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.
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.
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:
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. 142144 6.6. Capitalization..................................................................................................................... 142144 6.7. Solvency............................................................................................................................. 143144
Financial Statements and Borrowing Base Certificate. Deliver to the Administrative Agent for prompt further distribution by the Administrative Agent 163 US-DOCS\124480978.17139630401.7 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, 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); (2) within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter and the related (a) consolidated statement of income for such fiscal quarter and for the portion of the fiscal year then ended and (b) consolidated statement of cash flows for the portion of the fiscal year then ended, setting forth, in each case of the preceding clauses (a) and (b), in comparative form the figures for the corresponding fiscal quarter, as applicable, of the previous fiscal year and the corresponding portion of the previous fiscal year, accompanied by an Officer’s Certificate stating that such financial statements f...
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.
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.
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.
