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For more information visit our privacy policy.End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) each of its fiscal years to end on December 31 of each year and (ii) its fiscal quarters to end on March 31, June 30, September 30 and December 31, respectively, of each year.
Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.
Fiscal Year End Change, or permit any Subsidiary of any Borrower to change, its fiscal year end.
Annual Accounting Period The annual accounting period of the Company shall be its taxable year. The Company’s taxable year shall be selected by the Member, subject to the requirements and limitations of the Code.
End of Fiscal Years The Parent and the Borrower will maintain their fiscal year ends as in effect on the Effective Date.
Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.
Fiscal Year The fiscal year of the Partnership shall be the calendar year.
Interim Period 6.1 The Seller undertakes to the Purchaser that in the period from the Signing Date to the Completion Date, except with the approval of the Purchaser: (A) none of the Subsidiaries’ articles of association or other constitutional documents will be changed or altered; (B) each of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects in the ordinary and usual course and consistent with past practice; (C) neither the Seller nor the Subsidiaries shall terminate or amend the employment agreements with any of the Employees other than with the prior written approval of the Purchaser; (D) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do so; and (E) no dividend or other distribution or repayment of capital is, or shall be, paid or declared by the Seller or any of the Subsidiaries, other than the Distribution. 6.2 The Seller further undertakes to the Purchaser that on the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer in accordance with the Deed of Assignment, the Seller shall undertake all necessary actions, including but not limited to: (A) by informing the debtors of the Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser; (B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and (C) to the extent not already referred to in this section 6.2, the proper fulfilment of applicable transfer requirements in respect of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the Seller. 6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date to the Completion Date the Seller shall transfer the legal title to and economic ownership of the Seller Loans to the Subsidiaries, unless such transfer has materially adverse consequences for the Seller or the Subsidiaries; such determination to be made by the Seller and the Purchaser jointly acting reasonably.
Accounting Period The Company’s accounting period shall be the calendar year.
Quarterly Financials To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.