Common use of Annual Statements Clause in Contracts

Annual Statements. within 105 days after the end of each fiscal year of the Company, copies of (1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and (2) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation 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 standards, 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 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 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 Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 Within 120 days after the end close of each fiscal year of the Company, copies of: (1A) a consolidated balance sheet sheets of the Company and its Consolidated Subsidiaries as at of the end close of such fiscal year, and (2B) consolidated statements of income, changes in shareholders’ equity income and retained earnings and cash flows of the Company and its Consolidated Subsidiaries for such year, setting forth fiscal year in each case setting forth in comparative form the consolidated figures for the previous preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by an opinion a report thereon of a firm of independent public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation and shall 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, provided provided, that the delivery Company may comply with the requirements of this paragraph (ii) by furnishing within the time period specified above of described above, the Company’s '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 as filed with the SEC shall be deemed to satisfy Securities and Exchange Commission and provided further that the Company also may comply with the requirements of this Section 7.1(b)paragraph (ii) by publishing such documents or data on its Internet web page or in another publicly accessible electronic database, provided further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;unless any Lender at any time makes a written request for hard copy disclosure only.

Annual Statements. within 105 120 days after the end of each fiscal year of the Company, duplicate copies of: (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2ii) consolidated statements of income, income and changes in shareholders’ equity and cash flows and of the 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 public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation 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 standards, 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 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 SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided and provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K 10‑K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 days after the end of each fiscal year of the Company, duplicate copies of, (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 an independent registered public accountants of recognized national standingaccounting firm, which opinion shall not contain a “going concern” or scope or like limitation and shall state 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 with GAAP, and that the examination audit by such independent registered public accounting firm of such accountants in connection with such consolidated 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 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 SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); provided, provided further, that the Company shall also be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 days after the end of each fiscal year of the Company, duplicate copies of, (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 not contain a “going concern” or scope or like limitation 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 standards, 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 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 SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 120 days after the end of each fiscal year of the Company, duplicate copies of: (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2ii) consolidated statements of income, income and changes in shareholders’ equity and cash flows and of the 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 public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation 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 standards, 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 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 SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided and provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 days after the end of each fiscal year of the Company, duplicate copies of, (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 not contain a “going concern” or scope or like limitation 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 standards, 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 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 SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 days after the end of each fiscal year of the Company, copies of (1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and (2) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Company and their the results of its 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 accounting standards, and that such audit provides a reasonable basis for such opinion in the circumstances; provided, provided in the event the Company becomes a “reporting issuer” under the Exchange Act, 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 SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K and annual report if it shall have timely made Electronic Delivery thereof;; and

Annual Statements. within 105 days after the end of each fiscal year of the Company, duplicate copies of, (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 not contain standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope or like limitation and of such audit), 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 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 SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 90 days after the end of each fiscal year of the Company, copies a copy of: (1i) a consolidated balance sheet of the Company and its Subsidiaries Restricted Subsidiaries, as at the end of such year, and (2ii) the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries 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 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 not contain a “going concern” or scope or like limitation 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 standards, 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 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 SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b6.1(c), provided further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 120 days after the end of each fiscal year of the Company, duplicate copies of: (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, andand South Jersey Gas Company Note Purchase Agreement (2ii) consolidated statements of income, income and changes in shareholders’ equity and cash flows and of the 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 public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation 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 standards, 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 the Company’s Annual Report on Form 10-K 10‑K for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 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 and provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K 10‑K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 days after the end of each fiscal year of the Company, duplicate copies of, (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 not contain a “going concern” or scope or like limitation and shall 16 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 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 SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 120 days after the end of each fiscal year of the Company, duplicate copies of: (1) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2) consolidated statements of income, changes in shareholders’ equity income and statements of cash flows of the 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 not contain a “going concern” or scope or like limitation and 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 the delivery within the time period specified above of the Company’s Annual Report on Form 10-K (the “Form 10-K”) for such fiscal year (together with the Company’s annual report to shareholdersmembers, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 120 days after the end of each fiscal year of the Company, duplicate copies of, (1) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2) consolidated statements of incomeincome or operations, changes in shareholders’ equity and cash flows of the 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 not contain a “going concern” or scope or like limitation 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 Companies 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 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 SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 days after the end of each fiscal year of the Company, copies of (1) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and (2) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon Company and their the results of its 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 accounting standards, and that such audit provides a reasonable basis for such opinion in the circumstances; provided, provided in the event the Company becomes a “reporting issuer” under the Exchange Act, 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 SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K and annual report if it shall have timely made Electronic Delivery thereof;; and

Annual Statements. within 105 days after the end of each fiscal year of the Company, duplicate copies of, (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 an independent registered public accountants of recognized national standingaccounting firm, which opinion shall not contain a “going concern” or scope or like limitation and shall state 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 with GAAP, and that the examination audit by such independent registered public accounting firm of such accountants in connection with such consolidated 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 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 SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); provided, provided further, that the Company shall also be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 as soon as available, but in any event no later than 90 days after the end of each fiscal year Fiscal Year of the Company, duplicate copies of: (1i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and (2ii) consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of KPMG LLP or any other firm of independent certified public accountants of recognized national standing, standing which opinion shall not contain be qualified with respect to scope limitations imposed by the Company or its Subsidiaries, the status of the Company and its Subsidiaries as a “going concern” , or scope the accounting principles followed by the Company or like limitation 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 any Subsidiary not in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancesGAAP, provided that the delivery within the time period specified above of the Company’s Annual Report on Form 10-K (the “Form 10-K”) for such fiscal year Fiscal Year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 120 days after the end of each fiscal year Fiscal Year-End of the CompanyCompanies, duplicate copies of (1i) a consolidated balance sheet of the Company and its Subsidiaries Consolidated Group as at the end of such year, and (2ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries Consolidated Group for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation 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 standards, 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 the Company’s Annual Report on KMG Chemicals’ Form 10-K for such fiscal year Fiscal Year (together with the Company’s KMG Chemicals’ 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 SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company Companies shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 90 days after the end of each fiscal year of the Company, copies of (1i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and (2ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 public accountants of recognized national international standing, which opinion shall not contain a “going concern” or scope or like limitation and 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 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 the delivery within the time period specified above of the 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 SEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided provided, further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof, in which case the time of delivery shall be deemed to be the time of filing or availability, as applicable;

Annual Statements. within 105 80 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, copies of, (1i) a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, and (2ii) consolidated statements of incomeoperations, changes in shareholders’ equity and comprehensive income and cash flows of the 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 public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation 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 standards, 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 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 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 Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;

Annual Statements. within 105 days after the end of each fiscal year of the Company, duplicate copies of, (1i) a consolidated balance sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and (2ii) consolidated statements of income, changes in shareholders’ equity and cash flows of the 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 Prepared in accordance with GAAP, and accompanied by an opinion thereon of an independent registered public accountants of recognized national standingaccounting firm, which opinion shall not contain a “going concern” or scope or like limitation and shall state 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 with GAAP, and that the examination audit by such independent registered public accounting firm of such accountants in connection with such consolidated 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 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 SEC Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b); provided, provided further, that the Company shall also be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;