Delivery of Financial Statements and Other Information. Each Seller shall deliver the following to Buyer, as soon as available and in any event within the time periods specified:
(a) within sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of Guarantor, (i) the unaudited consolidated balance sheets of Guarantor and its Subsidiaries as at the end of each such period, (ii) the related unaudited consolidated statements of income, retained earnings and cash flows for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, and (iii) a Compliance Certificate;
(b) within one-hundred and twenty (120) days after the end of each fiscal year of Guarantor, (i) the consolidated balance sheets of Guarantor and its Subsidiaries as at the end of such fiscal year, (ii) the related consolidated statements of income, retained earnings and cash flows for such year, audited by a firm of accountants that is then approved by the Public Company Accounting Oversight Board, setting forth in each case in comparative form the figures for the previous year, (iii) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said financial statements fairly present the financial condition and results of operations of Guarantor and its Subsidiaries as at the end of and for such fiscal year in accordance with GAAP, and (iv) a Compliance Certificate;
(c) with respect to each Purchased Asset and related underlying Mortgaged Property serviced by any Seller or an Affiliate of any Seller: (i) within thirty (30) days after the end of each fiscal quarter of such Seller, a quarterly report of the following: delinquency, loss experience, internal risk rating, surveillance, rent roll, occupancy and other property-level information, and (ii) within ten (10) days after receipt or preparation thereof by such Seller or Interim Servicer, remittance, servicing, securitization, exception and other reports, operating and financial statements of Underlying Obligors, and modifications or updates to the items contained in the Underwriting Package;
(d) any other material agreements, correspondence, documents or other information not included in an Underwriting Package which is related to such Seller or the Purchased Assets, as soon as possible after the discovery thereof by such Seller, ...
Delivery of Financial Statements and Other Information. During the term hereof, the Borrower shall deliver or cause to be delivered to the Bank the following financial statements and other information:
Delivery of Financial Statements and Other Information. Upon written request of any Shareholder, the Company shall deliver to such Shareholder, for as long as such Shareholder (together with its Affiliates) continues to hold at least 2% of the Company’s share capital on a fully diluted basis, the information set forth below:
(a) as soon as practicable, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Company, an unaudited income statement for such fiscal year, an unaudited balance sheet of the Company and statement of shareholder’s equity as of the end of such fiscal year, and an unaudited statement of cash flows for such fiscal year, such year-end financial reports to be in reasonable detail, on a consolidated basis, prepared in accordance with IFRS or US GAAP; and
(b) as soon as practicable, but in any event within fifty (50) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Company, an unaudited quarterly management accounts on a consolidated basis, prepared in accordance with IFRS or US GAAP applied on a consistent basis;
Delivery of Financial Statements and Other Information. During the term hereof, the Borrower shall deliver or cause to be delivered to the Agent and each Lender the following financial statements and other information:
Delivery of Financial Statements and Other Information. (a) Without limiting the generality of Section 5.01, on or before thirty (30) days after the Buyer’s Draft Delivery Date (as defined herein), Seller shall deliver to Buyer statements of revenues and direct operating expenses relating to the Purchased Interest for the years ended December 31, 2013 and December 31, 2012 and the nine-month periods ended September 30, 2014 and September 30, 2013, (collectively, the “Purchased Interest Financial Statements”), including notes and supplemental oil and gas reserve disclosures relating thereto required by SEC rules and regulations, in each case as shall be necessary for inclusion in the registration statement on Form S-3 of Buyer’s parent company and/or its affiliates (collectively, “Buyer’s Parent”) under the Securities Act of 1933, as amended and/or other registration statement filed with the Securities and Exchange Commission (the “SEC”) and current report on Form 8-K of Buyer’s Parent under the Exchange Act of 1934, as amended. The foregoing shall also include the obligation to provide financial statements with the same or similar information for any other periods necessary at any time for inclusion in such registration statement or report. Seller will deliver to Buyer together with such financial statements the unqualified audit opinion of KPMG (the “Seller’s Accountants”) with respect to all of the financial statements (including, without limitation, supplemental oil and gas reserve disclosures required by SEC rules and regulations) to be delivered under this Section 5.02(a). Seller will also take all reasonable steps to cause the delivery of reasonably requested consent of Seller’s Accountants related to any filing by Buyer’s Parent under applicable securities laws, and will execute any customary representation letters as are necessary in connection with the financial statements and related matters described herein.
(b) Buyer shall provide to Seller (i) drafts of the financial statements required under this Section 5.02 and (ii) any other information or assistance reasonably requested by Seller in order for Seller and its Representatives to prepare and deliver financial statements and any other documents required under this Section. The date of any delivery by the Buyer of such draft financial statements is referred to herein as the “Buyer’s Draft Delivery Date.” To the extent there is more than one Buyer Draft Delivery Date with respect to financial statements delivered under this Section, the 30 day requir...
Delivery of Financial Statements and Other Information. Guarantor shall deliver all financial statements required by Section 8.07 of the Repurchase Agreement.
Delivery of Financial Statements and Other Information. The Company shall deliver to each Holder of more than fifteen thousand (15,000) Preferred Shares, as adjusted for any share split, share dividend, combination, recapitalization or similar transaction (a “Major Holder”):
(A) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, consolidated and consolidating income statements and statements of cash flows for the Company and the Company Group for such fiscal year and consolidated and consolidating balance sheets for the Company and the Company Group as of the end of the fiscal year, all prepared in accordance with U.S. GAAP consistently applied in accordance with prior practice, and audited and certified by an accounting firm agreed by the holders of at least forty-eight percent (48%) of the Series B Preferred Shares (including SIG for so long as it holds any Series B Preferred Shares) and the Company and retained by the Company being one of the "Big-4" international accounting firms, together with a management report including a comparison of financial results with the applicable budget, all prepared in English;
(B) as soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter of the Company, consolidated and consolidating unaudited income statements and statements of cash flows for such fiscal quarter and consolidated and consolidating unaudited balance sheets for the Company and the Company Group as of the end of such fiscal quarter, all prepared in accordance with U.S. GAAP consistently applied in accordance with prior practice, and certified by the chief financial officer of the Company, together with a management report including a comparison of financial results with the applicable budget, all prepared in English;
(C) as soon as practicable, but in any event within fifteen (15) days of the end of each month, consolidated and consolidating unaudited income statements and statements of cash flows for such month and consolidated and consolidating unaudited balance sheets for the Company and the Company Group as of the end of such month, all prepared in accordance with U.S. GAAP consistently applied in accordance with prior practice, and certified by the chief financial officer of the Company, together with a management report including a comparison of financial results with the applicable budget, all prepared in English;
(D) as soon as practicable, but in any event at least thirty (30) days prior to the e...
Delivery of Financial Statements and Other Information. So long as (i) any portion of the principal or accrued interest under the Note is outstanding or (ii) Buyer continues to hold not less than 50% of the Conversion Shares issued thereunder, the Company shall deliver to Buyer:
(a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, a cash flow statement for such fiscal year, an income statement for such fiscal year, and a balance sheet of the Company and statement of stockholder’s equity as of the end of such year (all on a consolidated basis), prepared in accordance with GAAP consistently applied, including all footnotes, and audited and certified by independent public accountants of nationally recognized standing selected by the Company;
(b) within thirty (30) days after the end of each month (other than the last month of any fiscal year), an unaudited balance sheet of the Company as at the end of such month and unaudited statements of income and of cash flows of the Company for such month and for the current fiscal year to the end of such month, prepared in accordance with GAAP, consistently applied, setting forth in comparative form the Company’s projected statements of income for the corresponding periods for the current fiscal year; and.
(c) such other information relating to the financial condition, business or prospects of the Company as Buyer may from time to time reasonably request, including, without limitation, a capitalization table and a list of the Company’s stockholders and all holders of the Company’s outstanding options, warrants or other securities. The Company shall permit Buyer, at Buyer’s expense, to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers, all at such reasonable times as may be reasonably requested by Buyer for purposes solely of monitoring its investment in the Company and meeting U.S. GAAP accounting requirements with respect to Buyer’s investment in the Company. All rights of Buyer under this Section 5.17 shall terminate when the Company is obligated to file reports under Section 13 or Section 15(d) of the Securities Exchange Act of 1934. The Company agrees that the Conversion Shares held by Buyer and any of its subsidiaries shall be aggregated for purposes of determining whether any applicable thresholds are met with respect to the rights in this Section 5.17. Table of Contents
Delivery of Financial Statements and Other Information. The Company shall deliver to each Major Stockholder, provided that the Board of Directors has not reasonably determined that such Stockholder is a competitor of the Company:
(a) as soon as practicable, but in any event within 180 days after the end of each fiscal year of the Company, (i) a balance sheet as of the end of such year, (ii) a statement of stockholder’s equity as of the end of such year, and (ii) statements of income and cash flows for such year, all such financial statements audited and certified by independent public accountants of regionally recognized standing selected by the Company; and
(b) as soon as practicable, but in any event within 30 days after the end of each of the first 3 quarters of each fiscal year of the Company, an unaudited (i) balance sheet and statement of stockholder’s equity as of the end of such quarter; and (ii) statement of income and cash flows for such quarter. If, for any period, the Company has any subsidiary whose accounts are consolidated with those of the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated subsidiaries. Notwithstanding anything else in this Subsection 3.1 to the contrary, the Company may cease providing the information set forth in this Subsection 3.1 during the period starting with the date 30 days before the Company’s good-faith estimate of the date of filing of a registration statement if it reasonably concludes it must do so to comply with the SEC rules applicable to such registration statement and related offering; provided that the Company’s covenants under this Subsection 3.1 shall be reinstated at such time as the Company is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective.
Delivery of Financial Statements and Other Information. Subject to Section 8.4 below, VPSI will deliver to IAMS (i) audited annual financial statements within 90 days after the end of each fiscal year, (ii) unaudited quarterly financial statements within 45 days after the end of each fiscal quarter, which quarterly financial statements will include a comparison against plan, and (iii) a copy of the Company's annual operating plan within 30 days prior to the beginning of each fiscal year.
