Common use of Audited Financial Statements Clause in Contracts

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Holdings (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 5 contracts

Samples: Credit Agreement (Digital Turbine, Inc.), Amended and Restated Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)

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Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings the Company (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated consolidated balance sheet of Holdings the Company and its Subsidiaries as at the end of such fiscal year, and the related Consolidated consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 5 contracts

Samples: Credit Agreement (Morningstar, Inc.), Credit Agreement (Morningstar, Inc.), Credit Agreement (Morningstar, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 4 contracts

Samples: Credit Agreement (Information Services Group Inc.), Credit Agreement (Information Services Group Inc.), Credit Agreement (Information Services Group Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings Sunrun (or, if earlier, fifteen five (155) days after the date such financial statements are required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings and its Subsidiaries Sunrun as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows of Sunrun for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 3 contracts

Samples: Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.), Credit Agreement (Sunrun Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 2 contracts

Samples: Credit Agreement (Powell Industries Inc), Credit Agreement (Powell Industries Inc)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC SEC) (without giving effect to any extension permitted by commencing with the SEC)fiscal year ending December 31, 2018), a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in Shareholderscomprehensive income, stockholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative AgentLender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 2 contracts

Samples: Credit Agreement (Zynga Inc), Credit Agreement (Zynga Inc)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 2 contracts

Samples: Credit Agreement (Lydall Inc /De/), Credit Agreement (Lydall Inc /De/)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative AgentLender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 2 contracts

Samples: Credit Agreement (Morningstar, Inc.), Credit Agreement (Morningstar, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings (orthe Borrower, if earlier, fifteen (15) days after Consolidated and consolidating balance sheets of the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated and consolidating statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, (i) such Consolidated and consolidating statements to be audited and accompanied by a report and opinion of an KPMG LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Term Loan Agreement (Armstrong Flooring, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Holdings the Borrower (or, if earlierwith respect to the fiscal year of the Borrower ending October 31, fifteen 2018, one hundred fifty (15150) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)days), a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (Mission Produce, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed commencing with the SEC (without giving effect to any extension permitted by the SEC)fiscal year ended December 31, 2012), a Consolidated and consolidating balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated and consolidating statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited (as to Consolidated statements only) and accompanied by a report and opinion of an PricewaterhouseCoopers LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (Ixia)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Holdings the Company (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings the Company and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (FreightCar America, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted 0000-0000-0000.13 by the SEC)), ) a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (PureCycle Technologies, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (Morningstar, Inc.)

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Audited Financial Statements. As soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (Powell Industries Inc)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by SEC, commencing with the SEC)fiscal year ending on or about December 31, 2022), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for a “going concern” statement that is due solely to an impending maturity of Indebtedness under the Loan Documents occurring within 12 months of such audit.). ​

Appears in 1 contract

Samples: Credit Agreement (El Pollo Loco Holdings, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), ) a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in Shareholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (PureCycle Technologies, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings (orthe Borrower, if earlier, fifteen (15) days after Consolidated and consolidating balance sheets of the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated and consolidating statements of income or operations, changes in Shareholdersshareholders’ equityShareholders’ Equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, (i) such Consolidated and consolidating statements to be audited and accompanied by a report and opinion of an KPMG LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (Armstrong Flooring, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Holdings the Borrowers (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings the Company and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agentstanding, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (Us Xpress Enterprises Inc)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC SEC) (without giving effect to any extension permitted by commencing with the SEC)fiscal year ending December 31, 2020), a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in Shareholderscomprehensive income, stockholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (Zynga Inc)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of the Holdings (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative AgentRequired Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (Higher One Holdings, Inc.)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), a Consolidated balance sheet of Holdings the Borrower and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agentstanding, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (Us Xpress Enterprises Inc)

Audited Financial Statements. As soon as available, but in any event within one hundred and twenty ninety (12090) days after the end of each fiscal year of Holdings (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by SEC, commencing with the SEC)fiscal year ending December 31, 2014), a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of such fiscal year, and the related Consolidated statements of income or operations, changes in ShareholdersshareholdersEquity equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.

Appears in 1 contract

Samples: Credit Agreement (El Pollo Loco Holdings, Inc.)

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