Delivery of Certain Financial Statements. The Company shall use its commercially reasonable efforts to prepare and deliver to Parent after the date hereof the Company Financial Statements. The Company shall provide Parent with a reasonable opportunity to consult with the Company and its representatives, including its independent accountants, from time to time prior to the Closing, with respect to the progress of the preparation of such Company Financial Statements. The Company and Parent shall work together in good faith to finalize the ASC 606 Paper as soon as reasonably practicable after the date hereof, which ASC 606 Paper will be subject to Parent’s reasonable review and comment. Parent will lead the process related to the ASC 606 Paper. Parent shall pay (i) 50% of the documented and reasonable third party expenses incurred after the date hereof in connection with the preparation of the ASC 606 Paper in an aggregate amount not to exceed One Million Dollars ($1,000,000) and (ii) 100% of such expenses in excess of One Million Dollars ($1,000,000).
Delivery of Certain Financial Statements. The Company shall use its reasonable best efforts to prepare and deliver to Parent as promptly as practicable after the date hereof the Company Financial Statements. The Company shall provide Parent with a reasonable opportunity to consult with the Company and its representatives, including its independent accountants, from time to time prior to the Closing, with respect to the progress of the preparation of such Company Financial Statements. It is understood and agreed that completion of the Company Financial Statements is not be a condition to the parties’ obligations to complete the Mergers and the Closing shall not be delayed pending delivery of the Company Financial 50 Statements; provided that in the event the Company Financial Statements have not been completed and delivered by the time of the Closing, the Representative shall use commercially reasonable efforts to cooperate with Parent, to the extent reasonably requested by Parent and at Parent’s sole expense, to facilitate the completion of the Company Financial Statements after the Closing.
Delivery of Certain Financial Statements. Promptly after they are available, and in any event not later than the tenth business day prior to the Closing Date, the Advisor shall provide to NNN with true and correct copies of its unaudited consolidated balance sheet as of April 30, 1997 which shall give effect to the Development Company Acquisition and (ii) true and correct copies of its unaudited balance sheet as of the last day of each month occurring after the date hereof (giving effect to the Development Company Acquisition) and prior to the Closing Date and the related unaudited statements of income and cash flows for the year to date ending on the last day of each such month. Delivery of such financial statements shall be deemed to be a representation by the Advisor and the Stockholders that such balance sheet (including the related notes, if any) presents fairly, in all material respects, the financial position of the Advisor (which for the purposes of this Section 8.12 includes the Advisor) as of the specified date, and the other related statements (including the related notes, if any) included therein present fairly, in all material respects, the results of its operations and cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise stated in the notes thereto, subject to normal year-end audit adjustments.
Delivery of Certain Financial Statements. As promptly as practicable following the date of this Agreement, LG Parent shall deliver to SEAC the unaudited combined balance sheet of the Studio Business as of September 30, 2023, and the related unaudited combined statements of operations and cash flows of the Studio Business for the six-month period then ended and ended September 30, 2022 (the “Interim Financial Statements”). As soon as reasonably practicable following the date of this Agreement, but in any event no later than March 8, 2024, LG Parent shall deliver to SEAC (i) the audited consolidated financial statements of eOne as of December 31, 2022 and December 31, 2021, and the related audited consolidated statements of operations and cash flows of eOne for the years then ended, each audited in accordance with the accounting standards of the American Institute of Certified Public Accountants and (ii) the unaudited consolidated balance sheets of eOne as of September 30, 2023 and the related unaudited combined statements of operations and cash flows of eOne for the nine-month period then ended and ended September 30, 2022 (the financial statements referred to in clauses (i) and (ii), the “eOne Financial Statements”). As promptly as practicable following the end of each subsequent or other applicable financial statement quarter end, but in any event no later than 60 days after the end of any such fiscal quarter (or, with respect to the fourth fiscal quarter, no later than 90 days after the end of such fiscal quarter), LG Parent shall deliver to SEAC any other audited or unaudited and reviewed financial statements of the Studio Business, eOne and any other company or other business unit acquired, including by way of the acquisition of an interest in a business that is accounted for under the equity method, by the Studio Entities, as applicable, in each case, that are required by applicable Law to be included in the Registration Statement/Proxy Statement or the Closing Form 8-K (including pro forma financial information) (such financial statements of the Studio Business, together with the Financial Statements and the Interim Financial Statements, the “Updated Financial Statements”); provided, that, upon delivery of such Updated Financial Statements as and when such Updated Financial Statements have been signed or otherwise approved for filing by LG Parent’s independent auditors in connection with the filing of the Registration Statement/Proxy Statement, the representations and warranties set forth in...
Delivery of Certain Financial Statements. Holdings shall furnish to the Administrative Agent (which shall furnish to the Lenders) (a) prior to December 15, 2007, financial statements for the fiscal quarter ended September 30, 2007 that satisfy the requirements of Section 6.01(b), and (b) on or prior to December 31, 2007, (i) its amended Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and (ii) revised unaudited quarterly financial statements for the fiscal quarters ended March 31, 2007 and June 30, 2007, provided that the financial statements contained therein or so furnished pursuant to clauses (i) and (ii), as applicable (x) satisfy the requirements of Section 6.01(a) or Section 6.01(b) with respect to fiscal year 2006 (which shall include financial statement information for fiscal years 2004 and 2005 to the extent required by Regulation S-X) and the first two quarters of 2007, respectively, and (y) do not result in a cumulative net reduction in operating income for the period from January 1, 2005 through June 30, 2007 in excess of $35 million.
Delivery of Certain Financial Statements. The Company shall have delivered to GX (i) the Annual PCAOB Audited Financials and the Q3 Unaudited Interim Financial Statements, (ii) if the Closing has not occurred by February 16, 2021, the 2020 PCAOB Audited Financials and (iii) if the Closing has not occurred by May 14, 2021, the Q1 Unaudited Interim Financial Statements. 80
Delivery of Certain Financial Statements. Promptly after they become available, and in any event not later than the tenth business day prior to the Closing Date, the Advisor shall provide CHP with true and correct copies of its unaudited consolidated balance sheet as of March 31, 2004 and true and correct copies of its unaudited balance sheet as of the last day of each month occurring after the date hereof and prior to the Closing Date and the related unaudited statements of income and cash flows for the year to date ending on the last day of each such month. Delivery of such financial statements shall be deemed to be a representation by the Advisor and the Stockholders (other than FARS) that such balance sheet (including the related notes, if any) presents fairly, in all material respects, the financial position of the Advisor as of the specified date, and the other related statements (including the related notes, if any) included therein present fairly, in all material respects, the results of its operations and cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise stated in the notes thereto, subject to normal year-end audit adjustments.
Delivery of Certain Financial Statements. Promptly after they become available, and in any event not later than the tenth business day prior to the Closing Date, the Advisor shall provide CHP with true and correct copies of its unaudited consolidated balance sheet as of September 30, 2005 and true and correct copies of its unaudited balance sheet as of the last day of each month occurring after the date thereof and prior to the Closing Date and the related unaudited statements of income and cash flows for the year to date ending on the last day of each such month. In addition, promptly after they become available and in any event not later than the tenth business day prior to the Closing Date (if the Closing Date is subsequent to March 31, 2006), the Advisor shall provide CHP with true and correct copies of its audited consolidated balance sheet as of December 31, 2005 and the related audited statements of income and cash flows for the year ended December 31, 2005. Delivery of such financial statements shall be deemed to be a representation by the Advisor and the Stockholders (other than FARS) that such balance sheet (including the related notes, if any) presents fairly, in all material respects, the financial position of the Advisor as of the specified date, and the other related statements (including the related notes, if any) included therein present fairly, in all material respects, the results of its operations and cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise stated in the notes thereto, subject to normal year-end audit adjustments, as applicable.
Delivery of Certain Financial Statements. In the event that prior to the Closing, the Buyer has not been able to obtain written confirmation from its independent auditors that, in connection with the transactions contemplated by this Agreement, financial statements of the Company satisfying the requirements of Regulation S-X, Items 3-01 and 3-02, are not required, not later than thirty (30) days following the Closing, Caterpillar and the Company shall provide the Buyer with audited financial statements for the business of which the Business is a part. Such audited financial statements shall satisfy the requirements of Regulation S-X, Items 3-01 and 3-02. The Buyer shall reimburse Caterpillar and the Company for reasonable fees paid to their independent auditors with respect to the auditing of such financial statements.
Delivery of Certain Financial Statements. (a) (i) The Sellers shall use their reasonable best efforts to deliver by December 4, 2001 (A) the audited combined balance sheets of the IPC Entities as at September 30, 2000 and unaudited combined balance sheet of the IPC Entities as at September 30, 2001 and (B) the audited combined statements of operations of the Predecessor Company for the twelve-month period ended September 30, 1999 and the period from October 1, 1999 through June 14, 2000, and of the IPC Entities for the period from June 15, 2000 through September 30, 2000 and the unaudited combined statements of operations of the IPC Entities for the twelve-month period ended September 30, 2001.
