Financial Statements and Related Information. The Company has delivered to Parent the following financial statements (collectively, the "Company Financial Statements"): (i) the unaudited consolidated balance sheets of the Acquired Corporations as of October 31, 2001 and October 31, 2002, and the related unaudited consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the years ended October 31, 2001 and October 31, 2002; and (ii) the unaudited consolidated balance sheet of the Acquired Corporations as of August 31, 2003 (the "Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of income for the ten months ended August 31, 2003. The Company Financial Statements are accurate and complete in all material respects and present fairly the financial position of the Acquired Corporations as of the respective dates thereof and the results of operations and (in the case of the financial statements referred to in Section 2.4(a)(i)) cash flows of the Acquired Corporations for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except that the Company Financial Statements do not contain footnotes. The books, records and accounts of the Acquired Corporations accurately and fairly reflect, in reasonable detail, the transactions in and dispositions of the assets of the Acquired Corporations. The systems of internal accounting controls maintained by the Acquired Corporations are sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Part 2.4(d) of the Disclosure Schedule provides an accurate reconciliation of all accounts receivable, notes receivable and other receivables (other than Employee Receivables, as defined in Section 2.4(e)) of the Acquired Corporations as of August 31, 2003. Except as set forth in Part 2.4(d) of the Disclosure Schedule, all existing accounts receivable ...
Financial Statements and Related Information. The Company shall provide to GTY as promptly as practicable after the date of this Agreement (i) audited consolidated financial statements of the Company and its subsidiaries, including the audited consolidated balance sheet, statement of operations and comprehensive income (loss) and statement of changes in stockholders’ equity (deficit) and statement of cash flows as of and for the year ended December 31, 2017, together with all related notes and schedules thereto, prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, accompanied by a signed report of the Company’s independent auditor with respect thereto, which report shall refer to the standards of the PCAOB and shall be unqualified, (ii) audited consolidated financial statements of the Company and its subsidiaries, including consolidated balance sheets, statement of operations and comprehensive income (loss) and statement of changes in stockholders’ equity (deficit) and statements of cash flows as of and for the nine (9) month period ended September 30, 2018 (and the unaudited comparable period in the prior year) together with all related notes and schedules thereto, prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, accompanied by a signed report of the Company’s independent auditor with respect thereto, which report shall refer to the standards of the PCAOB, (iii) all other audited and unaudited financial statements of the Company and its Subsidiaries required under the applicable rules, regulations and guidance of the SEC to be included in the Registration Statement and/or the Closing Form 8-K and (iv) all selected financial data of the Company and its Subsidiaries required by Item 301 of Regulation S-K, in each case to be included in the Registration Statement and the Closing Form 8-K (collectively, the financial statements and information referred to in this Section 4.13, the “PCAOB Financial Statements”)
Financial Statements and Related Information. During the Term and, as applicable, the Option Term and any Renewal Term, for so long as Off-Taker is required to consolidate the financial statements of Provider with the financial statements of Off-Taker as reasonably determined by Off-Taker in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) (such consolidation requirement being referred to hereafter as the “Consolidation”), Provider shall: (a) no later than the beginning of the fifth (5th) business day following the end of each Month, or sooner if available, provide to Off-Taker the preliminary income statement and balance sheet of Provider for such Month, and no later than the end of the fifth (5th) business day following the end of each Month, provide to Off-Taker an updated income statement and balance sheet of Provider for such month, each prepared in accordance with U.S. GAAP, consistently applied; (b) promptly provide Off-Taker with an updated income statement and balance sheet if any changes are made, as applicable, to such income statement or balance sheet of Provider following the end of such Month; (c) no later than fifteen (15) business days following the end of each calendar quarter transpiring during the Term and Option Term during which Consolidation is required, provide to Off-Taker financial information for such quarter, including a final balance sheet and the related statement of income and cash flows, each prepared in accordance with U.S. GAAP, consistently applied; (d) no later than one hundred and twenty (120) days following the end of each fiscal year, provide to Off-Taker audited financial statements and footnotes of Provider, including a balance sheet and the related statements of income and cash flows, each prepared in accordance with U.S. GAAP, consistently applied, and reported on by an independent registered public accounting firm; (e) promptly after receipt of a request from Off-Taker, provide Off-Taker with such financial or other information as Off-Taker may reasonably request in order to enable Off-Taker to complete the Consolidation; (f) promptly after receipt of a request from Off-Taker, provide Off-Taker with such financial or other information as Off-Taker may reasonably request in connection with Off-Taker’s quarterly and annual planning process, including annual business plan information no later than seventy five (75) calendar days prior to end of the prior year; (g) promptly after receipt of a request from Off-...
Financial Statements and Related Information. (a) Beginning with the fiscal quarter ending on March 31, 2009, Verizon will deliver to the Company, (i) with respect to each fiscal quarter other than the last fiscal quarter of a fiscal year, promptly upon their being prepared (and in any event no later than 40 days after the end of such fiscal quarter), unaudited combined Statements of Selected Assets, Selected Liabilities and Parent Funding of the local exchange businesses and related landline activities of Verizon in the Territory (including Internet access and certain long distance services provided to customers in those states), together with the related unaudited combined statements of income, cash flows and parent funding for the portion of the fiscal year then ended and (ii) with respect to the last fiscal quarter of a fiscal year, promptly upon their being prepared (and in any event no later than 75 days after the end of such fiscal quarter), audited combined Statements of Selected Assets, Selected Liabilities and Parent Funding of the local exchange businesses and related landline activities of Verizon in the Territory (including Internet access and certain long distance services provided to customers in those states), together with the related audited combined statements of income, cash flows and parent funding for such fiscal year. Such statements shall be prepared from the books and records of Verizon and the Contributing Companies (to the extent relating to the Spinco Business) in accordance with GAAP applied on a consistent basis throughout the periods involved using the same accounting principles, practices, methodologies and policies used in preparing the Spinco Financial Statements (except as may otherwise be required under GAAP), shall satisfy the requirements of Regulation S-X under the Exchange Act and present fairly, in all material respects, the financial position and operating results and changes in cash flows and changes in parent funding of the Spinco Business as of the dates and for the periods indicated therein.
Financial Statements and Related Information. Party B will furnish to Party A (with one hard copy and, if reasonably available, a copy in electronic format), in respect of itself, MX Holdings and MX Energy (each a “Reporting Company”) (on a consolidated basis):
(A) (1) with respect to MX Holdings, audited annual financial statements within 90 days after the end of each fiscal year and setting forth, in comparative form, the corresponding figures for the preceding fiscal year, accompanied by (x) an opinion thereon of the Auditor (without a “going concern” or like qualification or exception as to the scope of such audit) and (y) a certificate of a Responsible Officer of such Reporting Company, in each case, to the effect that said financial statements present fairly in all material respects the financial position and results of operations as at the end of, and for, such fiscal year in accordance with GAAP, and (2) with respect to itself and MX Energy, unaudited annual financial statements in a form and format agreed to by the parties, but in any event including gross revenues, gross profits, margin contributions (including allocation of sales and marketing expense) and a balance sheet presented in a manner consistent with prior practice, within 90 days after the end of each fiscal year and setting forth, in comparative form, the corresponding figures for the preceding fiscal year, accompanied by a certificate of a Responsible Officer of such Reporting Company to the effect that said financial statements present fairly in all material respects the financial position and results of operations as at the end of, and for, such fiscal year;
(1) with respect to MX Holdings, unaudited quarterly financial statements within 45 days after the end of each of the first three fiscal quarters and within 60 days after the end of the fourth fiscal quarter, for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related balance sheet as at the end of such period, setting forth in each case, in comparative form, the corresponding figures for the corresponding period of (or in the case of the balance sheet, as of the end of) the preceding fiscal year, accompanied by a certificate of a Responsible Officer of such Reporting Company, which certificate shall state that said financial statements present fairly in all material respects the financial position and results of operations of such Reporting Company in accordance with GAAP, as at the end of, and for, such p...
Financial Statements and Related Information. The gross revenues earned -------------------------------------------- by Sellers from providing video programming services at the Properties from January 1, 1997 through December 31, 1997 (the "Period"), calculated in accordance with the principles of GAAP, was not less than Five Million, Two Hundred and Eight Thousand, Four Hundred and Seventy One Dollars ($5,208,471). Schedule 3.13A sets forth (a) the number of Basic Subscribers as of December 31, 1997, which statement is subdivided between Subscribers who receive the Services on an individual and a bulk basis, and (b) the weighted average Basic Subscriber Rate charged to Subscribers of the Services at the Properties during the Period. Schedule 3.13B sets forth the unaudited balance sheets and income statements (together the "Financial Statements") for PEI for the one year period ending December 31, 1997 (the "Balance Sheet Date"). The Financial Statements fairly present the financial condition of PEI as of the Balance Sheet Date and the results of operations for such entities for the one year period ending on the Balance Sheet Date. Schedule 3.13C sets forth the unaudited balance sheets and income statements (together the "Quarter End Statements") for PEI for the three month period ending March 31, 1998. The Quarter End Statements fairly present the financial condition of PEI as of March 31, 1998 and the results of operations for PEI for the three month period ending on March 31, 1998. Buyer understands and acknowledges that the Financial Statements and Quarter End Statements do not constitute any presentation of the financial condition or results of operations of the Assets, which Assets are only a portion of the assets and business operations covered by the Financial Statements and the Quarter End Statements. There are no direct costs arising from or in connection with the providing of Services at the Properties by Sellers that are not reflected in the Financial Statements or Quarter End Statements, excluding corporate overhead and certain other expenses of PEI that are expensed through Sat-Tel Services, Inc.
Financial Statements and Related Information. As promptly as practicable following the date of this Agreement (but in any event no later than January 31, 2021), the Company shall provide to Purchaser (a) the audited consolidated statement of financial condition of the Company as of December 31, 2018 and December 31, 2019, and the related audited consolidated statements of operations and comprehensive income, cash flows and members’ equity of the Company for the periods ended December 31, 2017, December 31, 2018 and December 31, 2019 prepared in accordance with (i) GAAP applied on a consistent basis throughout the covered periods and (ii) Regulation S-X, each audited in accordance with the auditing standards of the PCAOB (collectively, the “PCAOB Audited Financials”), and (b) the unaudited consolidated balance sheet of the Company and the related unaudited consolidated statements of income and comprehensive loss, cash flows and stockholders’ equity, prepared in accordance with (i) GAAP applied on a consistent basis throughout the covered periods and (ii) Regulation S-X that have been reviewed by the Company’s independent auditor in accordance with the PCAOB Auditing Standard 4105, for the six months ended June 30, 2019 and June 30, 2020 and the nine months ended September 30, 2019 and September 30, 2020.
Financial Statements and Related Information. (a) Longwood has made available to Five Point copies of the unaudited consolidated balance sheets of each Contributed Entity at December 31, 2016, in each case, which sets forth in reasonably sufficient detail such Contributed Entity’s assets and liabilities (such balance sheets, including any related notes and schedules thereto, are referred to herein as the “Balance Sheets”). Except as set forth in the notes thereto and as disclosed on Schedule 4.5(a), the Balance Sheets have been prepared in accordance with GAAP (subject, in each case, to any normal year-end adjustments and the absence of footnote disclosures) and present fairly in all material respects the financial position of the Contributed Entities at December 31, 2016.
(b) Except as set forth in Schedule 4.5(b), no Contributed Entity has any Indebtedness, obligations or Liabilities of any kind other than those (i) fully reflected in, reserved against or otherwise described in the Balance Sheets or the notes thereto or (ii) immaterial to such Contributed Entity and incurred in the Ordinary Course of Business since the date of the respective Balance Sheet.
Financial Statements and Related Information. (a) Buyer has made available to Parent the following financial statements and notes (collectively, the “Buyer Financial Statements”): (i) the audited balance sheet of Buyer as of December 31, 2015 and December 31, 2016, and the related audited statement of income, statement of stockholders’ equity and statement of cash flows for the years then ended, together with the notes thereto; and (ii) the unaudited balance sheet of Buyer as of April 30, 2017 (the “Buyer Unaudited Interim Balance Sheet”), and the related unaudited statement of income, statement of stockholders’ equity and statement of cash flows for the four–months then ended.
(b) The Buyer Financial Statements present fairly the financial position of Buyer as of the respective dates thereof and the results of operations and cash flows of Buyer for the periods covered thereby. The Buyer Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered.
(c) The books, records and accounts of Buyer accurately and fairly reflect, in reasonable detail, the transactions in and dispositions of the assets of Buyer. Buyer has taken and currently takes all actions necessary to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) access to assets is permitted only in accordance with management’s general or specific authorization.
Financial Statements and Related Information. For each year this Servicing Agreement is in effect, the Servicer shall submit electronically to the Issuer, the Program Manager and the Indenture Trustee (with a copy to the Law Department sent to xxxxxxxx@xxx.xxx.xxx) a copy of its annual financial statements within 150 days after the end of its fiscal year. Such financial statements of the Servicer shall include a balance sheet, statement of operations, statement of cash flows and all related notes and schedules and shall be in comparative form, certified by its independent public accountants to the effect that such statements were examined and prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year. In addition, the Servicer’s independent public accountants shall also prepare and present with such financial statements a report satisfactory to the Issuer regarding compliance with this Servicing Agreement. Such report shall include a reconciliation of the records of the Servicer with those of the Indenture Trustee regarding lockbox activity and the application by the Servicer of Collections to reduce Tax Lien Principal Balances. Such report shall also include a review of any fees paid to the Servicer or any of its Affiliates in connection with Section 15.01(c) hereof. The cost of the report described in the first sentence of this paragraph shall be deemed a Lien Administration Expense.
