Financial and Operational Information. Seller has delivered to Buyer correct and complete copies of the Business's audited balance sheet and related statements of operations, income, changes in financial position and statements of income and cash flows for the years ended December 31, 1993, 1994 and 1995, and an unaudited balance sheet and statements of profit and loss and cash flow of the Business for the six months ending June 30, 1996 (the "Business's Financial Statements"). The Business's Financial Statements have been prepared in the ordinary course of business, are based on the books and records of the Seller, were prepared in accordance with GAAP consistently applied and present fairly the financial condition and results of operations of the Business as of the dates and for the periods indicated, with no material differences between such financial statements and the financial records maintained by Seller. Upon the reasonable request of Buyer setting forth a description of the items requested, Seller will make available to Buyer, correct and complete copies of all filings made to Governmental Authorities with respect to the Business.
Financial and Operational Information. 41.1 Supplier agrees to provide to MARELLI, without demand, within one hundred twenty (120) days after the end of Supplier’s fiscal year, Supplier’s audited balance sheet as of the end of such fiscal year (which balance sheet may be consolidated with any disclosed subsidiaries but not with any parent entity unless the parent entity has guaranteed all of Supplier’s obligations to MARELLI) and the related statements of income, owners’ equity, and cash flows, together with an auditor’s report issued by an independent regional, national, or international audit firm and any other comment letters or other formal communications issued by the auditors with respect to such fiscal year.
41.2 Supplier agrees to provide to MARELLI, within twenty (20) days after MARELLI’s written request at any time, Supplier’s internally-prepared balance sheet as of the end of the month most recently ended (which balance sheet may be consolidated with any disclosed subsidiaries but not with any parent entity unless the parent entity has guaranteed all of Supplier’s obligations to MA) and the related statements of income, owners’ equity, and cash flows, prepared internally and certified as correct by Supplier’s chief financial officer.
41.3 Supplier warrants and agrees that all financial information delivered to MARELLI pursuant to this Article or otherwise shall be true and correct and will be prepared in accordance with generally accepted accounting principles, consistently applied (except for year-end adjustments as to unaudited financial statements).
41.4 If at any time Supplier’s financial condition materially declines from its condition in effect as of the execution of the Agreement or from its condition as most recently disclosed pursuant to this Section, MARELLI may by its written election terminate this Agreement with the effect of a termination under Article 28.2
41.5 Supplier agrees to provide to MARELLI, within thirty (30) days after MARELLI’s written request at any time, reasonable assurances that Supplier has the financial and operational capabilities to perform its obligations to MARELLI fully and on a timely basis (time being of the essence). Such response shall address specifically any particular concerns identified in MARELLI’s request. If Supplier fails to respond fully to such request, or if the response does not in MA’s good faith opinion provide reasonable assurance of such performance, MARELLI may by its written elections terminate this Agreement with the effect ...
Financial and Operational Information. Furnish to Buyer (i) within forty-five days after the end of each month between the date hereof and the Closing Date, (A) month-end billing, month-end subscriber and month-end capital expenditure reports for each of the Systems; and (B) unaudited consolidated balance sheet and statement of operations such month (the "Interim Financial Statements"). The Interim Financial Statements (Y) shall be prepared, and upon delivery of each Interim Financial Statement to Buyer, Seller shall be deemed to represent and warrant to Buyer that such Interim Financial Statement has been prepared, in accordance with the books and records of the Companies and in accordance with GAAP on a consistent basis throughout the periods covered thereby, except for the absence of footnotes and statements of cash flows and adjustments described on Schedules 3.5 and 3.6; and (Z) shall fairly present in all material respects, and upon delivery of each Interim Financial Statement to Buyer, Seller shall be deemed to represent and warrant to Buyer that such Interim Financial Statement fairly presents in all material respects, the financial condition and operating results as of the dates and for the periods indicated therein, subject only to normal year-end adjustments.
Financial and Operational Information. Seller has delivered to Buyer for each of the Systems as of December 31, 2000, and as of June 30, 2001, and for the periods then ended, financial statements in the form attached as Schedule 6.13 (the "System Financial Statements"). The Systems' Financial Statements have been prepared in the ordinary course of business, are based on the books and records of the Systems, were prepared in accordance with generally accepted accounting principles (except for the omission of notes thereto and subject to normal year-end adjustments which will not be material in amount or effect), applied on a consistent basis throughout the periods covered thereby, and present fairly, in all material respects, the financial condition and results of operations of the Systems as of the dates and for the periods indicated.
Financial and Operational Information. Commencing with the 2025 calendar year, and continuing annually thereafter during the term of this Agreement, the Seller shall provide the Purchaser with a copy of the Seller’s Independent Auditor’s Report within thirty (30) calendar days after it has been released. In addition, the Purchaser, its auditor, or other designated representative shall have the right, at its own expense, to examine, upon reasonable notice and during regular business hours, the Seller’s financial records and operating reports concerning water sales, water expenditures, and line loss. Such examination shall be conducted in such a manner that it does not unduly disrupt the Seller’s normal office routine. The Seller reserves the right to limit such examination to one (1) examination per
Financial and Operational Information. (a) The Seller shall use commercially reasonable efforts to furnish to the Buyer, the costs of which shall be shared equally by the Buyer and the Seller:
(i) on or before April 1, 2006, a copy of the audited consolidated balance sheet of the Business as of December 31, 2004 and 2005, and the related audited consolidated statements of results of operations, invested equity and cash flows of the Business for the three years ended December 31, 2005, together with all related notes and schedules thereto, accompanied by the reports thereon of KPMG, LLC (which shall contain no "going concern" or other qualification) (collectively referred to as the “Audited Financial Statements”) which (A) shall have been prepared based on the books and records of the Seller and the Subsidiaries pertaining to the Business (except as may be indicated in any notes thereto), (B) shall have been prepared in accordance with GAAP applied on a consistent basis, (C) will fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Business as at the date thereof and for the respective periods indicated therein, (D) will comply in all material respects with the requirements of Regulation S-X promulgated under the Securities Act and (E) shall have been audited by KPMG, LLC; and
(ii) on or before May 15, 2006, a copy of the unaudited consolidated balance sheet with respect to the Business as of March 31, 2006 and 2005, and the related consolidated statements of operations and cash flows for the three months ended March 31, 2006, and 2005, together with all related notes and schedules thereto, which (A) shall have been prepared based on the books and records of the Seller and the Subsidiaries pertaining to the Business, (B) shall have been prepared in accordance with GAAP applied on a consistent basis, (C) will fairly present, in all material respects, the consolidated financial position of the Systems in the aggregate as of March 31, 2006 and 2005, and the consolidated results of their operations for the three months ended March 31, 2006 and 2005, which will include all of the information and footnote disclosure required by GAAP for interim financial information and (D) shall have been reviewed in accordance with SAS 100 by KPMG, LLC. In the event the Closing occurs more than 135 days after any fiscal quarter end, financial information related to the subsequent Asset Purchase Agreement quarterly period shall be furnished to the ...
Financial and Operational Information. (i) Schedule 9(r)(i) contains copies of the unaudited statement of revenues and expenses of the Eustace System as of and for the fiscal year ended December 31, 2009, and as of and for the five month period ended May 31, 2010 (collectively, “Financial Information”). The Financial Information has been prepared on a consistent basis (except as may be noted therein) and presents fairly, in all material respects, the revenues and direct operating expenses of the Eustace System as of the dates set forth therein, except that the Financial Information does not include footnotes that would be required by GAAP.
(ii) Schedule 9(r)(ii) sets forth summary historical residue natural gas sales, condensate sales, natural gas liquid sales, other hydrocarbon sales and sulfur sales from the Seller Property for the periods January 1, 2009 through May 31, 2010. To Seller’s Knowledge as of the Closing Date, such data and information is correct and complete in all material respects with respect to such periods.
Financial and Operational Information. A. Corinthian has provided the following to the Department for review:
1. Contemporaneously with the execution of this Agreement, a 13-week cash flow projection prepared by Corinthian and reviewed and submitted by the Company’s Chief Restructuring Officer, a Senior Managing Director of FTI Consulting, Inc. (the “CRO”) as of June 30, 2014.
2. Contemporaneously with the execution of this Agreement, a detailed list of Corinthian’s assets as reflected on Corinthian’s internal accounting records as of May 31, 2014, attested to as being materially true and correct to the best knowledge of the CEO or CFO of Corinthian, subject to audit adjustments, month end closing adjustments and other adjustments to conform the statements to Corinthian’s typical quarterly public financial presentation. In addition, Corinthian shall provide a list of all acquisitions and dispositions of assets, and other non-ordinary course transactions of more than $500,000 occurring after May 31, 2014 attested to as being materially true and correct to the best knowledge of the CEO or CFO of Corinthian.
3. Before the Effective Date, Corinthian shall provide to the Department a list of its Title IV-eligible locations, specifying the addresses of such locations as reflected on the existing Eligibility and Certification Approval Report of each location, as well as the approved programs of study at each such location and a list of the full direct costs (tuition, books, equipment, and fees) of those programs of study at those locations.
4. Before the Effective Date, Corinthian shall provide to the Department a list of all Title IV-eligible students who were enrolled in each of Corinthian’s Title IV-eligible institutions as of June 30, 2014, indicating whether the student is enrolled in distance education or in-person, by program of study, specifying the student’s state of residence, enrollment date, campus, and anticipated program completion date.
B. On or prior to every Thursday on a weekly basis, Corinthian shall provide an updated 13-week cash flow projection, in substantially the same form as delivered pursuant to Section I.A.1 or such other form as the Monitor (defined below) may agree, for the thirteen (13) week period commencing on the following Monday, prepared by Corinthian and reviewed by and submitted by the Company’s CRO to the Monitor. The projection shall show cash receipts disaggregated by source.
Financial and Operational Information. From and after the Closing Date, for as long as either Contacts Party remains a shareholder of Mi Gwang, Mi Gwang shall provide to Contacts as soon as is commercially reasonable Mi Gwang’s quarterly management prepared balance sheet and statement of income, as well as any report related to the operations of Mi Gwang.
