Common use of Annual Statements Clause in Contracts

Annual Statements. within 140 days after the end of each fiscal year of the Reporting Entity, copies of, (i) a consolidated balance sheet of the Reporting Entity and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income and cash flows of the Reporting Entity and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the 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 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);

Appears in 7 contracts

Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC)

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Annual Statements. within 140 120 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied reported on by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies Company and its consolidated Subsidiaries 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 5 contracts

Samples: Note Purchase Agreement (Patterson Companies, Inc.), Note Purchase Agreement (Patterson Companies, Inc.), Note Purchase Agreement (Patterson Companies, Inc.)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityBorrower, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Borrower and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) consolidated statements of income operations, shareholders' equity and cash flows changes in financial position of the Reporting Entity Borrower and its Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting Entity’s Borrower's Annual Report on Form 10-K for such fiscal year (together with the Reporting Entity’s 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 SEC, shall be deemed to satisfy the requirements of this Section 7.1(b5.1(b);

Appears in 5 contracts

Samples: Convertible Loan Agreement (Time Warner Inc/), Convertible Loan Agreement (Cdnow Inc/Pa), Convertible Loan Agreement (Time Warner Inc/)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 3 contracts

Samples: Master Shelf and Note Purchase Agreement (Brown & Brown Inc), Note Purchase Agreement (Evans Bob Farms Inc), Note Purchase Agreement (Brown & Brown Inc)

Annual Statements. within 140 120 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an unqualified opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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 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 10 K if it shall have timely made Electronic Delivery thereof;

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (Cubic Corp /De/), Note Purchase and Private Shelf Agreement (Cubic Corp /De/)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting Entity, copies ofCompany, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 filing with the delivery SEC within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’s annual report to shareholdersshareholders (when completed), 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);

Appears in 1 contract

Samples: Note Purchase Agreement (GFI Group Inc.)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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; provided that, and provided that if the Company is required to file reports with the SEC pursuant to Section 13(a) or Section 15(d) under the Exchange Act, the delivery within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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 SEC shall be deemed to satisfy the requirements of this Section 7.1(b);

Appears in 1 contract

Samples: Note Purchase Agreement (Calamos Asset Management, Inc. /DE/)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 1 contract

Samples: Master Note Purchase Agreement (Tetra Technologies Inc)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting Entity, copies ofCompany, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 provided that filing with the delivery Securities and Exchange Commission within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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 therefor; shall be deemed to satisfy the requirements of this Section 7.1(b)) if it shall have timely made Electronic Delivery thereof;

Appears in 1 contract

Samples: Note Purchase Agreement (Old Dominion Freight Line Inc/Va)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in stockholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position condition 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 1 contract

Samples: Note Purchase Agreement (Energizer Holdings Inc)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityBorrower, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Borrower and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) consolidated statements of income operations, shareholders' equity and cash flows changes in financial position of the Reporting Entity Borrower and its Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting Entity’s Borrower's Annual Report on Form 10-K for such fiscal year (together with the Reporting Entity’s 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 SEC, shall be deemed to satisfy the requirements of this Section 7.1(b5.01(b);

Appears in 1 contract

Samples: Convertible Loan Agreement (Binc Acquisition Corp)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting EntityCompany, copies of,: (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 filing with the delivery SEC within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance accordance, in all material respects, 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);

Appears in 1 contract

Samples: Note Purchase Agreement (Hni Corp)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 1 contract

Samples: Master Note Purchase Agreement (Regis Corp)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting Entity, copies ofCompany, (i) a consolidated balance sheet of the Reporting Entity Company and its consolidated Subsidiaries, as at the end of such year, and, (ii) consolidated statements of income (loss), changes in shareholders’ equity and cash flows of the Reporting Entity Company and its consolidated Subsidiaries, for such year, year and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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; provided, and provided that the delivery within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange ActAct of 1934) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission SEC, shall be deemed to satisfy the requirements of this Section 7.1(b);

Appears in 1 contract

Samples: Note Purchase Agreement (Lindsay Corp)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 1 contract

Samples: Note Purchase Agreement (Lincare Holdings Inc)

Annual Statements. within 140 95 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 1 contract

Samples: Note Purchase and Private Shelf Agreement (Schawk Inc)

Annual Statements. within 140 days after the end of each fiscal year of the Reporting Entity, copies of, (i) a consolidated balance sheet of the Reporting Entity and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income and cash flows of the Reporting Entity and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the 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 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);; STERIS CORPORATION NOTE PURCHASE AGREEMENT

Appears in 1 contract

Samples: Note Purchase Agreement (STERIS PLC)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of,: (i1) a an audited consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii2) audited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 (i) within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together prepared in accordance with the Reporting Entityrequirements therefor and filed with the Securities and Exchange Commission 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 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);

Appears in 1 contract

Samples: Note Purchase Agreement (Ruby Tuesday Inc)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting Entity, copies ofCompany, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 filing with the delivery Securities and Exchange Commission within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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), provided, further, that the Company shall 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 (Eagle Materials Inc)

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Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 PROVIDED that the delivery within the time period specified above of the Reporting Entity’s Company's Annual Report on Form 10-K for such fiscal year (together with the Reporting Entity’s 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);

Appears in 1 contract

Samples: Note Purchase Agreement (Lincare Holdings Inc)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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 SEC shall be deemed to satisfy the requirements of this Section 7.1(b);

Appears in 1 contract

Samples: Unit Purchase Agreement (PNM Resources Inc)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting Entity’s Company's Annual Report on Form 10-K for such fiscal year (together with the Reporting Entity’s 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);

Appears in 1 contract

Samples: Note Purchase Agreement (Proquest Co)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityLessee, duplicate copies of,. (iA) a consolidated balance sheet of the Reporting Entity Lessee and its Subsidiariessubsidiaries, if any, as at the end of such year, and (iiB) consolidated statements of income income, changes in shareholders' equity and cash flows of the Reporting Entity Lessee and its Subsidiariessubsidiaries, if any, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting Entity’s Lessee's Annual Report on Form 10-K for such fiscal year (together with the Reporting Entity’s Lessee's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor therefore and filed with the Securities and Exchange Commission Commission, if any, shall be deemed to satisfy the requirements of this Section 7.1(b20.03(b);.

Appears in 1 contract

Samples: Lease Agreement (Dollar General Corp)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in stockholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position condition 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 1 contract

Samples: Note Purchase Agreement (Energizer Holdings Inc)

Annual Statements. within 140 Within 105 days after the end of each the fiscal ----------------- year of the Reporting EntityCompany, duplicate copies of, , (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, Subsidiaries as at the end of such year, and and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon on 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 within the time period specified above of copies of the Reporting Entity’s Company's Annual Report on Form 10-K for such fiscal year (together with the Reporting Entity’s Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Security Exchange ActAct of 1934, as amended) 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(b7(b);.

Appears in 1 contract

Samples: Secured Note and Warrant Purchase Agreement (Sony Music Entertainment Inc)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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; provided that, and provided that if the Company is required to file reports with the Commission pursuant to Section 13(a) or Section 15(d) under the Exchange Act, the delivery within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 1 contract

Samples: Note Purchase Agreement (Calamos Asset Management, Inc. /DE/)

Annual Statements. within 140 90 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet statement of financial position of the Reporting Entity Company and its Subsidiaries, Subsidiaries as at the end of such year, and (ii) consolidated statements of income income, shareholders' equity and cash flows of the Reporting Entity Company and its Subsidiaries, Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Company 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 provided that the delivery within the time period specified above of the Reporting Entity’s Company's Annual Report on Form 10-K for such fiscal year (together with the Reporting Entity’s 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);

Appears in 1 contract

Samples: Note Purchase Agreement (Ims Health Inc)

Annual Statements. within 140 120 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i1) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii2) consolidated statements of income operations, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K (the “Form 10-K”) for such fiscal year (together with the Reporting EntityCompany’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 SEC 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 Electronic Delivery thereof;

Appears in 1 contract

Samples: Note Purchase Agreement (ITC Holdings Corp.)

Annual Statements. within 140 Within 105 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i1) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii2) consolidated statements of income operations and comprehensive income, changes in stockholders' equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 provided that the delivery within the time period specified above of the Reporting Entity’s Company's Annual Report on Form 10-K for such fiscal year (together with the Reporting Entity’s Company's annual report to shareholdersstockholders, 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);

Appears in 1 contract

Samples: Note Purchase Agreement (Odyssey Re Holdings Corp)

Annual Statements. within 140 105 days after the end of each fiscal year of the Reporting Entity, copies ofCompany, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 filing with the delivery Securities and Exchange Commission within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 1 contract

Samples: Note Purchase Agreement (Stepan Co)

Annual Statements. within 140 Within 120 days after the end of each fiscal year of the Reporting EntityCompany, duplicate copies of, (i) a consolidated balance sheet of the Reporting Entity Company and its Subsidiaries, as at the end of such year, and (ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Reporting Entity Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion 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 within the time period specified above of the Reporting EntityCompany’s Annual Report on Form 10-K for such fiscal year (together with the Reporting EntityCompany’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);

Appears in 1 contract

Samples: Note Purchase Agreement (First Investors Financial Services Group Inc)

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