Audit Rights; Financial Information. Contractor shall make available for inspection by Continental and its outside auditors and advisors, within a reasonable period of time after Continental makes a written request therefor, all of Contractor's books and records (including all financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Contractor, if any) as necessary to audit any reimbursement of expenses set forth on Appendix 3 of Schedule 3 hereto. In connection with such audit, Continental and its outside auditors and advisors shall be entitled to make copies and notes of such information as they deem necessary and to discuss such records with Contractor's Chief Financial Officer or such other employees or agents of Contractor knowledgeable about such records. Upon the reasonable written request of Continental or its outside auditors or advisors, Contractor will cooperate with Continental and its outside auditors and advisors to permit Continental and its outside auditors and advisors access to Contractor's outside auditors for purposes of reviewing such records. In addition, Contractor and Parent shall deliver or cause to be delivered to Continental (I) as soon as available, but in any event within 90 days after the end of each fiscal year, a copy of the consolidated balance sheet of Parent, as at the end of such year, and the related consolidated statements of income and retained earnings and of cash flows of Parent for such year, setting forth in each case in comparative form the figures for the previous year, reported on by an independent certified public accountants of nationally recognized standing; and (II) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year, the unaudited consolidated balance sheet of Parent, as at the end of such quarter, and the related unaudited consolidated statements of income and retained earnings and of cash flows of Parent for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a responsible officer of Parent, as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that no party shall be required to deliver financial statements pursuant to this sentence if such party is a reporting issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and such financial statements are timely filed with the Securities and Exchange Commission pursuant thereto. All financial statements delivered hereunder shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).
Appears in 2 contracts
Samples: Capacity Purchase Agreement (Republic Airways Holdings Inc), Capacity Purchase Agreement (Republic Airways Holdings Inc)
Audit Rights; Financial Information. Contractor shall make available for inspection by Continental United and its outside auditors and advisors, within a reasonable period of time after Continental United makes a written request therefor, all of Contractor's ’s books and records (including all financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Contractor, if any) (i) as necessary to audit any reimbursement payments made or amounts or setoff pursuant to this Agreement, and (ii) otherwise related to Contractor’s provision of expenses set forth on Appendix 3 Contractor Services to United or any of Schedule 3 heretoContractor’s other obligations under this Agreement, including without limitation relating to the performance, regulatory and operational standards in Sections 4.2, 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.17, 4.18, 4.19, 4.20 and 4.22 (all such books and records, collectively, the “CPA Records”). In connection with such audit, Continental United and its outside auditors and advisors shall be entitled to make copies and notes of such information as they deem necessary and to discuss such records with Contractor's ’s Chief Financial Officer or such other employees or agents of Contractor knowledgeable about such records. Upon the reasonable written request of Continental United or its outside auditors or advisors, Contractor will cooperate with Continental United and its outside auditors and advisors to permit Continental United and its outside auditors and advisors access to Contractor's ’s outside auditors for purposes of reviewing such records. Any audit conducted pursuant to this Section 3.5 shall be paid for by United, unless pursuant to such audit it is determined that Contractor owes United in excess of [***], in which case Contractor shall pay to United the entire costs and expenses incurred by United in connection with such audit. In addition, Contractor and Parent shall deliver or cause to be delivered to Continental United (I) as soon as available, but in any event within 90 days after the end of each fiscal year, a copy of the consolidated balance sheet of ParentContractor, as at the end of such year, and the related consolidated statements of income and retained earnings and of cash flows of Parent for such year, setting forth in each case in comparative form the figures for the previous year, reported on by an independent certified public accountants of nationally recognized standing; and (II) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year, the unaudited consolidated balance sheet of ParentContractor, as at the end of such quarter, and the related unaudited consolidated statements of income and retained earnings and of cash flows of Parent for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a responsible officer of Parent, Contractor as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that no party Contractor shall not be required to deliver financial statements pursuant to this sentence if such party at any time that Contractor is a reporting issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and such financial statements are timely filed with the Securities and Exchange Commission pursuant thereto. All financial statements delivered hereunder shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).
Appears in 2 contracts
Samples: Capacity Purchase Agreement (Mesa Air Group Inc), Capacity Purchase Agreement (Mesa Air Group Inc)
Audit Rights; Financial Information. Contractor shall make available for inspection by Continental United and its outside auditors and advisors, within a reasonable period of time after Continental United makes a written request therefor, all of Contractor's ’s books and records (including all financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Contractor, if any) (i) as necessary to audit any reimbursement payments made or amounts or setoff pursuant to this Agreement, and (ii) otherwise related to Contractor’s provision of expenses set forth on Appendix 3 Contractor Services to United or any of Schedule 3 heretoContractor’s other obligations under this Agreement, including without limitation relating to the performance, regulatory and operational standards in Sections 4.2, 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.17, 4.18, 4.19, 4.20 and 4.22 (all such books and records, collectively, the “CPA Records”). In connection with such audit, Continental United and its outside auditors and advisors shall be entitled to make copies and notes of such information as they deem necessary and to discuss such records with Contractor's ’s Chief Financial Officer or such other employees or agents of Contractor knowledgeable about such records. Upon the reasonable written request of Continental United or its outside auditors or advisors, Contractor will cooperate with Continental United and its outside auditors and advisors to permit Continental United and its outside auditors and advisors access to Contractor's ’s outside auditors for purposes of reviewing such records. Any audit conducted pursuant to this Section 3.5 shall be paid for by United, unless pursuant to such audit it is determined that Contractor owes United in excess of [***] in which case Contractor shall pay to United the entire costs and expenses incurred by United in connection with such audit. In addition, Contractor and Parent shall deliver or cause to be delivered to Continental United (I) as soon as available, but in any event within 90 [***] days after the end of each fiscal year, a copy of the consolidated balance sheet of ParentContractor, as at the end of such year, and the related consolidated statements of income and retained earnings and of cash flows of Parent for such year, setting forth in each case in comparative form the figures for the previous year, reported on by an independent certified public accountants of nationally recognized standing; and (II) as soon as available, but in any event not later than 45 [***] days after the end of each of the first three quarterly [***]periods of each fiscal year, the unaudited consolidated balance sheet of ParentContractor, as at the end of such quarter, and the related unaudited consolidated statements of income and retained earnings and of cash flows of Parent for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a responsible officer of Parent, Contractor as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that no party Contractor shall not be required to deliver financial statements pursuant to this sentence if such party at any time that Contractor is a reporting issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and such financial statements are timely filed with the Securities and Exchange Commission pursuant thereto. All financial statements delivered hereunder shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).. Without limiting, and in addition to, the foregoing in this Section 3.5, upon United’s delivery of a written notice at any time and from time to time pursuant to this Section 3.5 (any such notice, a “3.5 Notice”), Contractor shall promptly provide responsive information, which shall in all events be responsive to any specific information requests delivered by United in any such 3.5 Notice, together with reasonable supporting documentation (which, in the case of projected information, will include reasonable supporting assumptions), it being understood that a
Appears in 1 contract
Audit Rights; Financial Information. Contractor shall make available for inspection by Continental United and its outside auditors and advisorsadvisors during normal business hours, within a reasonable period of time after Continental United makes a written request therefor, all of Contractor's ’s books and records (including all financial relating to the Covered Aircraft or Charter Aircraft and accounting records and operations reportsthis Agreement or any Ancillary Agreement, in each case for the preceding 24-month period and, with respect to books and records related to an ongoing good faith dispute arising during such 24-month period (or, with regard to any Reconciled Expenses or any dispute involving Reconciled Expenses, the 24-month period following the date such Reconciled Expenses (or documentation thereof) were presented to United by Contractor or a third party), for any additional period until the final resolution of other subsidiaries or affiliates of Contractorsuch dispute (each such period, if anyan “Audit Period”) as necessary to audit (a) any reimbursement of expenses set forth on Appendix 3 of Schedule 3 heretohereto and/or incentive or rebate, (b) any agreement or arrangement upon which the block hour rates and other terms of a separate capacity purchase agreement are based pursuant to Section 2.05(a) or 2.08(h), or (c) any calculations pursuant to Section 3.07 (all such books and records collectively, “CPA Records”). In connection with such audit, Continental United and its outside auditors and advisors shall be entitled to make copies and notes of such information CPA Records as they deem necessary and to discuss such records CPA Records with Contractor's ’s Chief Financial Officer or such other employees or agents of Contractor knowledgeable about such records. Upon Notwithstanding the reasonable written request of Continental or its outside auditors or advisorsforegoing, Contractor will cooperate with Continental and its outside auditors and advisors shall not be required to permit Continental and provide United or its outside auditors and advisors access to Contractor's outside auditors for purposes (x) any agreement or arrangement upon which the block hour rates and other terms of reviewing such records. In addition, Contractor and Parent shall deliver a separate capacity purchase agreement are based pursuant to Section 2.05(a) or cause to be delivered to Continental 2.08(h) or (Iy) as soon as available, but any CPA Records in any event within 90 days after the end of each fiscal year, a copy connection with an audit of the consolidated balance sheet matters described in clauses (c) or (d) of Parentthis Section 3.05, as at the end of such year, and the related consolidated statements of income and retained earnings and of cash flows of Parent for such year, setting forth in each case in comparative form to the figures for the previous year, reported on extent that Contractor is prohibited from doing so by an independent certified public accountants of nationally recognized standing; and (II) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year, the unaudited consolidated balance sheet of Parent, as at the end of such quarter, and the related unaudited consolidated statements of income and retained earnings and of cash flows of Parent for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a responsible officer of Parent, as being fairly stated in all material respects (subject to normal year-end audit adjustments)confidentiality agreement; provided, that no Contractor shall (i) upon the request of United, use its commercially reasonable efforts to allow, at United’s cost, an independent third party shall be required selected by United to deliver financial statements pursuant review such CPA Records and provide United with a summary setting forth (A) in connection with an audit of the matters described in clause (b) of this Section 3.05, the block hour rates and other economic terms of the Similar Economic Term Transaction, and, if applicable, acquisition costs and (B) in connection with an audit of the matters described in clauses (c) or (d) of this Section 3.05, a summary of any costs, expenses or revenues used to this sentence if such party is a reporting issuer calculate amounts pursuant to Section 13 or 15(d3.07, and (ii) to the extent that Contractor, after using its commercially reasonable efforts, is unable to comply with the preceding clause (i), Contractor shall provide United with a certificate signed by an authorized officer of Contractor setting forth (A) in connection with an audit of the matters described in clause (b) of this Section 3.05, the Securities Exchange Act block hour rates and other economic terms of 1934the Similar Economic Term Transaction, as amendedand, if applicable, acquisition costs and (B) in connection with an audit of the matters described in clauses (c) or (d) of this Section 3.05, a summary of any costs, expenses or revenues used to calculate amounts pursuant to Section 3.07. Following the termination of each respective Audit Period, United’s right to audit the CPA Records for such financial statements are timely filed with the Securities and Exchange Commission pursuant thereto. All financial statements delivered hereunder Audit Period shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein)terminate.
Appears in 1 contract
Audit Rights; Financial Information. Unless prohibited by confidentiality obligations, Contractor shall make available for inspection by Continental United and its outside auditors and advisorsduring normal business hours, within a reasonable period of time after Continental United makes a written request therefor, all which request shall be given no later than twenty-four (24) months after the incurrence of the expense at issue, Contractor's books and records ’s (including all and, to the extent relevant, any of its subsidiaries’) financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Contractor, if any) as reasonably necessary to audit any reimbursement or reconciliation of expenses set forth on Appendix 3 of Schedule 3 heretopursuant to this Agreement or any Ancillary Agreement. In connection with such audit, Continental United and its outside auditors and advisors shall be entitled to make copies and notes of such information as they deem are reasonably necessary and to discuss such records with Contractor's Chief Financial Officer ’s President or such other employees or agents of Contractor knowledgeable about such recordsdesignated in writing by Contractor’s President. Upon the reasonable written request of Continental United or its outside auditors or advisorsauditors, Contractor will cooperate cooperate, at United’s expense, with Continental United and its outside auditors and advisors to permit Continental United and its outside auditors and advisors reasonable access to Contractor's ’s outside auditors for purposes of reviewing such records. In addition, Contractor and Parent shall deliver or cause to be delivered to Continental United:
(I) as soon as available, but in any event within 90 one hundred twenty (120) days after the end of each fiscal year, subject to any applicable confidentiality restrictions, a copy of the consolidated balance sheet of ParentContractor, as at the end of such year, and the related consolidated statements of income and retained earnings and of cash flows of Parent Contractor for such year, setting forth in each case case, for each year, in comparative form the figures for the previous year, reported on by an independent certified public accountants of nationally recognized in good standing; and and
(II) as soon as available, but in any event not later than 45 forty-five (45) days after the end of each of the first three (3) quarterly periods of each fiscal yearyear commencing on or after [***]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] Effective Date, subject to any applicable confidentiality restrictions, the unaudited consolidated balance sheet of ParentContractor, as at the end of such quarter, and the related unaudited consolidated statements of income and retained earnings and of cash flows of Parent Contractor for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case case, for each fiscal quarter during the Term of Agreement, in comparative form the figures for the previous year, certified by a responsible officer of ParentContractor, as being fairly stated in all material respects (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes); provided, that no party Contractor shall not be required to deliver financial statements pursuant to this sentence if such party at any time that Contractor is a reporting issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and such financial statements are timely filed with the Securities and Exchange Commission pursuant thereto. All financial statements delivered hereunder shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP (subject, in the case of quarterly statements, to normal year-end audit adjustments and the absence of footnotes) applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).
Appears in 1 contract
Samples: Capacity Purchase Agreement (Harbor Diversified, Inc.)
Audit Rights; Financial Information. Contractor shall make available for inspection by Continental United and its outside auditors and advisors, within a reasonable period of time after Continental United makes a written request therefor, all of Contractor's ’s books and records (including all financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Contractor, if any) (i) as necessary to audit any reimbursement payments made or amounts or setoff pursuant to this Agreement, and (ii) otherwise related to Contractor’s provision of expenses set forth on Appendix 3 Contractor Services to United or any of Schedule 3 heretoContractor’s other obligations under this Agreement, including without limitation relating to the performance, regulatory and operational standards in Sections 4.2, 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.17, 4.18, 4.19, 4.20 and 4.22 (all such books and records, collectively, the “CPA Records”). In connection with such audit, Continental United and its outside auditors and advisors shall be entitled to make copies and notes of such information as they deem necessary and to discuss such records with Contractor's ’s Chief Financial Officer or such other employees or agents of Contractor knowledgeable about such records. Upon the reasonable written request of Continental United or its outside auditors or advisors, Contractor will cooperate with Continental United and its outside auditors and advisors to permit Continental United and its outside auditors and advisors access to Contractor's ’s outside auditors for purposes of reviewing such records. Any audit conducted pursuant to this Section 3.5 shall be paid for by United, unless pursuant to such audit it is determined that Contractor owes United in excess of [***], in which case Contractor shall pay to United the entire costs and expenses incurred by United in connection with such audit. In addition, Contractor and Parent shall deliver or cause to be delivered to Continental United (I) as soon as available, but in any event within 90 days after the end of each fiscal year, a copy of the consolidated balance sheet of ParentContractor, as at the end of such year, and the related consolidated statements of income and retained earnings and of cash flows of Parent for such year, setting forth in each case in comparative form the figures for the previous year, reported on by an independent certified public accountants of nationally recognized standing; and (II) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year, the unaudited consolidated balance sheet of ParentContractor, as at the end of such quarter, and the related unaudited consolidated statements of income and retained earnings and of cash flows of Parent for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a responsible officer of Parent, Contractor as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that no party Contractor shall not be required to deliver financial statements pursuant to this sentence if such party at any time that Contractor is a reporting issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and such financial statements are timely filed with the Securities and Exchange Commission pursuant thereto. All financial statements delivered hereunder shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). Without limiting, and in addition to, the foregoing in this Section 3.5, upon United’s delivery of a written notice at any time and from time to time pursuant to this Section 3.5 (any such notice, a “3.5 Notice”), Contractor shall promptly provide responsive information, which shall in all events be responsive to any specific information requests delivered by United in any such 3.5 Notice, together with reasonable supporting documentation (which, in the case of projected information, will include reasonable supporting assumptions), it being understood that a 3.5 Notice may include, but shall not be limited to, requests regarding any of the following with respect to Contractor or its affiliates (including Parent): crew resources and availability (including with respect to pilots and flight attendants), and historical and projected operational statistics. Notwithstanding anything in this Section 3.5 to the contrary (but subject to the immediately succeeding proviso), in no event shall Contractor be required to provide information to United or any of its representatives pursuant to the requirements of this Section 3.5 if such information relates to any other code share partner of Contractor or includes data that is not specific to United and Contractor’s provision of services under this Agreement; provided, however that the foregoing in this sentence shall not relieve Contractor of the obligation to provide United information that is generally applicable to an entire cadre of Contractor pilots, flight attendants, or other resources related to the operation of regional jet aircraft or an entire fleet of regional jet aircraft (whether such pilots, flight attendants or other resources are applicable, or subject to, capacity purchase provisions in this Agreement or any other agreement with a code share partner other than United), including, but not limited to, total pilot headcount, total flight attendant headcount, mechanic headcount, dispatch headcount and facility lease terms.
Appears in 1 contract
