Delivery of Financials. The Administrative Agent and each Lender, at least four Business Days prior to the Closing Date, shall have received copies of (a) the consolidated financial statements for the Borrower and its Subsidiaries (covering the fiscal year ended December 31, 2003) as audited by PricewaterhouseCoopers LLP, and such consolidated financial statements shall be reasonably satisfactory to the Administrative Agent, (b) the unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of the Closing Date giving effect to (i) the consummation of the transactions contemplated hereby, (ii) the issuance of the Notes, the making of the loans under the Term Loan Agreements and the use of proceeds thereof, and (iii) the payment of fees and expenses in connection with the foregoing, and (c) the forecasted operating results of the Borrower and its Subsidiaries (the "Projections"), giving effect to the consummation of the transactions contemplated by this Agreement, the making of the loans under the Term Loan Agreements and the issuance of the Notes, covering the period from the Closing Date until December 31, 2010 and in form and substance substantial similar to the draft Projections provided to the Lenders on March 15, 2004. The Administrative Agent is entitled, but not obligated to, request and receive, prior to the making of any Revolving Loan, additional information reasonably satisfactory to the Administrative Agent confirming the satisfaction of any of the foregoing if, in the good faith judgment of the Administrative Agent, such request is warranted under the circumstances.
Delivery of Financials. (a) Seller shall have prepared and delivered those financial statements described on Schedule 8.6(a) hereof, and shall also provide Purchaser with such additional reasonable detail or supporting information to support any pro forma adjustments that would be necessary in connection with the presentation of the Audited Financial Statements and Reviewed Financial Statements (as such terms are defined on Schedule 8.6(a)) and would further enable Purchaser to make a reasonable comparison of Seller's adjusted operating profit as set forth in the Financial Statements and the Interim Statements.
(b) The Statement of Revenue and Operating Expenses included as a part of each of the Audited Financial Statements and the Reviewed Financial Statements shall not reflect any material adjustments, restatements or reclassifications as compared to the corresponding Financial Statements and the Interim Statements, except for: accruals for compensation, commission or bonuses that exceed a twelve month period with respect to any fiscal year covered by the Audited Financial Statements, but only with respect to the portion of such accruals in excess of a twelve month period.
Delivery of Financials. Delivery of balance sheets, income statements, pro forma statements, projections, forecasts and other financial statements in form and substance satisfactory to the Lead Arrangers, including, without limitation, (i) the audited Consolidated balance sheet of the Parent and its Subsidiaries as at December 31, 2008 and the related audited Consolidated statements of income and cash flows of the Parent and its Subsidiaries for the Fiscal Year then ended, (ii) the unaudited Consolidated balance sheet of the Parent and its Subsidiaries as at March 31, 2009 and the related unaudited Consolidated statements of income and cash flows of the Borrowers and their respective Subsidiaries for the Fiscal Quarter then ended, (iii) projections on a monthly basis through 2009 showing projected availability, (iv) a Thirteen Week Forecast detailing the Borrowers’ anticipated cash receipts and disbursements, and (v) any such or comparable items delivered with respect to the Term Loan Facility to any arranger or any agent thereunder.
Delivery of Financials. HMLF shall have delivered to MIT unaudited financial statements of their most recent fiscal quarter, reviewed by an independent auditor, not later than ten business days prior to Closing.
Delivery of Financials. TSE shall deliver to TRT unaudited interim financial statements, dated no earlier than 10 days prior to the Merger Date, consisting of the balance sheet of TSE and the related statement of income and retained earnings and cash flow for the portion of the Fiscal Year ended on the date of such interim statements, which statements shall be certified by an officer of TSE or member of the TSE Board as true and correct and prepared in accordance with past practices.
Delivery of Financials. The Administrative Agent shall have received a copy of (a) the Projections (which Projections shall be consistent with the Major Project Documents and the consultant reports referred to in Section 3.1.8), which shall be in form and substance reasonably satisfactory to the Lenders, and (b) the most recent consolidated audited and unaudited financial statements of the Borrower.
Delivery of Financials. TAIYO shall promptly deliver to Teva the audited financial statements of TAIYO for the fiscal year ended on March 31, 2011 as they become available, and shall promptly provide to Teva, from time to time, monthly management accounts as they become available for the monthly period ending on April 30, 2011 and each month thereafter until the Closing Date.
Delivery of Financials. On or before April 30, 2010, Borrower shall deliver to Lender, in a form and substance acceptable to Lender and Consultant in their sole and absolute discretion (i) Borrower’s projected balance sheets, income statements, statements of cash flow and projected Availability for each remaining month of its fiscal year ending July 31, 2010 and for each month of its fiscal quarter ending October 31, 2010, each in reasonable detail and otherwise in conformance with Section 6.1(d) of the Credit Agreement and (ii) Borrower’s 13-week cash flow budget for the then subsequent 13 week period.
Delivery of Financials. Seller shall have furnished Ethanex with the 2007 Audited Financials, in compliance with the terms of this Agreement, not later than March 15, 2008. Taking into account both the line items reflected on the face of the financial statements and the information disclosed in the footnotes to the financial statements, the 2007 Audited Financials, as compared to the Latest Financial Statements shall not reflect (i) any material reduction in current assets (excluding cash) or any material increase in current liabilities (other than Excluded Liabilities), in each case as set forth on the corresponding balance sheet as of December 31, 2007 or (ii) any material reduction in Net Revenues or Net Income, in each case individually (and not on an aggregated basis) as reflected in the corresponding statement of operations for the fiscal year ended December 31, 2007.
Delivery of Financials. (a) The EDR Parties shall use their reasonable best efforts deliver to the TKO Parties the financial statements of the Businesses required under the Securities Act to be included in the Information Statement (the “Audited Financial Statements”), which financial statements shall include the audited consolidated balance sheet of such Business as of the years ended December 31, 2023 and December 31, 2022 and the unaudited consolidated balance sheet of such Business as of the year ended December 31, 2021, and be prepared in accordance with GAAP and Regulation S-X, together with all related notes and schedules thereto, accompanied by an audit report of Deloitte & Touche LLP (the “Auditor”), as promptly as reasonably practicable following the date hereof. TKO and its applicable Affiliates shall execute any customary documentation required by the Auditor to receive the Audited Financial Statements.
(b) In addition, the EDR Parties and the TKO Parties shall each use their reasonable best efforts to provide information reasonably necessary to prepare, and shall reasonably cooperate in the preparation of, any pro forma financial statements and related footnotes to the extent required to be included in the Information Statement.
(c) To the extent required by SEC rules and regulations to be included in the Information Statement, Form 10-Q and/or Form 10-K, the EDR Parties shall deliver to the TKO Parties as promptly as reasonably practicable following the end of each financial quarter, any unaudited financial statements of the Businesses required under the Securities Act to be included in the Information Statement, Form 10-Q and/or Form 10-K and be prepared in conformity with GAAP.
(d) The EDR Parties shall, no later than February 28, 2025, represent to the TKO Parties that the EDR Parties reasonably and in good faith expect to deliver to the TKO Parties (i) the unaudited consolidated profit and losses statement of the Businesses for the month ended as of January 31, 2025, and the unaudited consolidated balance sheet of the Businesses as of January 31, 2025 and (ii) the unaudited consolidated balance sheet of the Businesses as of February 28, 2025 (collectively, the “2025 Financials”) on or prior to April 1, 2025. If the Closing occurs on or prior to March 3, 2025, the EDR Parties shall use their reasonable best efforts to deliver to the TKO Parties the 2025 Financials no later than April 1, 2025. Notwithstanding anything to the contrary in this Agreement, the TKO Par...
