as practicable within 100 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholders' changes in partners’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and
(B) if applicable, a reconciliation necessary to show in reasonable detail the case effects, if any, of the financial statements relating application of ASC 810 in respect of any Variable Interest Entities, provided that, following the Reorganization, the delivery within the time period Artisan Partners Holdings LP Note Purchase Agreement specified above of copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10-K (the “Form 10-K”) prepared in accordance with the requirements therefor and filed with the SEC shall, to the Company and its Restricted Subsidiariesextent such Form 10-K includes the information required to be delivered pursuant to this Section 7.1(b), certified as complete and correct by a Senior Financial Officerbe deemed to satisfy the requirements of this Section 7.1(b); provided, and
(C) the certificate required by Section 7.2 andfurther, in the case of the financial statements relating to that the Company and its consolidated subsidiaries, the certificate required by Section 7.3shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, shareholders' changes in partners’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating MLP’s SEC Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall, so long as the only material operating entity and other assets held by the MLP are, and the only material liabilities of the MLP are liabilities of, the Company (including, for this purpose, the Company’s Subsidiaries), be deemed to satisfy the requirements of this Section 7.1(b); and its Restricted Subsidiariesprovided, certified as complete and correct by a Senior Financial Officerfurther, and
(C) the certificate required by Section 7.2 and, in the case of the financial statements relating to that the Company and its consolidated subsidiaries, the certificate required by Section 7.3shall be deemed to have made such delivery of such SEC Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase Agreement (Alliance Resource Partners Lp)
Annual Statements. as soon as practicable within 100 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholders' changes in partners’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification Artisan Partners Holdings LP Note Purchase Agreement or exception as to the scope of such audit), the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and
(B) if applicable, a reconciliation necessary to show in reasonable detail the case effects, if any, of the financial statements relating application of ASC 810 in respect of any Investment Vehicle, provided that the delivery within the time period specified above of copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10‑K (the “Form 10‑K”) prepared in accordance with the requirements therefor and filed with the SEC shall, to the Company and its Restricted Subsidiariesextent such Form 10‑K includes the information required to be delivered pursuant to this Section 7.1(b), certified as complete and correct by a Senior Financial Officerbe deemed to satisfy the requirements of this Section 7.1(b); provided, and
(C) the certificate required by Section 7.2 andfurther, in the case of the financial statements relating to that the Company and its consolidated subsidiaries, the certificate required by Section 7.3shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Annual Statements. as soon as practicable within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and,
(ii) consolidated statements of incomeoperations, shareholdersstockholders' equity and cash flows of the Company and its consolidated subsidiaries Subsidiaries for such year, and
(iii) a condensed consolidating balance sheet, and consolidated and condensed consolidating statements of incomeoperations and cash flows of the Company and its Subsidiaries setting forth, shareholders' equity in each case, consolidating information sufficient to show the financial position and results of operations and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to identified in the Company foregoing clauses (i) and its consolidated subsidiaries(ii), an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), PROVIDED that, so long as the Company and its Restricted shall not have any Unrestricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in delivery within the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificates described in clauses (A) and (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
1.2 Section 7.1(j) of the Note Purchase Agreement shall be relettered as Section 7.1(k), and a new Section 7.1(j) shall be inserted in its consolidated subsidiaries, the certificate required by Section 7.3;place to read as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (Seitel Inc)
Annual Statements. as soon as practicable Within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Borrower and its Restricted Subsidiaries and of the Restricted Borrower and its Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows of the Company Borrower and its consolidated subsidiaries Restricted Subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company Borrower and the Restricted its Subsidiaries, for such year, year with each of the financial statements delivered under clauses (i) and (ii) of this clause (b) setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
accompanied, (A1) in the case of the financial statements relating to the Company and its consolidated subsidiariesstatements, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
and (B2) in the case of the consolidating statements, either certified by a Senior Financial Officer as fairly stating, or accompanied by a report thereon by such accountants containing a statement to the effect that such consolidating financial statements relating fairly state, the financial position and the results of operations and cash flows of the companies being reported upon in all material respects in relation to the Company 49 consolidated financial statements for the periods indicated as a whole; provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of clauses (i) and (ii) of this Section 5.20 (b); provided further that if such Form 10-K does not contain consolidating information for the Borrower and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, the Borrower shall also deliver to each such holder the consolidating information described in this Section 5.20(b); and
(Ciii) a certificate of such accountants stating that in making the certificate required by Section 7.2 andexamination for such report, in they have obtained no knowledge of any Default or Event of Default, or, if they have obtained knowledge of any Default or Event of Default, specifying the case nature and period of existence thereof and the financial statements relating action the Borrower has taken or proposes to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;take with respect thereto.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Lennox International Inc)
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, shareholders' stockholders’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the immediately preceding prior fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, and (ii) shall not contain a “going concern” or like qualification, or any exception or other qualification arising out of the scope of the audit, and
(B) in the case a certificate of the chief financial officer of the Company stating that such financial statements relating have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, provided, however, with respect to holders of Shares only, if the Company is then subject to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(Creporting requirements under Section 13 or Section 15(d) the certificate required by Section 7.2 and, in the case of the financial statements relating to Exchange Act, the delivery by the Company and its consolidated subsidiaries, to such holder of Shares of an Annual Report on Form 10-K or any successor form within the certificate required by time periods above described shall satisfy the requirements of this Section 7.3;6.01(c).
Appears in 1 contract
Annual Statements. as soon as practicable within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholderschanges in stockholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of Ernst & Young LLP, or another firm of independent certified public accountants of recognized comparable national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and; and -15-
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b) so long as such requirements of the Securities and Exchange Commission continue to require that Form 10-K include the financial statements relating to the Company described in subparagraphs (i) and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(Cii) the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3above;
Appears in 1 contract
Samples: Note Purchase Agreement (Wolverine World Wide Inc /De/)
Annual Statements. within 105 days (or such shorter period as soon as practicable is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the delivery within the time period specified above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountant’s certificate described in clause (B) above (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 andshall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in the case of the financial statements relating to which event the Company and its consolidated subsidiariesshall separately deliver, concurrently with such Electronic Delivery, the certificate required by Section 7.3Accountants’ Certificate;
Appears in 1 contract
Samples: Private Shelf Agreement (Azz Inc)
Annual Statements. as soon as practicable after the end of each fiscal year of the Company, and in any event within one one-hundred twenty (120100) days thereafter, duplicate copies of,
(i) a consolidated and consolidating balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) a consolidated and consolidating statement of income of the Company and its consolidated subsidiaries for such year and consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in the case of each case consolidated financial statement, in comparative form form, the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(Ai) in the case of the consolidated financial statements relating to of the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualificationqualification (including, without limitation, qualifications related to the scope of the audit or the ability of the Company or a subsidiary thereof to continue as a going concern), state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(Bii) in the case of such consolidating statements, a statement from such independent certified public accountants that such statements were prepared using the financial same work papers as were used in the preparation of such consolidated statements relating to of the Company and its Restricted Subsidiaries, certified as complete and correct consolidated subsidiaries,
(B) a certification by a Senior Financial OfficerOfficer that such consolidated, and consolidating statements are complete and correct, and
(C) the certificate certificates required by Section 7.2 andhereof, in provided, that the case delivery of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) filed with the Securities and its consolidated subsidiaries, Exchange Commission within the certificate required time period specified above shall be deemed to satisfy the requirements of this Section 7.1(b) so long as such Annual Report contains or is accompanied by the opinions and other information otherwise specified in this Section 7.37.1(b);
Appears in 1 contract
Annual Statements. as soon as practicable available and in any event within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet and statement of capitalization of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets as of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, shareholders' changes in shareholder’s equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year Fiscal Year of Holdings and the Company, Holdings and in any event within one hundred twenty (120) days thereafter, the Company shall deliver to each Holder and Warrantshareholder duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of each of Holdings and the Company and the their respective Restricted Subsidiaries, Subsidiaries as at the end of such yearFiscal Year, and
(ii) consolidated and consolidating statements of income, shareholders' equity earnings and cash flows of each of Holdings and the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the their respective Restricted Subsidiaries, Subsidiaries for such yearFiscal Year, setting forth in each case setting forth in comparative form the figures for the immediately preceding fiscal yearprior Fiscal Year and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared pre- pared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain a "going concern" or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) unless the internal policies of the accountants prohibit the delivery thereof (as evidenced in writing to the Company), a debt compliance letter of such accountants in a form reasonably acceptable to such accountants stating that they have reviewed this Agreement and, if applicable, stating further that based upon their work performed in connection with their examination of such financial statements, nothing came to their attention that caused them to believe that the Company or any of its Restricted Subsidiaries was not in compliance with any provision of Section 8.02, 8.04, 8.18 or 8.20 insofar as such provision relates to accounting matters and, if the accountants shall have become aware of any such non-compliance, the letter will describe such non-compliance in reasonable detail,
(C) a certificate of the Chief Financial Officer of Holdings or the Company, as applicable, stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and
(D) a narrative report describing in reasonable detail the operations and financial condition of Holdings or the Company, as applicable, and their respective Restricted Subsidiaries prepared for such year; provided, however, that if Holdings or the Company, as applicable, is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by Holdings or the Company, as applicable, to such Holder and Warrantshareholder of an Annual Report on Form 10-K or any successor form within the time periods above described shall satisfy the requirements of this Section 6.01(c) and Section 6.01(g). The consolidating balance sheet and statements of earnings and cash flows required by this paragraph may be in the case form contained in the notes to the financial statements included in Company's previously filed Form 10-K. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the monthly, quarterly and annual financial information required by Sections 6.01(a), (b) and (c) and any forecast provided under Section 6.01(d) will include a reasonably detailed presentation, either on the face of the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, or in the case footnotes thereto, of the financial statements relating to condition and results of operations of the Company and its consolidated subsidiaries, Unrestricted Subsidiaries of the certificate required by Section 7.3;Company.
Appears in 1 contract
Samples: Purchase Agreement (American Coin Merchandising Inc)
Annual Statements. as soon as practicable Within 105 days after the end of each fiscal ----------------- year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, andand [EXECUTION COPY]
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the Company delivery within the time period specified above of each Obligor's Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and its Restricted Subsidiariesfiled with the Securities and Exchange Commission, certified as complete and correct by a Senior Financial Officertogether with the accountant's certificate described in clause (B) above, and
(C) shall be deemed to satisfy the certificate required by requirements of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;6.01(b); ---------------
Appears in 1 contract
Annual Statements. as As soon as practicable available and in any event within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies ofGuarantor,
(i) a consolidated balance sheet copies of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Guarantor and the Restricted Subsidiaries, its Subsidiaries as at of the end of such fiscal year, and
(ii) consolidated and consolidating statements of income, shareholderscommon stockholders' equity and cash flows of the Company Guarantor and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in each case setting forth in comparative form the case consolidated and consolidating figures as of the financial statements relating to end of and for the Company previous fiscal year and its consolidated subsidiaries, an opinion accompanied by a report thereon of a firm of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state standing selected by the Guarantor to the effect that such the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the companies Guarantor and its Subsidiaries as of the end of the fiscal year being reported upon on and their the consolidated results of the operations and cash flows and have been prepared for said year in conformity with GAAP, generally accepted accounting principles and that the examination audit of such accountants in connection with such financial statements by such accountants has been made conducted in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(Bii) in the case a report of such independent public accountants with respect to the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, specified in the case of foregoing clause (i) stating that in making the examination necessary for their report on such financial statements relating to such accountants have obtained no knowledge of any Default or Event of Default in the Company performance of any covenants under the Indenture or the Guaranty, or, if they shall have obtained knowledge of any such Default or Event of Default, specifying the same and its consolidated subsidiaries, the certificate required by Section 7.3nature thereof;
Appears in 1 contract
Samples: Guaranty Agreement (Energysouth Inc)
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above, shall be deemed to satisfy the Company and its consolidated subsidiaries, the certificate required by requirements of this Section 7.35.1(b);
Appears in 1 contract
Annual Statements. as soon as practicable Within 105 days after the end of ----------------- each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company shall provide to each Holder duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, shareholderschanges in stockholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiariessubsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Indenture and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;making an audit in accordance with generally accepted auditing standards or did not make such an audit),
Appears in 1 contract
Samples: Indenture (BDK Holdings Inc)
Annual Statements. The Company will furnish to each holder of Investor Securities as soon as practicable available, and in any event within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a the consolidated and consolidating balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subject Entities as at the end of such year, and
(ii) consolidated statements of income, shareholders' equity fiscal year and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholdersstockholders' equity and cash flows for such year of the Company and the Restricted SubsidiariesSubject Entities, for such year, setting forth in each case in together with comparative form the figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in by the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion reports or certificates of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state to the effect that such consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity accordance with GAAPgenerally accepted accounting principles applied on a basis consistent with prior years (except as to changes described therein with which such accountants concur) and fairly present the financial condition of the Subject Entities at the dates thereof and the results of their operations for the periods covered thereby, (ii) the statement of such accountants that they have caused the provisions of this Agreement to be reviewed and that in the course of their audit of the Company nothing has come to their attention to lead them to believe that any Default hereunder exists, or, if such is not the case, specifying such Default or possible Default and the nature thereof, it being understood that the examination of such accountants in connection cannot be relied upon to give them knowledge of any such Default except as it relates to accounting or auditing matters, (iii) so long as any Note remains outstanding, computations by the Company demonstrating, as of the close of such fiscal year, compliance with such financial statements has been made in accordance with generally accepted auditing standardsSections 9.4 through 9.8 hereof, inclusive, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in the case of the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(Civ) the certificate required by Section 7.2 and, in the case of the financial statements relating to President or the Chief Financial Officer of the Company that such officers have caused the provisions of this Agreement to be reviewed and its consolidated subsidiarieshave no knowledge of any Default, or if any such officer has such knowledge, specifying such Default, and the certificate required by Section 7.3;nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto.
Appears in 1 contract
Annual Statements. as soon as practicable within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty Parent (120or such longer or shorter period as is 15 days after the date the Parent is required by the SEC to file its Annual Report on Form 10-K (the “Form 10-K”) days thereafterwith the SEC regardless of whether the Parent is subject to the filing requirements thereof), duplicate copies of
(i) a consolidated balance sheet of the Company Parent and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations and retained earnings, changes in shareholders' ’ equity and cash flows of the Company Parent and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements audit has been made conducted in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Parent’s Form 10-K for such fiscal year (together with the Parent’s annual report to stockholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) filed with the certificate required by SEC shall be deemed to satisfy the requirements of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.37.1(b);
Appears in 1 contract
Samples: Master Note Purchase Agreement (Ultra Petroleum Corp)
Annual Statements. as soon as practicable available and in any event within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet and statement of capitalization of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets Subsidiaries as of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, shareholders' changes in shareholder’s equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in ; provided that the case delivery within the time period specified above of the financial statements relating Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. as soon as practicable (i) within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(iA) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year; and
(ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of
(A) a consolidated subsidiaries balance sheet of Unitil and its Subsidiaries as at the end of such year, and
(B) consolidated and consolidating statements of income, changes in shareholders' ’ equity and cash flows of the Company Unitil and the Restricted Subsidiaries, its Subsidiaries for such year, setting forth in each case above in Section 7.1(b)(i) and Section 7.1(b)(ii) in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, report shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the circumstances, and
provided that the delivery within the time period specified above of Unitil’s Form 10-K (Bthe “Form 10-K”) for such fiscal year (together with Unitil’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the case requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of the financial statements relating to Section 7.1(b)(ii), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if Unitil shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. as As soon as practicable available, but in any event within 105 days after the end of each fiscal year of the CompanyBorrower, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(i) a consolidated the balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Borrower as at the end of such year, and
(ii) consolidated year and the related statements of income, shareholders' member's equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, GAAP and accompanied by
(A) audited by independent certified public accountants of recognized standing in the case United States of America (which requirement may be deemed satisfied by delivery to the Administrative Agent and each Lender of the financial statements relating Borrower's SEC Form 10-K), which, in either case (actual or deemed delivery), shall be accompanied by actual delivery to the Company Administrative Agent and its consolidated subsidiaries, each Lender of an opinion thereon of independent certified public accountants of recognized national standingstanding in the United States of America, which opinion shall, without qualification, shall not contain any "going concern" qualification and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Borrower, as reported, and their its results of operations and cash flows and have been prepared in conformity with GAAP, GAAP and that the examination of such accountants accounts in connection with such financial statements has been made in accordance with generally accepted auditing standards, GAAP and that such audit provides a reasonable basis for such opinion opinion; provided, however, that, notwithstanding anything to the contrary in each of Sections 6.1(a)(i) and (ii) above, if at any time that any Obligation is outstanding the circumstances, and
(B) in Borrower becomes subject to the case reporting requirements of the financial statements relating Exchange Act as a reporting issuer, the reference to "60 days" and "105 days" in Sections 6.1(a)(i) and (ii) above, respectively, shall be deemed to be references to such shorter or longer period or such fewer or larger number, if any, of days as is mandated by Requirements of Law or by SEC rulemaking or regulation, or otherwise, as the Company time period by which the Borrower would then be required to file its annual reports and its Restricted Subsidiariesquarterly reports, certified as complete and correct by a Senior Financial Officerrespectively, and
(Cpursuant to Section 13(a) the certificate required by Section 7.2 and, in the case or 15(d) of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;Exchange Act.
Appears in 1 contract
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterParent Guarantor, duplicate copies of,
(i) a consolidated balance sheet of the Company Parent Guarantor and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Parent Guarantor and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Parent Guarantor’s Annual Report on Form 10-K for such fiscal year (together with the Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiaries, certified as complete filed with the Securities and correct by a Senior Financial Officer, and
(C) Exchange Commission shall be deemed to satisfy the certificate required by requirements of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.37.1(b);
Appears in 1 contract
Annual Statements. as soon as practicable within 90 days with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Company’s Annual Report on Form 10-K for such fiscal year (the “Form 10-K”) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. as soon as practicable within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), PROVIDED that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Sonic Corp)
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), provided that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company’s Annual Report on Form 10-K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the SEC, together with the accountant’s certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Annual Statements. as As soon as practicable after the end of each fiscal year ----------------- Fiscal Year of the CompanyCorporation, and in any event within one hundred twenty (120) days thereafter, duplicate copies of:
(i) a consolidated and consolidating balance sheet of the Company Group and its consolidated subsidiaries and their respective Subsidiaries as of the end of such year,
(ii) a consolidated and consolidating balance sheets statement of income and of surplus of the Company Group and the Restricted Subsidiaries, as at the end of their respective Subsidiaries for such year, and
(iiiii) a consolidated statements statement of income, shareholders' equity and cash flows changes in financial position of the Company Group and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, their respective Subsidiaries for such year, setting forth in each case in comparative form the figures for the immediately preceding fiscal yearprevious Fiscal Year, all in reasonable detaildetail and accompanied by an unqualified opinion of Auditors, which opinion shall state that said consolidated financial statements have been prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAPGAAP consistently applied, and that the examination of such accountants Auditors in connection with such financial statements has been made in accordance with generally accepted auditing standardsstandards and that said financial statements present fairly the financial condition of the Group and their respective Subsidiaries and their results of operations, except for any inconsistencies required by changes in GAAP. Each set of such annual financial statements shall be accompanied by a certificate of the Auditors, stating that they have reviewed this Agreement, and that such audit provides a reasonable basis for such opinion stating further, whether, in making their review hereof, they have become aware of any noncompliance with any of the circumstancesSections, and
(B) in , if any such noncompliance then exists, specifying the case nature and period of existence thereof, provided that a copy of the financial statements relating Corporation's Form 10K and Annual Report may be -------- submitted to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, Bank in the case satisfaction of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;these requirements.
Appears in 1 contract
Samples: Reimbursement Agreement (Grand Prix Association of Long Beach Inc)
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year Fiscal Year of Holdings and the Company, Holdings and in any event within one hundred twenty (120) days thereafter, the Company shall deliver to each Holder and Warrantshareholder duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of each of Holdings and the Company and the their respective Restricted Subsidiaries, Subsidiaries as at the end of such yearFiscal Year, and
(ii) consolidated and consolidating statements of income, shareholders' equity earnings and cash flows of each of Holdings and the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the their respective Restricted Subsidiaries, Subsidiaries for such yearFiscal Year, setting forth in each case setting forth in comparative form the figures for the immediately preceding fiscal yearprior Fiscal Year and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain a "going concern" or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) unless the internal policies of the accountants prohibit the delivery thereof (as evidenced in writing to the Company), a debt compliance letter of such accountants in a form reasonably acceptable to such accountants stating that they have reviewed this Agreement and, if applicable, stating further that based upon their work performed in connection with their examination of such financial statements, nothing came to their attention that caused them to believe that the Company or any of its Restricted Subsidiaries was not in compliance with any provision of Section 8.02, 8.04, 8.18 or 8.20 insofar as such provision relates to accounting matters and, if the accountants shall have become aware of any such non-compliance, the letter will describe such non-compliance in reasonable detail,
(C) a certificate of the Chief Financial Officer of Holdings or the Company, as applicable, stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and
(D) a narrative report describing in reasonable detail the operations and financial condition of Holdings or the Company, as applicable, and their respective Restricted Subsidiaries prepared for such year; provided, however, that if Holdings or the Company, as applicable, is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by Holdings or the Company, as applicable, to such Holder and Warrantshareholder of an Annual Report on Form 10-K or any successor form within the time periods above described shall satisfy the requirements of this Section 6.01(c) and Section 6.01(g). The consolidating balance sheet and statements of earnings and cash flows required by this paragraph may be in the case form contained in the notes to the financial statements included in Company's previously filed Form 10-K. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the monthly, quarterly and annual financial information required by Sections 6.01(a), (b) and (c) and any forecast provided under Section 6.01(d) will include a reasonably detailed presentation, either on the face of the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, or in the case footnotes thereto, of the financial statements relating to condition and results of operations of the Company and its consolidated subsidiaries, Unrestricted Subsidiaries of the certificate required by Section 7.3;Company.
Appears in 1 contract
Samples: Purchase Agreement (American Coin Merchandising Inc)
Annual Statements. as soon as practicable (i) within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(iA) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year; and
(ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of
(A) a consolidated subsidiaries balance sheet of Unitil and its Subsidiaries as at the end of such year, and
(B) consolidated and consolidating statements of income, changes in shareholders' ’ equity and cash flows of the Company Unitil and the Restricted Subsidiaries, its Subsidiaries for such year, setting forth in each case above in Section 7.1(b)(i) and Section 7.1(b)(ii) in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the circumstances, and
provided that the delivery within the time period specified above of Unitil’s Form 10-K (Bthe “Form 10-K”) for such fiscal year (together with Unitil’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in material compliance with the case requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of the financial statements relating to Section 7.1(b)(ii), provided, further, that the Company and its Restricted Subsidiariesshall be deemed to have made such delivery of such Form 10-K if Unitil shall have timely made Electronic Delivery thereof; Granite State Gas Transmission, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;Inc. Note Purchase Agreement
Appears in 1 contract
Annual Statements. as soon as practicable within 90 days after the end of each fiscal year of the CompanyBorrower, and in any event within one hundred twenty (120) days thereafter, duplicate copies a copy of:
(i) a consolidated balance sheet of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) the consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Borrower and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such yearyear (including an explanation of any adjustments to such statements that will be necessary in order to compute Consolidated Net Income in accordance with clause (b) of the definition of such term), setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) in provided that the case delivery within the time period specified above of the financial statements relating Borrower’s Annual Report on Form 10-K for such fiscal year (together with the Borrower’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its Restricted Subsidiaries, certified as complete filed with the Securities and correct by a Senior Financial Officer, and
(C) Exchange Commission shall be deemed to satisfy the certificate required by requirements of this Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.35.1(c);
Appears in 1 contract
Annual Statements. as soon as practicable Within 90 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterBorrower, duplicate copies of
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Borrower and its Restricted Subsidiaries and of the Restricted Borrower and its Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows of the Company Borrower and its consolidated subsidiaries Restricted Subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company Borrower and the Restricted its Subsidiaries, for such year, year setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
accompanied, (A1) in the case of the financial statements relating to the Company and its consolidated subsidiariesstatements, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
and (B2) in the case of the consolidating statements, either certified by a Senior Financial Officer as fairly stating, or accompanied by a report thereon by such accountants containing a statement to the effect that such consolidating financial statements relating fairly state, the financial position and the results of operations and cash flows of the companies being reported upon in all material respects in relation to the Company consolidated financial statements for the periods indicated as a whole; provided that the delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of clauses (i) and (ii) of this Section 5.20 (b); provided further that if such Form 10-K does not contain consolidating information for the Borrower and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, the Borrower shall also deliver to each such holder the consolidating information described in this Section 5.20(b); and
(Ciii) a certificate of such accountants stating that in making the certificate required by Section 7.2 andexamination for such report, in they have obtained no knowledge of any Default or Event of Default, or, if they have obtained knowledge of any Default or Event of Default, specifying the case nature and period of existence thereof and the financial statements relating action the Borrower has taken or proposes to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;take with respect thereto.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Lennox International Inc)
Annual Statements. as As soon as practicable available, but in any event within ninety (90) days after the end of each fiscal year Fiscal Year of the Company, and in any event within one hundred twenty (120) days thereafter, the Company shall deliver to each Series A Noteholder duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated statements and consolidating statement of income, shareholders' consolidated statements of stockholders’ equity and cash flows and consolidating schedule of investment activities for purchases of property and equipment of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the immediately preceding fiscal yearprior Fiscal Year and, commencing with Fiscal Year 2007, the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not at any time following the second anniversary of the Closing Time contain a “going concern” or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) in the case a certificate of the Chief Financial Officer of the Company stating that such financial statements relating have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the Company financial position of the Persons being reported on and its Restricted Subsidiaries, certified as complete their results of operations and correct by a Senior Financial Officercash flows, and
(C) a narrative report (in the certificate form of management’s discussion and analysis of such operations which would comply with the disclosure requirements of the Exchange Act with respect to management’s discussion and analysis set forth in quarterly reports on Form 10Q) describing in reasonable detail the operations, cash flows and financial condition of the Company and its Subsidiaries prepared for such Fiscal Year, provided, however, that if the Company is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by the Company to such Series A Noteholder of an Annual Report on Form 10K or any successor form within the time periods above described shall satisfy the requirements of this Section 6.01(c). The consolidating balance sheet and statements of income, stockholders’ equity and cash flows and consolidating schedule of investment activities for purchases of property and equipment required by Section 7.2 and, this paragraph may be in the case form contained in the notes to the financial statements included in Company’s Form 10K. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by clauses (b) and (c) above will include a reasonably detailed presentation, either on the face of the financial statements relating to or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its consolidated subsidiaries, Restricted Subsidiaries separate from the certificate required by Section 7.3;financial condition and results of operations of the Unrestricted Subsidiaries of the Company; provided however that it is expressly understood that in order to comply with the requirements of this paragraph the Company need only provide a supplemental schedule to such Series A Noteholder with this information and need not actually include such information in any form filed with the Commission.
Appears in 1 contract
Annual Statements. as soon as practicable (i) within 120 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of
(iA) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, Subsidiaries as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year; and
(ii) within 120 days after the end of each fiscal year of Unitil, duplicate copies of
(A) a consolidated subsidiaries balance sheet of Unitil and its Subsidiaries as at the end of such year, and
(B) consolidated and consolidating statements of income, changes in shareholders' ’ equity and cash flows of the Company Unitil and the Restricted Subsidiaries, its Subsidiaries for such year, setting forth in each case above in Section 7.1(b)(i) and Section 7.1(b)(ii) in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion by a report thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, state to the effect that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with Northern Utilities, Inc. Note Purchase Agreement such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion report in the circumstances, and
provided that the delivery within the time period specified above of Unitil’s Form 10-K (Bthe “Form 10-K”) for such fiscal year (together with Unitil’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in material compliance with the case requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of the financial statements relating to Section 7.1(b)(ii), provided, further, that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case shall be deemed to have made such delivery of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3such Form 10-K if Unitil shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. as soon as practicable within 105 days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, duplicate copies of,
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, shareholdersstockholders' equity and cash flows of the Company and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the immediately preceding previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and the other Financing Documents and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the case nature and period of the financial statements relating existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), PROVIDED that the Company and its Restricted Subsidiaries, certified as complete and correct by a Senior Financial Officer, and
(C) delivery within the certificate required by Section 7.2 and, in the case time period specified above of the financial statements relating Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Company Exchange Act) prepared in accordance with the requirements therefor and its consolidated subsidiariesfiled with the Securities and Exchange Commission, together with the accountant's certificate required by described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.37.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Igen International Inc /De)
Annual Statements. as As soon as practicable available, but in any event ----------------- within ninety (90) days after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafterIssuer, duplicate copies of:
(i) a consolidated balance sheet of the Company and its consolidated subsidiaries and consolidated and consolidating balance sheets of the Company Issuer and the Restricted Subsidiaries, its Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, shareholdersstockholders' equity and cash flows of the Company Issuer and its consolidated subsidiaries and consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and the Restricted Subsidiaries, Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the immediately preceding prior fiscal year, all in reasonable detail, prepared in accordance with GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and accompanied by:
(A) in the case of the financial statements relating to the Company and its consolidated subsidiaries, an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall, without qualification, shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the companies Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standardsstandards in the United States, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a certificate of the chief financial officer of the Issuer stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows; provided, however, that if the Issuer is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by the Issuer to such Holder of an Annual Report on Form 10-K or any successor form within the time periods above described shall satisfy the requirements of this Section 6.01(b). The consolidating balance sheet and statements of income, stockholders' equity and cash flows required by this paragraph may be in the case of form contained in the notes to the financial statements relating to the Company and its Restricted Subsidiaries, certified as complete and correct by included in a Senior Financial Officer, and
(C) the certificate required by Section 7.2 and, in the case of the financial statements relating to the Company and its consolidated subsidiaries, the certificate required by Section 7.3;Form 10-K.
Appears in 1 contract
Samples: Purchase Agreement (Intira Corp)
