Financial Statements and Borrowing Base Certificate. (a) Holdings has delivered to the Agent (for further distribution to the Lenders) the Historical Financial Statements. The Historical Financial Statements, including the schedules and notes thereto, if any, have been prepared in reasonable detail in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of Holdings, and disclosed in any such schedules and notes or otherwise disclosed to the Agent prior to the Agreement Date) and present fairly, in all material respects, the Consolidated Parties’ financial position as at the dates thereof and their results of operations for the periods then ended, subject, in the case of such unaudited Financial Statements, to changes resulting from normal year-end audit adjustments and to the absence of footnotes.
(b) [Reserved].
(c) The latest Borrowing Base Certificate furnished to the Agent pursuant to Section 6.4(a) presents accurately and fairly in all material respects the Borrowing Base and the calculation thereof as at the date thereof. Each Lender and the Agent hereby acknowledges and agrees that Holdings, the Borrower and its Subsidiaries may be required to restate the Historical Financial Statements as the result of the implementation of changes in GAAP or the interpretation thereof, and that such restatements will not result in a Default under the Loan Documents (including any effect on any conditions required to be satisfied on the Closing Date) to the extent that the restatements do not reveal any material omission, misstatement or other material inaccuracy in the reported information from actual results for any relevant prior period.
Financial Statements and Borrowing Base Certificate. (a) The Company has delivered to the Agent (for distribution to the Lenders) the audited consolidated balance sheet of the Consolidated Parties as of December 31, 2018, and the related consolidated statements of operations, shareholders’ equity and cash flows, accompanied by the report thereon of the Company’s independent certified public accountants, PricewaterhouseCoopers LLP. All such audited financial statements, including the schedules and notes thereto, have been prepared in accordance with GAAP in all material respects and present fairly, in all material respects, the Consolidated Parties’ financial position as at the dates thereof and their results of operations for the periods then ended.
(b) The latest Borrowing Base Certificate furnished to the Agent presents accurately and fairly in all material respects each Borrowing Base and the calculation thereof as at the date thereof.
Financial Statements and Borrowing Base Certificate. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent to each Lender (subject to the limitations on distribution of any such information to Public Lenders as described in Section 6.02) each of the following:
(1) subject to the immediately succeeding proviso, within ninety (90) days after the end of each fiscal year of the Borrower (or, in the case of the fiscal year ending December 31, 2017, within one hundred twenty (120) days after the end of such fiscal year), commencing with the fiscal year ending December 31, 2017, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income and cash flows for such fiscal year, together with related notes thereto and management’s discussion and analysis describing results of operations in the form customarily prepared by management of the Borrower, setting forth in each case in comparative form the figures for the previous fiscal year, in reasonable detail and all prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion (a) will be prepared in accordance with generally accepted auditing standards and (b) will not be subject to any qualification as to the scope of such audit (but may contain a “going concern” or like qualification that is due to (i) the impending maturity of the Facility, the Term Facility, the Senior Secured Notes, the Specified Pari Passu Lien Debt or any permitted refinancings thereof, (ii) any anticipated inability to satisfy the Financial Covenant or (iii) an actual Default of the Financial Covenant);
Financial Statements and Borrowing Base Certificate. Furnish Lender with, as soon as available, but in no event later than 5:00p.m. (Chicago time) on the second Business Day of each calendar week, an AR Report for the previous week, prepared and certified as true and correct by Borrower's chief financial officer or other officer or person acceptable to Lender, together with copies of each new Account reported thereon. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. In addition, in connection with each Revolving Loan advance, Borrower shall furnish Lender with a current Borrowing Base Certificate and AR Report.
Financial Statements and Borrowing Base Certificate. (a) Holdings has delivered to the Agent (for distribution to the Lenders)
(i) the audited consolidated balance sheet of the Consolidated Parties as of December 31, 2021, and the related consolidated statements of operations, shareholders’ equity and cash flows, accompanied by the report thereon of Holdings’ independent certified public accountants, Ernst & Young LLP and (ii) the unaudited consolidated balance sheet of the Consolidated Parties as of March 31, 2022, and the related consolidated statements of operations, shareholders’ equity and cash flows. All such financial statements, including the schedules and notes thereto, have been prepared in accordance with GAAP in all material respects and present fairly, in all material respects, the Consolidated Parties’ financial position as at the dates thereof and their results of operations for the periods then ended, subject, in the case of the unaudited financial statements referred to in clause (ii), to normal year-end adjustment and the absence of footnotes.
(b) The latest Borrowing Base Certificate furnished to the Agent presents accurately and fairly in all material respects each Borrowing Base and the calculation thereof as at the date thereof. 6.6
Financial Statements and Borrowing Base Certificate. (a) Holdings has delivered to the Agent (for distribution to the Lenders) the audited balance sheet and related statements of income, retained earnings, cash flows, and shareholders’ equity for Holdings as of December 31, 2010, and for the Fiscal Year then ended, accompanied by the report thereon of Holdings’ independent certified public accountants, Ernst & Young LLP. Holdings has also delivered to the Agent (for distribution to the Lenders) (i) the unaudited balance sheet and related statements of income and cash flows for Holdings as of June 30, 2011 and for the Fiscal Quarter then ended and (ii) the unaudited balance sheet and related statements of income and cash flows for Holdings as of August 31, 2011 and for the calendar month then ended. All such audited and unaudited financial statements, including the schedules and notes thereto, have been prepared in reasonable detail in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of Holdings, and disclosed in any such schedules and notes) and present fairly, in all material respects, the Consolidated Parties’ financial position as at the dates thereof and their results of operations for the periods then ended, subject, in the case of such unaudited financial statements, to normal year-end adjustments and the absence of footnotes.
(b) The pro forma balance sheet of the Consolidated Parties as at June 30, 2011, presents fairly and accurately the Consolidated Parties’ assets and liabilities (to the extent customarily set forth on a balance sheet) as at such date after giving effect to the Transactions, as if such transactions had occurred on such date and the Closing Date had been such date, and has been prepared in accordance with GAAP, subject to the absence of footnotes.
(c) The latest Borrowing Base Certificate furnished to the Agent presents accurately and fairly in all material respects each Borrowing Base and the calculation thereof as at the date thereof.
Financial Statements and Borrowing Base Certificate. (a) Holdings has delivered to the Agent (for further distribution to the Lenders) the Historical Financial Statements. As of the Closing Date, the Historical Financial Statements, including the schedules and notes thereto, if any, have been prepared in reasonable detail in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of Holdings, and disclosed in any such schedules and notes or otherwise disclosed to the Agent prior to the Agreement Date, including pursuant to the Merger Agreement) and present fairly, in all material respects, the Consolidated Parties’ financial position as at the dates thereof and their results of operations for the periods then ended, subject, in the case of such unaudited Financial Statements, to changes resulting from normal year-end audit adjustments and to the absence of footnotes.
(b) As of the Closing Date, the unaudited pro forma consolidated balance sheet of the Consolidated Parties (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of income of the Consolidated Parties for the four fiscal quarter period ended March 31, 2019 (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Agent (for further distribution to the Lenders), have been prepared giving effect (as if such events had occurred on such date or at the beginning of such period, as the case may be) to the Transactions, which need not be prepared in compliance with Regulation S-X or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). The Pro Forma Financial Statements were prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date of delivery thereof.
(c) The latest Borrowing Base Certificate furnished to the Agent and the Co-Collateral Agents pursuant to Section 6.4(a) presents accurately and fairly in all material respects the Borrowing Base and the calculation thereof as of the month or week to which such Borrowing Base Certificate relates. Each Lender and the Agent hereby acknowledges and agrees that the Borrower and its Subsidiaries may be required to restate the Historical Financial Statements as the result of the implementation of changes in GAAP or the interpretation ...
Financial Statements and Borrowing Base Certificate. The Borrower shall deliver to the Agent, in form and detail satisfactory to the Agent and the Majority Lenders, with sufficient copies for each Lender:
(a) as soon as available, but not later than 90 days after the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 1996, a copy of the (i) audited consolidated balance sheet of the Borrower and its Subsidiaries, (ii) unaudited consolidated balance sheet of the Borrower and its Subsidiaries (excluding MK Gain and its Subsidiaries), and (iii) unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries, all as at the end of such year, and the related audited consolidated and unaudited consolidated (excluding MK Gain and its Subsidiaries) and consolidating statements of income or operations, shareholders' equity and cash flows for such year for the Borrower and its Subsidiaries, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the opinion of Deloitte & Touche, L.L.P. or another nationally-recognized independent public accounting firm ("Independent Auditor") which report shall state that such consolidated financial statements present fairly the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinion shall not be qualified or limited because of a restricted or limited examination by the Independent Auditor of any material portion of the Borrower's or any Subsidiary's records and shall be delivered to the Agent pursuant to a reliance agreement between the Agent and Lenders and such Independent Auditor in form and substance satisfactory to the Agent;
(b) as soon as available, but not later than 45 days after the end of each Fiscal Quarter of each Fiscal Year (commencing with the Fiscal Quarter ending in March 1997), a copy of the unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries (including an additional consolidated balance sheet of the Borrower and its Subsidiaries excluding MK Gain and its Subsidiaries) as of the end of such Fiscal Quarter and the related consolidated, consolidated (excluding MK Gain and its Subsidiaries) and consolidating statements of income, shareholders' equity and cash flows for the Borrower and its Subsidiaries for the period commencing on the first day and ending on the last day of such Fiscal Quarter, and certified by a Responsible Officer as fairly presenting, ...
Financial Statements and Borrowing Base Certificate. 142144 6.6. Capitalization..................................................................................................................... 142144 6.7. Solvency............................................................................................................................. 143144
Financial Statements and Borrowing Base Certificate. Furnish Lender with, as soon as available, but in no event later than 5:00p.m. (Chicago time) by the tenth Business Day of each calendar month, an Inventory Report and Borrowing Base Certificate for the previous month, prepared and certified as true and correct by Borrower's chief financial officer or other officer or person acceptable to Lender. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. In addition, in connection with (i) each Revolving Loan advance, and (ii) any Material Collateral Event, Borrower shall furnish Lender with a current Borrowing Base Certificate and Inventory Report.
