Financial and Other Information. Keep, and cause each Subsidiary to keep, adequate records and books of account with respect to its business activities, in which proper entries, which, for Borrowers and Domestic Subsidiaries, are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent and Lenders:
(a) as soon as available, and in any event within 90 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on a consolidated basis for Borrowers and Subsidiaries, which consolidated statements shall be audited and certified (without qualification as to scope, “going concern” or similar items) by a firm of independent certified public accountants of recognized standing selected by Borrowers and acceptable to Agent, and shall set forth in comparative form corresponding figures for the preceding Fiscal Year and other information acceptable to Agent;
(b) as soon as available, and in any event within 45 days after the end of each Fiscal Quarter, unaudited balance sheets as of the end of such quarter and the related statements of income and cash flow for such quarter and for the portion of the Fiscal Year then elapsed, on consolidated basis for Borrowers and Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such quarter and period, subject to normal year-end adjustments and the absence of footnotes;
(c) with each of the financial statements delivered under clauses (a) and (b) above, internally prepared consolidating statements by business segment;
(d) concurrently with delivery of financial statements under clauses (a) and (b) above, or more frequently if requested by Agent while a Default or Event of Default exists, a Compliance Certificate executed by the chief financial officer of Borrower Agent;
(e) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to Borrowers by their accountants in connection with such financial statements;
(f) no later than 60 days after the end of each Fiscal Year, projections of Borrowers’ and Subsidiaries’ consolidated balance sheets, results of operations, cash flow and Availability for the next Fi...
Financial and Other Information. The Company will keep, and will cause its Subsidiaries to keep, proper books of record and account in accordance with GAAP consistently applied throughout the periods covered in which full and true entries will be made of all dealings or transactions relating to their business and affairs, and the Company shall cause to be furnished to each Warrant Holder for so long such Warrant Holder holds any Warrant or Warrant Shares:
(i) As soon as practicable and in any event within thirty (30) days after the end of each month, including the month of March, June, September and December (A) unaudited consolidated statements of income, retained earnings and cash flows of the Company for such month and the year-to-date period, and an unaudited consolidated balance sheet of the Company as of the end of such month, prepared in accordance with GAAP (except for normal adjustments and accruals and the lack of footnotes and other presentation items) consistent with past practice, (B) in comparative form, figures for the actual results for the corresponding month and year-to-date periods in the immediately preceding fiscal year and amounts projected for such month pursuant to Section 10(a)(iv), and (iii) a copy of the monthly Credit Review Alert Report;
(ii) Within forty-five (45) days after the end of each Fiscal Quarter including the fourth (4th) Fiscal Quarter, (A) unaudited consolidated statements of income, retained earnings and cash flows of the Company for such quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, and unaudited consolidated balance sheets of the Company as of the end of such Fiscal Quarter, all of which statements and balance sheets shall be in reasonable detail, prepared in accordance with GAAP (except for normal adjustments and accruals and the lack of footnotes and other presentation items) consistent with past practice, and certified as accurate by the Chief Financial Officer of the Company, and (B) in comparative form, figures for the actual results for the corresponding periods in the immediately preceding Fiscal Year and amounts projected for such periods pursuant to Section 10(a)(iv), together with a written report (or such SEC Report which shall contain the same information) providing explanations of any material variances and any material variances in connection with the Projections covering such Fiscal Quarter;
(iii) Within ninety (90) days after the end of each Fiscal Year, (A) audi...
Financial and Other Information. Issuer will, and will cause each of the Subsidiary Loan Parties to, keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions and make available to Purchaser upon request (it being acknowledged that so long as Original Purchaser continues to Control the Issuer, all of the following shall be deemed satisfied without any action on the part of the Issuer or the Loan Parties):
(a) as soon as available, and in any event within 120 days after the close of each Fiscal Year, a copy of the annual audit report of Issuer and its Subsidiaries for such Fiscal Year, including therein consolidated and consolidating balance sheets of Issuer and its Subsidiaries as at the end of such Fiscal Year and consolidated and consolidating statements of earnings, cash flows and retained earnings of Issuer and its Subsidiaries for such Fiscal Year, in each case, prepared in accordance with GAAP, consistently applied, certified without adverse reference to going concern value and without qualification by independent auditors of recognized standing selected by Issuer and reasonably acceptable to Purchaser, together with (x) a written statement from such accountants to the effect that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that Issuer was not in compliance with any provision of Section 5.1, Section 5.3 or Article 6 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that Issuer was not in compliance with any such provision, describing such non-compliance in reasonable detail and (y) a comparison with the budget for such Fiscal Year and a comparison with the previous Fiscal Year;
(b) as soon as available, and in any event within 60 days after the end of each month, unaudited consolidated and consolidating balance sheets of Issuer and its Subsidiaries as at the end of such month and unaudited consolidated and consolidating statements of earnings, cash flows and retained earnings for such month and, in each case, for the periods beginning with the first day of such Fiscal Year and the relevant Fiscal Quarter and ending on the last day of such month, in each case, prepared in accordance with GAAP (other than with respect to the absence of footnotes and subjec...
Financial and Other Information. Borrower shall deliver to Bank such information as Bank may reasonably request from time to time, including without limitation, financial statements and information pertaining to Borrower's financial condition. Such information shall be true, complete, and accurate.
Financial and Other Information. (a) Customer shall furnish or cause to be furnished to MLBFS during the term of this Loan Agreement all of the following:
Financial and Other Information. (a) The Company has furnished to VIALOG copies of the financial statements of the Company and its Subsidiaries listed in Section 3.2(a) of the Disclosure Schedule (the "Financial Statements"). The Financial Statements, including in each case the notes thereto, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise noted therein, are true, correct and complete, do not contain any untrue statement of a material fact or omit to state a material fact required by GAAP to be stated therein or necessary in order to make any statements contained therein not misleading, and fairly present the financial condition and results of operations of the Company and its Subsidiaries, on the bases therein stated, as of the respective dates thereof, and for the respective periods covered thereby subject, in the case of unaudited financial statements to normal nonmaterial year-end audit adjustments and accruals.
(b) Neither the Disclosure Schedule, the Financial Statements, this Agreement nor any Collateral Document furnished or to be furnished by or on behalf of the Company or any of the Stockholders pursuant to this Agreement or any Collateral Document executed or required to be executed by or on behalf of the Company or the Stockholders pursuant hereto or thereto or to consummate the Merger and the Transactions, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated in such document by its terms or necessary in order to make the statements contained herein or therein not misleading and all such Collateral Documents are and will be true, correct and complete in all material respects; provided that:
(i) with respect to projections contained or referred to in the Disclosure Schedule, the Company represents and warrants only that such projections were prepared in good faith on the basis of the past business of the Company and other information and assumptions which the Company and the Principal Stockholder believe to be reasonable,
(ii) each such Collateral Document will not be deemed misleading by virtue of the absence of factual recitations or references not germane thereto and necessary to the purpose thereof, and
(iii) responses to due diligence requests will not be subject to this Section 3.2(b) except to the extent that, to the Company's knowledge, such response is materially misleading.
(c) The Company does not own an...
Financial and Other Information. Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions; and furnish to Agent all financial statements, reports and other items set forth on Exhibit D no later than the time specified therein.
Financial and Other Information. 7 3.3 Changes in Condition...................................................................7 3.4 Materiality............................................................................7 3.5 Title to Properties; Leases............................................................7 3.6
Financial and Other Information. Each Loan Party shall promptly furnish to each Lender, all such financial information as the Agent or any Lender shall reasonably request. Without limiting the foregoing, each Loan Party will furnish to the Agent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the following:
(a) As soon as available, but in any event not later than ninety (90) days after the close of each Fiscal Year, a consolidated audited balance sheet and a consolidated audited statement of operations, cash flow and of stockholders' equity for Holdings and its consolidated Subsidiaries for such Fiscal Year, and the accompanying notes thereto, setting forth in each case in comparative form figures for the previous Fiscal Year, all in reasonable detail, fairly presenting the financial position and the results of operations of Holdings and its consolidated Subsidiaries as at the date thereof and for the Fiscal Year then ended and prepared in accordance with GAAP. Such consolidated statements shall be examined in accordance with generally accepted auditing standards by and, in the case of such statements performed on a consolidated basis, accompanied by a report thereon unqualified in any respect by independent certified public accountants or chartered accountants selected by Holdings and reasonably satisfactory to the Agent. Holdings, simultaneously with retaining such independent public accountants to conduct such annual audit, shall send a letter (in form acceptable to the Agent) to such accountants, with a copy to the Agent and the Lenders, notifying such accountants that one of the primary purposes for retaining such accountants' services and having audited financial statements prepared by them is for use by the Agent and the Lenders. Each of the Loan Parties hereby authorizes the Agent to communicate directly with such Loan Party's certified public accountants or chartered accountants and discuss directly with such accountants the finances and affairs of such Loan Party and its consolidated Subsidiaries and by this provision authorizes those accountants to disclose to the Agent any and all financial statements of such Loan Party and its consolidated Subsidiaries and other supporting financial documents and schedules relating to such Loan Party and its consolidated Subsidiaries; provided, however, that (i) the Agent shall notify such Loan Party of the Agent's intention to discuss with such Loan Party's certif...
Financial and Other Information. All financial and other information provided by or in respect of the Companies to the Agent and the Lenders was true, correct and complete in all material respects when provided. No information, exhibit, or report furnished by the Companies to the Agent or the Lenders contains any material misstatement of fact or omits to state a material fact or any fact necessary to make the statement contained therein not materially misleading in the circumstances in which it was made.
