Financial Deliveries Sample Clauses

Financial Deliveries. (i) Guarantor shall deliver the information described in Schedule 3 to Landlord. (ii) Upon the delivery of any financial information by or on behalf of Guarantor pursuant to this Section 9 from time to time during the Lease Term, Guarantor shall be deemed (unless Guarantor specifically states otherwise in writing) to automatically represent and warrant to Landlord that the financial information delivered to Landlord is true, accurate and complete in all material respects, presents fairly the results of operations of Guarantor for the respective periods covered thereby and reflects accurately the books and records of account of Guarantor as of such dates and for such periods in all material respects.
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Financial Deliveries. Guarantor shall provide Landlord with the reports listed and other information or documentation listed or otherwise described on Exhibit F of the Lease within the time frames described therein. All financial information provided shall be prepared in accordance with GAAP in all material respects, consistent with past practice and shall be submitted electronically in a form acceptable to Landlord. If Guarantor becomes subject to any reporting requirements of the Securities and Exchange Commission during the Lease Term, it shall concurrently deliver to Landlord such reports as are delivered pursuant to applicable securities laws. Upon the delivery of any financial information by or on behalf of Guarantor pursuant to this Section 9.1 from time to time during the Lease Term, Guarantor shall deliver to Landlord an Officer’s Certificate certifying to Landlord that the financial information delivered to Landlord is true and correct in all material respects, presents fairly in all material respects the results of operations of Guarantor for the respective periods covered thereby (and, with respect to quarterly financial information, subject to absence of footnotes, changes resulting from audit and normal year-end audit adjustments), and that there has been no material adverse change in the financial condition of Guarantor since the date of the then applicable financial information.
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Financial Deliveries. (a) Upon the delivery of any financial information by or on behalf of Guarantor pursuant to this Section 9 from time to time during the Term, Guarantor shall be deemed (unless Guarantor specifically states otherwise in writing) to automatically represent and warrant to Landlord that the financial information delivered to Landlord is true, accurate and complete in all material respects, presents fairly the results of operations of Guarantor for the respective periods covered thereby and reflects accurately, in all material respects, the books and records of account of Guarantor as of such dates and for such periods. (b) Guarantor agrees that any financial statements of Guarantor required to be delivered to Landlord may (subject to the restrictions in Article 26 of the Lease which shall be deemed to extend to information provided by, and relating to Guarantor), without the prior consent of, or notice to, Guarantor, be included and disclosed, to the extent required by applicable law, regulation or stock exchange rule, in offering memoranda or prospectuses, or similar publications in connection with syndications, private placements or public offerings of Landlord’s (or the entities directly or indirectly controlling Landlord) securities or interests, and in any registration statement, report or other document permitted or required to be filed under applicable federal and state laws, including those of any successor to Landlord. Guarantor agrees to provide, at Landlord’s cost, such other reasonable financial and other information that Landlord reasonably deems necessary to facilitate a private placement or a public offering or to satisfy the SEC or regulatory disclosure requirements. Guarantor agrees to use commercially reasonable efforts to cause its independent auditors, at Landlord’s cost, to consent, in a timely manner, to the inclusion of their audit report issued with respect to such financial statements in any registration statement or other filing under federal and state laws and to provide the underwriters participating in any offering of securities or interests of Landlord (or the entities directly or indirectly controlling Landlord) with a standard accountant’s “comfort” letter with regard to the financial information of Guarantor included or incorporated by reference into any prospectus or other offering document.
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Financial Deliveries. Guarantor shall deliver the following information to Landlord: (i) As soon as available, and in any event within 120 days after the close of each calendar year, in hard copy and electronic format, in form satisfactory to Landlord, and presented on a consolidated, complete financial statements prepared for such year with respect to Guarantor and, if applicable, its Consolidated Subsidiaries (as defined below), including a balance sheet as of the end of such year, together with related statements of operations, cash flows and changes in equity for such calendar year, prepared in accordance with GAAP applied on a consistent basis. Such financial statements shall be audited by Pricewaterhouse Coopers, Deloitte, Ernst & Young, KPMG or such other nationally-recognized accounting firm. Together with Guarantor’s financial statements, Guarantor shall furnish to Landlord a certificate, executed by Guarantor or, if applicable, Guarantor’s CEO (or equivalent) (a) certifying as of the date thereof whether to the best of Guarantor’s knowledge there exists an event or circumstance which constitutes an Event of Default under the Lease and if such Event of
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Financial Deliveries. Property Owner has delivered the Financial Deliveries (as defined in this Section below). The (A) balance sheets and financials of the Property Owner as of the fiscal years ended December 31, 2015, December 31, 2016, and December 31, 2017 and the related notes, if any, (B) balance sheet of the Property Owner as of September 31st, 2018, and (C) tax returns for the Equity Seller for 2015, 2016 and 2017 present fairly the financial condition of the Property Owner as of their respective dates and the results of their operations for the respective periods then ended and have been prepared in conformity with generally accepted accounting principles consistently applied throughout the respective periods. The Property Owner has no liabilities, absolute or contingent, that are not shown or provided for on the unaudited balance sheet of the Property Owner as of September 31st, 2018, or incurred in the ordinary course since that date. The deliveries discussed in this Section are incorporated herein by this reference (collectively, the “Financial Deliveries”). The records of the Property Owner which form the basis of the Financial Deliveries (a) are in all respects materially accurate and complete and (b) state in reasonable detail and accurately and fairly reflect the records upon which Property Owner itself and Equity Seller rely.
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Financial Deliveries. The Borrower agrees to deliver to the Lender: (a) within forty-five (45) days after the last day of each fiscal quarter of the Borrower, a balance sheet of the Borrower and related statements of income and retained earnings and cash flows (all of foregoing herein collectively called the “Financial Statements”) as at the end of and for such fiscal quarter, prepared in accordance with GAAP consistently applied, and certified by the president and the chief financial officer of the Borrower; (b) within forty-five (45) days after the last day of each fiscal quarter of the Borrower projected Financial Statements for the next four fiscal quarters of the Borrower; and (c) copies of all federal, state and foreign tax returns of the Borrower, within thirty (30) days after such returns have been filed with the applicable Governmental Authority.
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Financial Deliveries. Guarantor shall deliver or cause to be delivered to Administrative Agent all financial statements, reports and certificates relating to Guarantor required pursuant to Section 4.1.4 of each Facility Loan Agreement at the times and in the form required by such Section 4.1.4, including, without limitation, a compliance certificate (the “Compliance Certificate”) executed by an authorized representative of Guarantor, demonstrating Guarantor’s compliance (or non-compliance) with the Guarantor financial covenants set forth in Section 8 hereof and otherwise substantially in the form attached hereto as Exhibit A. Compliance with all Guarantor financial covenants set forth in Section 8 hereof is subject to continuing verification of Administrative Agent. Guarantor shall provide information that is reasonably requested by Administrative Agent with respect to any lawsuits (except where disclosing such information would cause a loss of privilege) and/or other matters disclosed in any financial statements of Guarantor delivered to Administrative Agent which would reasonably be expected to have a material adverse effect on Guarantor’s ability to comply with the covenants set forth in Section 8.
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Financial Deliveries. Parent shall have received (i) the Closing Balance Sheet and the Closing Statement and (ii) the Consideration Spreadsheet as well as, in each case, the Company officer certifications related thereto as provided herein.
Sample 1
Financial Deliveries. Guarantor shall deliver the following information to Landlord: (i) As soon as available, and in any event within 120 days after the close of each calendar year, in hard copy and electronic format, in form satisfactory to Landlord, and presented on a consolidated, complete financial statements prepared for such year with respect to Guarantor and, if applicable, its Consolidated Subsidiaries (as defined below), including a balance sheet as of the end of such year, together with related statements of operations, cash flows and changes in equity for such calendar year, prepared in accordance with GAAP applied on a consistent basis. Such financial statements shall be audited by Pricewaterhouse Coopers, Deloitte, Ernst & Young, KPMG or such other nationally-recognized accounting firm. Together with Guarantor’s financial statements, Guarantor shall furnish to Landlord a certificate, executed by Guarantor or, if applicable, Guarantor’s CEO (or equivalent) (a) certifying as of the date thereof whether to the best of Guarantor’s knowledge there exists an event or circumstance which constitutes an Event of Default under the Lease and if such Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same, and (b) certifying that the information contained in such financial statements is true and correct in all material respects and complies with the provisions of this Section 9. As used herein, “Consolidated Subsidiary” shall mean, with respect to Guarantor, any subsidiary or other entity the accounts of which would be consolidated with those of Guarantor in its consolidated financial statements if such statements were prepared as of such date.
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Related to Financial Deliveries

  • Additional Deliveries (i) To each Agent, upon any Agent’s request, and in any event no less frequently than by noon New York time, ten (10) Business Days after the end of each Fiscal Month, or more frequently as any Agent may request after the existence and during the continuance of an Event of Default (together with a copy of any of the following reports requested by any Lender in writing after the Closing Date), each of the following reports, each of which shall be prepared by Borrowers as of the last day of the immediately preceding Fiscal Month or the date 2 days prior to the date of any such request: (A) a Borrowing Base Certificate with respect to each Borrower, accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion (in substantially the same form as Exhibits 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iii) and 6.1(d)(iv) (each, a “Borrowing Base Certificate”); (B) with respect to each Borrower, a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion; and (C) with respect to each Borrower, a monthly trial balance showing Accounts outstanding aged from invoice date as follows: 1 to 30 days, 31 to 60 days, 61 to 90 days and 91 days or more, accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion. (ii) To each Agent, on a monthly basis or at any time after an Event of Default shall have occurred and is continuing, at such more frequent intervals as any Agent may request from time to time (together with a copy of all or any part of such delivery requested by any Lender in writing after the Closing Date), collateral reports with respect to each Borrower, including all additions and reductions (cash and non-cash) with respect to Accounts of each Borrower, in each case accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion each of which shall be prepared by the applicable Borrower as of the last day of the immediately preceding week or the date 2 days prior to the date of any request; (iii) To each Agent, at the time of delivery of each of the monthly Financial Statements delivered pursuant to this Section 6.1: (A) a reconciliation of the most recent US Tranche A Borrowing Base, US Tranche A1 Borrowing Base, Canadian Tranche A Borrowing Base, or Canadian Tranche A1 Borrowing Base, as applicable, general ledger and month-end Inventory reports of each Borrower to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by such Agent in its reasonable discretion; (B) a reconciliation of the perpetual inventory by location to each Borrower’s most recent Borrowing Base Certificate, general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by such Agent in its reasonable discretion; (C) an aging of accounts payable and a reconciliation of that accounts payable aging to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by such Agent in its reasonable discretion; (D) a reconciliation of the outstanding Loans as set forth in the monthly Loan Account statement provided by Applicable Agent to each Borrower’s general ledger and monthly Financial Statements delivered pursuant to this Section 6.1, in each case accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion; (iv) To each Agent, at the time of delivery of each of the annual Financial Statements delivered pursuant to Section 6.1, (i) a listing of government contracts of each Borrower subject to the Federal Assignment of Claims Act of 1940 or similar Applicable Law included in the Borrowing Base; and (ii) a list of any applications for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, the United States Copyright Office, the Canadian Intellectual Property Office or any similar office or agency in the prior Fiscal Quarter.

  • Material Delivery Within 60 days after award date, Purchaser shall provide Forest Service a written schedule showing the desired delivery dates of any material to be supplied by Forest Service. With reasonable notice, schedule may be amended by agreement. Forest Service agrees to make delivery within

  • SPECIAL DELIVERY INSTRUCTIONS All shipments will be FOB destination (as specified on Ordering Entity Purchase Order).

  • Personal Delivery When personally delivered to the recipient, notice is effective upon delivery.

  • Physical Delivery All notices must be in writing, except as provided in § 27.2. Any document, including a signed 707 document or notice, from or on behalf of Seller, and delivered to Buyer is effective when physically received by Buyer, any 708 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working 709 with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23 and except as provided in 710 § 27.2). Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to Seller is effective 711 when physically received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative of Seller, 712 or Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation described 713 in § 23 and except as provided in § 27.2).

  • Notices, Etc All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class registered or certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder of this Warrant who has so furnished an address to the Company.

  • Notices Required (1) The proposed Settlement Classes shall be given a single notice of hearings at which the Courts will be asked to approve the Settlement Agreement and Class Counsel Fees. (2) If this Settlement Agreement is not approved, is terminated, or otherwise fails to take effect, the proposed Settlement Classes shall be given notice of such event.

  • Demands, Notices, Communications All formal demands, notices and communications by and among Xxxxxx Xxx, the Certificate Registrar, the Paying Agent, the Transfer Agent and any Holder of a Residual Certificate shall be in writing and delivered in person or by first class mail, postage prepaid (a) if to Xxxxxx Mae, to the Corporate Secretary of Xxxxxx Xxx, 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000, or to such other address or addresses as shall be set forth in a notification to such Holder; (b) if to the Certificate Registrar, the Paying Agent or the Transfer Agent, to the Corporate Trust Office of the Certificate Registrar, the Paying Agent and the Transfer Agent located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other address or addresses as shall be set forth in a notification to such Holder; or (c) if to the Holder of a Residual Certificate, to such Holder at the address shown in the Certificate Register. Any Person sending a notification to such Holder shall send copies of such notification as provided herein to Xxxxxx Xxx, the Certificate Registrar, the Paying Agent and the Transfer Agent. Any notice mailed in the manner provided above within the time, if any, prescribed in this Trust Agreement, or if no such time is specified, five Business Days after mailing, shall be conclusively presumed to have been duly given whether or not such Holder receives such notice.

  • Notices Effective From A Notice will be deemed to have been duly given 1 business day after delivery if the Notice is delivered personally, by pre-paid courier or by mail. A Notice that is delivered by facsimile with confirmation of receipt or by email where no delivery failure notification has been received will be deemed to have been duly given 1 business day after the facsimile or email was sent.

  • Notices and Requests Any notice, consent or other communication ("Notice") required or permitted under this Agreement shall be in writing and signed by the proper authority and either: (i) delivered to the party at the address set forth below; (ii) deposited in the United States mail, registered or certified, return receipt requested, to the address set forth below; or (iii) given to a recognized and reputable overnight delivery service, to the address set forth below: Regional Public Transportation Authority 000 Xxxxx 0xx Xxx., Xxxxx 0000 Xxxxxxx, Xxxxxxx 00000 (Attention: Xxxxxxx X. Xxxxx, Chief Executive Officer) City of Tempe 000 Xxxx 0xx Xxxxxx Xxxxx, Xxxxxxx 00000 (Attention: Xxxxxxx X. Xxxxxx, Deputy Public Works Director) City Attorney City of Tempe 00 Xxxx Xxxxx Xxxxxx, Xxxxx 000 X.X. Xxx 0000 Xxxxx, Xxxxxxx 00000 or at such other address, and to the attention of such other person or officer as any party may designate in writing by Notice duly given pursuant to this section. Notices shall be deemed received: (a) when delivered to the party; (b) five business days after being placed in the United States Mail, properly address, with sufficient postage; or (c) the following business day after being given to a recognized overnight delivery service, with the person giving the Notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a Notice is also given to the party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the Notice may be sent, is deemed to have received the Notice.

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