Financial Statements and Records Sample Clauses

Financial Statements and Records. (a) Annual audited financial statements of Parent and the Subsidiaries on or before ninety (90) days after the end of each Fiscal Year. Yes No N/A (b) Quarterly unaudited financial statements of Parent and the Subsidiaries within forty-five (45) days after the end of each Fiscal Quarter Yes No N/A (c) Financial Projections of Parent and Subsidiaries within forty-five (45) days after the beginning of each Fiscal Year. Yes No N/A

Financial Statements and Records. (a) Schedule 5.6(a) sets forth true, correct and complete copies of the Financial Statements. Each statement of financial position and statement of profit and loss included in the Financial Statements presents fairly in all material respects the consolidated financial position and results of operations of the Digital Bridge Entities as of the date thereof. The Financial Statements have been prepared and presented in accordance with the GAAP consistently applied during the periods involved (except as noted therein and for the absence of footnotes and year-end adjustments normal in nature and amount). (b) Colony Capital maintains internal controls over financial reporting (including with respect to the Digital Colony Companies and the Digital Colony Funds) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements, including policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of its assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable Law, GAAP, Fund Documentation, Client Contracts and that receipts and expenditures of the Digital Colony Companies are being made only in accordance with appropriate authorizations, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized transactions, payments or receipts (including intercompany payments or receipts) involving the Digital Colony Funds and the acquisition, use or disposition of the assets of the Digital Colony Companies and (iv) relate to identification of transactions with Colony Capital and its Subsidiaries. (c) The books and records of the Digital Colony Companies and each Digital Colony Fund have been accurately maintained in all material respects, in compliance with LA_LAN01:362972.20 all applicable Laws, GAAP, Fund Documentation and Client Contracts and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (d) Except as set forth on Schedule 5.6(d) or Schedule 5.13, the Financial Statements do not include any transactions of the type described in Section 5.13, including any charges from the Colony Capital Group to the Digital Colony Companies or the Digital Colony Funds and any other charges by the Digital Colony Companies and the Colony Capital G...

Financial Statements and Records. The Financial Statements (1) were prepared in accordance with GAAP consistently applied with the Company’s past practices except for adjustments related to non-recurring items, (2) were prepared in all material respects in accordance with, and are consistent with, the books and records of the Company, and (3) fairly present, in all material respects, the assets, liabilities and financial condition of the Acquired Assets and Assumed Liabilities at their respective dates and the results of historical operations of the business being acquired for the respective periods covered thereby. The financial records of the Company, all of which the Company has made available to Buyer, are true, correct and complete in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices, including the maintenance of an adequate system of internal controls.

Financial Statements and Records. (a) Annual audited financial statements of Borrower on or Yes No N/A before 90 days after the end of each Fiscal Year. (b) In accordance with Section 9.1(c), unaudited financial Yes No N/A statements of Borrower on a consolidated basis and each Foreign Subsidiary within 45 days (or 60 days for the period ending 3/31/97) of period end (c) Borrowing Base Report together Yes No N/A with an aging of accounts receivables within 30 days of each month end. 3.

Financial Statements and Records. 8.5.1 While the Loan is outstanding, IGU, on its own behalf and on behalf of Pentex and the Subsidiaries, will furnish to the Authority within one hundred twenty (120) days after the close of IGU’s fiscal year annual financial statements, on a consolidated and consolidating basis, reporting IGU’s, Pentex’s, and the Subsidiaries’ assets, liabilities, and cash flows, audited by an independent certified public accountant. The financial statements will be prepared in accordance with GAAP, applied on a consistent basis throughout the periods involved, and will fairly present the financial position of IGU, Pentex, and the Subsidiaries as of their respective dates and the results of operations and cash flows for the periods reported. 8.5.2 To the extent required to be filed, IGU, Pentex, and the Subsidiaries shall annually provide the Authority with copies of their federal and state tax returns thirty (30) days after the same have been completed. 8.5.3 The Authority shall be entitled to rely on the financial statements, tax returns, and other documentation provided in accordance with this Section 8.5 to determine whether an Event of Default has occurred under Section 11 of this Financing Agreement.

Financial Statements and Records. The Financial Statements are complete and correct in all material respects, have been prepared in accordance with GAAP, and fairly reflect the financial condition, results of operations and cash flows of the Persons covered thereby as of the dates and for the periods stated therein subject to, in the case of interim Financial Statements, the absence of footnotes and normal year-end adjustments. Reseller keeps correct and accurate records itemizing and describing its Accounts and the unpaid balance of each and its Inventory and the cost of such Inventory.

Financial Statements and Records. (a) Attached hereto as Section 3.08(a) of the Disclosure Schedule are true and complete copies of the following financial statements: (i) the audited balance sheets of Apcom as of October 31, 1996 and 1997, and the related statements of operations and cash flow for each year then ended, in each case with the report thereon of Apcom's Accountants, and the unaudited balance sheet of Apcom as of the Effective Date 18 24 and the related statements of operations and cash flow for the seven month interim period then ended; (ii) the audited balance sheets of Celerity as of December 31, 1996 and 1997 and the related statements of operations and cash flow for each year then ended, in each case with the report thereon of Celerity's Accountants, and the unaudited balance sheet of Celerity as of the Effective Date and the related statements of operations and cash flow for the five month interim period then ended; (iii) the unaudited balance sheets of DTI as of December 31, 1996 and 1997 and the Effective Date, and the related statements of operations and cash flow for each year or interim period then ended; (iv) the unaudited balance sheets of ASI as of December 31, 1996 and 1997 and the Effective Date, and the related statements of operations and cash flow for each year or interim period then ended. Such unaudited balance sheets and related statements of operations and cash flow are referred to herein as the "Unaudited Financial Statement", such audited balance sheets of Apcom and Celerity and related statements of operations and cash flow are referred to herein as the "Audited Financial Statements", and the Unaudited Financial Statement together with the Audited Financial Statements, the "Financial Statements". The balance sheets of the Companies as of the Effective Date are herein referred to collectively as the "Effective Date Balance Sheet". (b) All such Financial Statements (i) were prepared from the books of account or other financial records of the Companies , (ii) were prepared in accordance with GAAP (except, in the case of the Unaudited Financial Statements, for the absence of footnotes and audit adjustments) consistently applied throughout the periods involved, and (iii) fairly present the financial condition, results of operations, cash flow and EBIT of the Companies in all material respects as of the dates thereof and for the periods covered thereby. (c) On the Effective Date, determined in accordance with the accounting requirements and principles set f...

Financial Statements and Records. The Sellers have delivered to the Buyer the Company's financial statements, including the notes thereto, for the years ending June 30, 1999 and June 30, 2000 (the "Company's Balance Sheet Date") audited by McGladrey & Xxxxxx, LLP, copies of which are attached hereto as Exhibit 4.17 (collectively, the "Company's Financial Statements"). The Company's Financial Statements fairly present the financial position of the Seller as of the dates thereof and the results of operations for the periods covered thereby, and have been prepared in accordance with GAAP. The books and records of the Company fully and fairly reflect all of its transactions, properties, assets and liabilities in all material respects, except (i) liabilities that arise in the ordinary course of business after the applicable date of the Company Financial Statements, (ii) liabilities disclosed in Schedule 4.17; and/or (iii) liabilities arising in the ordinary course of business that are not required under GAAP to be reflected on the Company's Financial Statements. The Company's Financial Statements reflect all adjustments deemed necessary by the Company's auditors for a fair presentation of the financial information contained therein. The Sellers have delivered to the Buyer an internally prepared, unaudited and unreviewed balance sheet as of March 31, 2001, ("Closing Date Balance Sheet") attached hereto as Schedule 4.17 of the Disclosure Schedules. To the best of the Company's and the Sellers' knowledge, the Closing Date Balance Sheet fully and fairly reflect all of the Company's transactions, properties, assets and liabilities in all material respects, except (i) liabilities that arise in the ordinary course of business after the applicable date of the Closing Date Balance Sheet, or (ii) liabilities disclosed in Schedule 4.17.

Financial Statements and Records. 2.6.1 Riverway Holdings has delivered to Texas Regional (i) the audited consolidated balance sheet of Riverway Holdings and its subsidiaries as of December 31, 2000, 1999 and 1998, and the related audited consolidated statements of income, changes in stockholders' equity and cash flows for the each of the years then ended, together with the notes thereto, accompanied by the report thereon of the independent certified public accountant who examined such statements (the "Riverway Audited Financial Statements"). Except to the extent qualified by the report of the independent accountant thereon, the Riverway Audited Financial Statements fairly present the financial position of Riverway Holdings and its subsidiaries as of the dates thereof and the results of its operations for the periods indicated in conformity with generally accepted accounting principles applied on a consistent basis. To the best knowledge of Riverway Holdings, audits of Riverway Holdings and its subsidiaries have been conducted in accordance with generally accepted auditing standards. In addition, Riverway Holdings has delivered to Texas Regional its unaudited balance sheet and regulatory report of condition of Riverway Holdings as of June 30, 2001, and unaudited balance sheet and regulatory report of condition of Riverway Bank as of June 30, 2001 and the related unaudited statements of income for the six-month period then ended (collectively, the "Riverway Interim Financial Statements"). The balance sheet included within the Riverway Interim Financial Statements is herein referred to as the "Riverway Current Balance Sheet." In the opinion of the management of Riverway Holdings, the Riverway Interim Financial Statements also fairly present the financial position of Riverway Holdings and Riverway Bank as of the date thereof and the results of their respective operations for the period indicated in conformity with generally accepted accounting principles applied on a consistent basis. The Riverway Audited Financial Statements and the Riverway Interim Financial Statements are collectively referred to hereinafter as the "Riverway Financial Statements." Except for the July Trust Preferred Issue, and as described in the accountant's reports on the Riverway Financial Statements and on Section 2.1 of the Disclosure Letter, the Riverway Financial Statements do not, as of the dates thereof, include any material assets or omit to state any material liability, absolute or contingent, or other fact, the...

Financial Statements and Records. Borrower shall furnish to Bank: (a) promptly after the sending or filing thereof, copies of all reports which Guarantor sends to any of its public security holders, and copies of all Forms 10-K, 10-Q and 8-K, Schedules 13E-4 (including all exhibits filed therewith) and registration statements, and any other filings or statements that Guarantor files with the Securities and Exchange Commission or any national securities exchange; (b) within one hundred twenty (120) days after the end of each fiscal year, a copy of Borrower's audited financial statements (describing assets, liabilities, and results of operations for Borrower), audited by independent certified public accountants of nationally recognized standing selected by Borrower and reasonably satisfactory to Bank, prepared in conformity with GAAP; (c) as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter, a copy of the quarterly unaudited financial statements of Borrower prepared in reasonable detail and in accordance with GAAP applied consistently throughout the period reflected therein; (d) as soon as available, but in any event within thirty (30) days after the end of each month a monthly aging of accounts receivable certified by the chief executive officer or the chief financial officer of Borrower reflecting accounts receivable according to payor mix in the following categories: 0-30 days; 31-60 days; 61-90 days; 91 days and over of Borrower's accounts receivable; (e) as soon as available, but in any event within forty-five (45) days after the end of a fiscal quarter, a compliance certificate, in form acceptable to Bank, setting forth the calculations 32 of all financial covenants and certifying as to the accuracy of all calculations and Borrower's compliance with all financial covenants; and (f) Borrower shall provide to Bank, within 14 Business Days after request, such other information respecting Guarantor's or Borrower's business, financial condition or prospects as Bank may, from time to time, reasonably request. (g) Guarantor and Borrower authorize Bank to communicate directly with their independent certified public accountants, with notice to Borrower and Guarantor, and authorize those accountants to disclose to Bank any and all financial statements and other supporting financial documents and schedules including copies of any management letter with respect to the business, financial condition and other affairs of Guarantor and Borrower. (h) B...