Common use of Audited Annual Financial Statements Clause in Contracts

Audited Annual Financial Statements. As soon as available, but in any event within one hundred twenty days after the end of each fiscal year of the Borrower (commencing with the first fiscal year ending after the Closing Date), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for such fiscal year together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year (if ending after the Closing Date), prepared in accordance with GAAP, audited and accompanied by a report and opinion of the Borrower’s auditor on the Closing Date or any other independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Controlling Party, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph) (other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date or (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and their Restricted Subsidiaries).

Audited Annual Financial Statements. As soon as available, but in any event within one hundred twenty days after the end of each fiscal year of the Borrower (commencing with the first fiscal year ending after the Closing Date), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for such fiscal year together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year (if ending after the Closing Date), prepared in accordance with GAAP, audited and accompanied by a report and opinion of the Borrower’s auditor on the Closing Date or any other independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Controlling PartyAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph) (other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date or (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and their Restricted Subsidiaries).

Audited Annual Financial Statements. As soon as availableWithin the time period required by the SEC (or, but in any the event that the Borrower is no longer a public filer with the SEC, within one hundred and twenty (120) days after the end of each fiscal year of the Borrower (commencing with the first fiscal year ending after the Closing DateBorrower), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such each fiscal year, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for such fiscal year together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year (if ending after the Closing Date), prepared in accordance with GAAP, audited and accompanied by a report and opinion of the Borrower’s auditor on the Closing Date or any other independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Controlling PartyAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph) (), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date or date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and their the Restricted Subsidiaries)Subsidiaries or (iv) changes in accounting principles or practices.

Audited Annual Financial Statements. As soon as available, but in any event within Within one hundred twenty days after the end of each fiscal year of the Borrower (commencing with the first fiscal year ending December 31, 2022) of Holdings or, in the case of the fiscal year ending December 31, 2021, one hundred and fifty days after the Closing Date)end of such fiscal year, a consolidated balance sheet of the Borrower Holdings and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for such fiscal year together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year (if ending after the Closing Date), prepared in accordance with GAAP, audited and accompanied by a report and opinion of the Borrower’s Holdings’ auditor on the Closing Date or any other independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Controlling PartyAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph) (paragraph or any explanatory statement), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date or (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and their the Restricted Subsidiaries), which financial statements shall be accompanied by management’s discussion and analysis describing results of operations in the form customarily prepared by management of Holdings.

Audited Annual Financial Statements. As soon as available, but in any event within Within one hundred and twenty (120) days after the end of each fiscal year of the Borrower (commencing with Parent or, in the case of the first fiscal year ending after the Closing Date), within one hundred and fifty (150) days, a consolidated balance sheet of the Borrower Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for such fiscal year together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year (if ending commencing with the second full fiscal year ended after the Closing Date), prepared in accordance with GAAPGAAP in all material respects, audited and accompanied by a report and opinion of the BorrowerParent’s auditor on the Closing Date or any other independent registered public accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Controlling PartyAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the BorrowerParent’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph) (), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date or date, (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and their the Restricted Subsidiaries)Subsidiaries or (iv) changes in accounting principles or practices, which financial statements shall be accompanied by management’s discussion and analysis describing results of operations in the form customarily prepared by management of the Parent.