Delivery of Earnings Statements As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.
Delivery of Earnings Statements to Security Holders The Company will make generally available to its security holders as soon as practicable, but not later than the first day of the fifteenth full calendar month following the Effective Date, an earnings statement (which need not be certified by independent public or independent certified public accountants unless required by the Act or the Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of the Act) covering a period of at least twelve consecutive months beginning after the Effective Date.
Delivery of Financial Statements The Company shall deliver to each Major Investor:
Year-End Statements As soon as available and in any event within 5 days after the same is filed with the Securities and Exchange Commission (but in no event later than 90 days after the end of each fiscal year of the Borrower), the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Borrower and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of Ernst &Young LLP or any other independent certified public accountants of recognized national standing, whose certificate shall be unqualified and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the Borrower shall deliver a report, certified by the chief financial officer or chief accounting officer of Borrower, in form and detail reasonably satisfactory to the Administrative Agent, setting forth the Net Operating Income for each Property for such fiscal year.
Delivery of Audited Financial Statements Seller shall furnish Buyer at or prior to Closing (A) the audited consolidated balance sheets of the Company as of March 31, 2015, March 31, 2016, and as of December 31 in the calendar year 2016, and the related audited statements of income and cash flows for the fiscal years then ended, and the notes and schedules thereto required under Regulation S-X under the Securities Act (together, the “Acquired Company Audited Financial Statements”); and (B) the unaudited consolidated balance sheets of the Company as of the end of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal year, and the related unaudited statements of income and cash flows required under Regulation S-X under the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 (together, the “Acquired Company Unaudited Financial Statements,” and together with the Acquired Company Audited Financial Statements, the “Acquired Company Financial Statements”). Seller shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related to the Company reasonably requested in writing (including such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statements, the “Required Financial Information”), and (ii) other information with respect to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Financial Statements shall not materially differ from the Financial Statements and, to the extent of any such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG in connection with its preparation of the Acquired Company Audited Financial Statements, except that Buyer’s portion of such expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the scope of the audit described in this Agreement, in which case the $300,000.00 limit shall not apply.
Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;
Standards of Financial Statements Cause all financial statements referred to in Sections 9.7, 9.8, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as concurred in by such reporting accountants or officer, as the case may be, and disclosed therein).
Accounting Methods and Financial Records Maintain a system of accounting, and keep such books, records and accounts (which shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.
Delivery of Forms W-8 and W-9 To deliver to the Representatives prior to the Closing Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States Person).
Preparation of Financial Statements The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, as of the dates indicated, and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. The financial statement schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.
