Financial Statements and Books and Records. Grantor shall keep accurate books and records of account of the Property and its own financial affairs sufficient to permit the preparation of financial statements therefrom in accordance with generally accepted accounting principles. Grantee and its duly authorized representatives shall have the right to examine, copy and audit Grantor's records and books of account at all reasonable times. So long as this Security Deed continues in effect, Grantor shall provide to Grantee, in addition to any other financial statements required hereunder or under any of the other Loan Documents, the following financial statements and information, all of which must be certified to Grantee as being true and correct by Grantor or the person or entity to which they pertain, as applicable, be prepared in accordance with generally accepted accounting principles consistently applied and be in form and substance acceptable to Grantee:
(a) copies of all tax returns filed by Grantor, within thirty (30) days after the date of filing;
(b) monthly operating statements for the Property within ten (10) days after the end of each month during the first twelve months of the term of the loan secured hereby;
(c) quarterly operating statements for the Property, within thirty (30) days after the end of each calendar quarter;
(d) annual balance sheets for the Property and annual financial statements for Grantor, each principal or general partner in Grantor, and each indemnitor and guarantor under any indemnity or guaranty executed in connection with the loan secured hereby, within ninety (90) days after the end of each calendar year; and
(e) such other information with respect to the Property, Grantor, the principals or general partners in Grantor, and each indemnitor and guarantor under any indemnity or guaranty executed in connection with the loan secured hereby, which may be requested from time to time by Grantee, within a reasonable time after the applicable request. If any of the aforementioned materials are not furnished to Grantee within the applicable time periods or Grantee is dissatisfied with the contents of any of the foregoing, in addition to any other rights and remedies of Grantee contained herein, Grantee shall have the right, but not the obligation after notice and a 30 day right to cure, to obtain the same by means of an audit by an independent certified public accountant selected by Grantee, in which event Grantor agrees to pay, or to reimburse Grantee for, any expense of su...
Financial Statements and Books and Records. (a) True and complete copies of the Audited Financial Statements and the Interim Financial Statements have been delivered by the Company to Purchaser and are attached hereto as Schedule 7.7(a). The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company; (ii) present fairly the financial condition and results of operations of the Company as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and the results of the operations of the Company as of the respective dates thereof or for the respective periods covered thereby; that the Interim Financial Statements are subject to normal year-end adjustments and the absence of notes.
(b) The books of account and other financial records of the Company (i) accurately reflect in all material respects items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good accounting practices in all material respects.
(c) There has been no change in Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, other than as set forth in the Financial Statements. Schedule 7.7(c) lists, and the Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S K promulgated by the SEC) effected by Company since December 31, 2006. Except as set forth in the Financial Statements, there are no liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are required to be shown in the Financial Statements in accordance with Korean GAAP. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor of any indebted...
Financial Statements and Books and Records. The Company has previously delivered to the Buyer a copy of the following consolidated financial statements: the balance sheet of the Company as at December 28, 1996 and June 30, 1997, and the related results of operation and statement of cash flows for the periods then ended (the "Financial Statements"). Copies of the Financial Statements are annexed as Schedule 2.14 hereto. The Financial Statements are true and accurate, are in accordance with the books and records of the Company and present fairly in all material respects the financial position and related results of operations of the Company and the Subsidiaries as of the times and for the periods referred to herein, in accordance with U.S. generally accepted accounting principles consistently applied throughout the periods covered thereby ("GAAP"). All of the financial books and records of the Company have been made available to the Buyers.
Financial Statements and Books and Records. Attached hereto as Exhibit A are the following financial statements:
(i) unaudited, reviewed financial statements for the Company as of and for the fiscal years ended December 31, 2004, December 31, 2005 and December 31, 2006 (the “Most Recent Fiscal Year End”);
(ii) unaudited, compiled statement of income, balance sheet, changes in stockholders equity and cash flow as of and for the 6 month period ended June 30, 2007 for the Company (the “June 30 Statements”); and.
(iii) unaudited, compiled statement of income, balance sheet, changes in stockholders equity and cash flow as of and for the 9 month period ended September 30, 2007 for the Company (the “September 30 Statements”). (Such financial statements are hereinafter called the “Financial Statements”). It was the Sellers’ intention when, on behalf of the Company, engaging the accounting firm of Korn, Rosenbaum, Xxxxxxxx & Jauntig, LLP, acting through Xxxxxxxx Xxxxxxx, C.P.A., that the Financial Statements be prepared in accordance with GAAP, consistently applied. To the Knowledge of the Sellers, there are no entries contained in the Financial Statements which are not in accordance with GAAP, consistently applied. Each of the Financial Statements presents fairly the financial condition of the Company as of such dates and the results of operations of the Company for such periods. Except for distributions to shareholders up to September 30, 2007 as reflected in the September 30 Statements and except for the Permitted Distribution (as to both of which the Buyer hereby waives any objection), the financial condition of the Company is now approximately the same as the financial condition reflected in the Financial Statements for the Most Recent Fiscal Year End and as reflected in the June 30 Statements, when such financial condition is taken as a whole. It was the Seller’s intention when, on behalf of the Company, engaging the accounting firm of Korn, Rosenbaum, Xxxxxxxx & Jauntig, LLP, acting through Xxxxxxxx Xxxxxxx, C.P.A., that the financial and other books, records, files and accounts of the Company be maintained in accordance with GAAP on a basis consistent with prior years. To the Knowledge of the Sellers, there are no entries contained in the Company’s financial and other books, records, files and accounts which are not in accordance with GAAP, consistently applied. The Company’s financial and other books, records, files and accounts in all material respects:
(i) are complete, in reasonable detail and ac...
Financial Statements and Books and Records. (a) The Seller has delivered to the Buyer copies of the June 30, 2001 balance sheet of the Seller, as attached hereto as Section 4.5(a) of the Disclosure Schedule (the “ Balance Sheet ”). The Balance Sheet fairly presents the financial position of the Seller in all material respects as of its date and has been prepared in conformity with generally accepted accounting principles applied on a consistent basis, except as otherwise noted therein and except for lack of footnotes and for normal year-end adjustments. The books and records of the Seller relating to the Business are complete and correct in all material respects.
(b) The Seller has delivered to the Buyer copies of income statements of the Business for the 12-month period ended December 31, 2000 and the period from August 20, 1999 to December 31, 1999 and for the six-month periods ended June 30, 2001 and 2000, as attached hereto as Section 4.5(b) of the Disclosure Schedule (the “ Income Statements ”). The Income Statements fairly present the results of operations of the Business in all material respects for the periods covered thereby and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis, except as otherwise noted therein and, with respect to the interim Income Statements, except for lack of footnotes and for normal year-end adjustments.
Financial Statements and Books and Records. 11 Section 10. Seller's General Representations and Warranties..................11 Section 11. Seller's Representations and Warranties With Respect to the Conveyed Property................................................14 Section 12. Additional Covenants of Seller...................................17 Section 13. Taxes ........................................................19 Section 14. Further Assurances and Substituted Performance...................19 Section 15. Indemnification..................................................20 Section 16. Default..........................................................20 Section 17. Remedies.........................................................21 Section 18. Waiver...........................................................22 Section 19.
Financial Statements and Books and Records. Seller shall keep accurate and complete books and Financial records pertaining to the Conveyed Property in accordance with GAAP and shall disclose the Sale of any Conveyed Property to WPAC and the respective date of such Sale in Seller's books and records. Flatiron or its designated representative shall have the right, upon written notice to Seller and during regular business hours, to inspect, audit and copy Seller's books and records relating to the Conveyed Property.
Financial Statements and Books and Records. (a) True and complete copies of the Audited Financial Statements and the Interim Financial Statements have been delivered by the Company to Purchaser and are attached as Schedule 8.7. The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company; (ii) present fairly the financial condition and results of operations of the Company as of the respective dates thereof or for the respective periods covered thereby; (iii) have been prepared in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; and (iv) include all adjustments that are necessary for a fair presentation of the consolidated financial condition of the Company and the results of the operations of the Company as of the respective dates thereof or for the respective periods covered thereby; provided, however, that the Interim Financial Statements are subject to normal recurring year-end adjustments and the absence of notes.
(b) The books of account and other financial records of the Company (i) reflect all items of income and expense and all Assets and Liabilities required to be reflected therein in accordance with Korean GAAP applied on a basis consistent with the past practices of the Company; (ii) are complete and correct, and do not contain or reflect any material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good accounting practices in all material respects.
Financial Statements and Books and Records. (a) True and complete copies of Financial Statements have been delivered by the Company to Purchaser and are attached hereto as Schedule 4.9. Except for those disclosed in the Disclosure Schedule 4.9 and those disclosed by the Company to the Purchaser through provision and delivery of documents to Deloitte Consulting (Shanghai) Co. Ltd. during the financial due diligence process the delivery of which have been confirmed by the Company and Deloitte Consulting (Shanghai) Co. Ltd., on the date of this Agreement and the Closing Date, the books of account and other financial records of the Company (i) accurately reflect in all material respects items of income and expense and Assets and Liabilities required to be reflected therein in accordance with PRC GAAP; (ii) are complete and correct in all material respects, and do not contain or reflect any material inaccuracies or discrepancies; and (iii) have been maintained in accordance with good accounting practices in all material respects.
(b) There has been no change in Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements, other than as set forth in the Financial Statements. Except as disclosed in the Financial Statements, Company is not a guarantor or indemnitor of any indebtedness of any other Person.
Financial Statements and Books and Records. 15 SECTION 3.05. ABSENCE OF CERTAIN CHANGES...................................... 15 SECTION 3.06.
