Common use of Financial Statements and Reports; Filings Clause in Contracts

Financial Statements and Reports; Filings. (a) As promptly as practicable and in any event no later than forty five (45) days after the end of each fiscal quarter ending after the date hereof and before the Closing Date (other than the fourth quarter) or ninety (90) days after the end of each fiscal year ending after the date hereof and before the Closing Date, as the case may be, the Company will deliver to Purchaser true and complete copies of (in the case of any such fiscal year) the audited and (in the case of any such fiscal quarter) the unaudited consolidated balance sheet, and the related audited or unaudited consolidated statements of operations, stockholders’ equity and cash flows, of the Company and its consolidated subsidiaries, in each case as of and for the fiscal year then ended or as of and for each such fiscal quarter and the portion of the fiscal year then ended, as the case may be, together with the notes, if any, relating thereto, which financial statements shall be prepared on a basis consistent with the audited financial statements. (b) As promptly as practicable, the Company will deliver to Purchaser true and complete copies of such other financial statements, reports and analyses as may be prepared or received by the Company or any of its consolidated subsidiaries relating to the business or operations of the Company or any of its consolidated subsidiaries or as Purchaser may otherwise reasonably request. (c) As promptly as practicable, the Company will deliver copies of all license applications and other filings made by the Company or any of the Company’s Subsidiaries after the date hereof and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities (other than routine, recurring filings made in the ordinary course of business consistent with past practice).

Financial Statements and Reports; Filings. (a) As With respect to financial statements of the Company and its Subsidiaries for each fiscal semi-annual period and each fiscal year as are filed in an SEC Document by the Company after the date of this Agreement but before the Closing Date, as promptly as practicable and upon the filing by the Company of such SEC Document containing the same (and, in the event that the Closing has not occurred on or prior to April 5, 2010, as soon as reasonably practicable but in any event no later than forty five (45) days after the end of each fiscal quarter ending after the date hereof and before the Closing Date (other than the fourth quarter) or ninety (90) days after the end of each fiscal year ending after the date hereof and before three Business Days prior to the Closing Date, as the case may be), the Company and its Subsidiaries will deliver to Purchaser the Buyers true and complete copies of (in the case of any such fiscal year) the audited and (in the case of any such fiscal quartersemi-annual period) the unaudited consolidated balance sheet, sheets and the related audited or unaudited consolidated statements of operations, stockholdersshareholders’ equity and cash flows, flows of the Company and its consolidated subsidiariesSubsidiaries (including the consolidating schedules reflecting the independent financial condition and results of operations of the Company), in each case as of and for the fiscal year then ended or as of and for each such fiscal quarter semi-annual period and the portion of the fiscal year then ended, as the case may be, together with the notes, if any, relating thereto, which financial statements shall be prepared on a basis consistent with the audited financial statementsFinancial Statements, with such changes as may be required under GAAP. (b) As After the date of this Agreement but before the Closing Date, as promptly as practicablepracticable (and in no event later than 20 days from the last day of the preceding month), the Company and its Subsidiaries will deliver to Purchaser the Buyers true and complete copies of such other final monthly consolidated financial statements, reports and analyses as may be prepared or received by statements of the Company or any of and its consolidated subsidiaries Subsidiaries relating to the business or and operations of the Company or any of and its consolidated subsidiaries or as Purchaser may otherwise reasonably requestSubsidiaries. (c) As promptly as practicable, the Company and its Subsidiaries will deliver copies of all license Permit applications and any other filings made by the Company or any of the Company’s and its Subsidiaries after the date hereof of this Agreement and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities (other than routine, recurring filings made in the ordinary course of business consistent with past practice)publicly available SEC Documents.

Financial Statements and Reports; Filings. (a) As promptly as practicable and in any event no later than forty five ten (4510) days after the end of each fiscal quarter calendar month ending after the date hereof and before the Closing Date (other than the fourth quarter) Date, or ninety (90) days after the end of each fiscal year ending after the date hereof and before the Closing Date, as the case may be, the Company Seller will deliver deliver, and Parent will cause Seller to deliver, to Purchaser true and complete copies of (in the case of any such fiscal year) the audited and (in the case of any such fiscal quarter) the unaudited consolidated balance sheet, and the related audited or unaudited consolidated statements statement of operations, stockholders’ equity and cash flowsof Seller, of the Company and its consolidated subsidiaries, in each case as of and for the fiscal year then ended or as of and for each such fiscal quarter the calendar month and the portion of the fiscal year then ended, as the case may be, together with the notes, if any, relating thereto, which financial statements shall be prepared on a basis consistent with the Seller Consolidating Statements. As promptly as practicable and in any event no later than 90 days after the end of each fiscal year ending after the date hereof and before the Closing Date, Parent shall also deliver to Purchaser true and complete copies of the audited consolidated balance sheets of Parent and the related audited consolidated statement of operations for each of the fiscal years then ended, together with a true and correct copy of the report on such audited information by Deloitte & Touche LLP, and all letters from such accountants with respect to the results of such audits, along with all unaudited consolidating statements supporting the aforementioned audited financial statements. In addition, Seller shall, and Parent shall cause Seller to, make Representatives of Seller's management reasonably available upon request of Purchaser to discuss Seller's operation of the Business. (b) As promptly as practicable, the Company Seller will deliver deliver, and Parent will cause Seller to deliver, to Purchaser true and complete copies of such other financial statements, reports and analyses relating to the Business as may be prepared or received by the Company or any of its consolidated subsidiaries relating to the business or operations of the Company or any of its consolidated subsidiaries Seller, or as Purchaser may otherwise reasonably request. Purchaser shall reimburse Seller for actual out-of-pocket costs incurred for fees and expenses of outside professionals in the preparation of such items as are requested by Purchaser. (c) As promptly as practicable, the Company Seller will deliver deliver, and Parent will cause Seller to deliver, copies of all license License applications and other filings made by Seller in connection with the Company or any operation of the Company’s Subsidiaries Business after the date hereof and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities Authority (other than routine, recurring filings made in the ordinary course of business consistent with past practice).

Financial Statements and Reports; Filings. (a) As promptly as practicable and in any event no not later than forty five (45) days after the end of each fiscal quarter ending after the date hereof and before the Closing Date (other than the fourth quarter) or ninety (90) 90 days after the end of each fiscal year ending after the date hereof and before the Closing Date, as the case may be, the Company will Parent shall deliver to Purchaser true and complete copies of the (in i) unaudited consolidated balance sheet of the case Business derived from the audited consolidated balance sheet of any Parent and (ii) related unaudited consolidated statement of operations for each such fiscal year then ended derived from the audited consolidated statement of operations of Parent for each such fiscal year) , together with a true and complete copy of the report on such audited information by Parent's independent public accountants, and (all letters from such accountants with respect to the results of such audits, along with Balance Sheets supporting such unaudited consolidated financial statements of the Business. As promptly as practicable and in any event not later than 45 days after the case end of any such each of the first three quarters of each fiscal quarter) year ending after the date hereof and before the Closing Date, Parent shall deliver to Purchaser true and complete copies of the unaudited consolidated balance sheet, sheet of the Business and the related audited or unaudited consolidated statements statement of operations, stockholders’ equity and cash flows, operations of the Company and its consolidated subsidiaries, in each case Business as of and for the fiscal year then ended or as of and for each such fiscal quarter and quarter, the portion of the fiscal year then ended and the 12-month period then ended, as the case may be, together with the notes, if any, relating thereto, which thereto and Balance Sheets supporting such unaudited financial statements. Such audited and unaudited financial statements shall be prepared on a basis consistent with the audited financial statementsstatements specified in SECTION 2.04(A). In addition, Sellers shall, and Parent shall cause Sellers to, make Representatives of Sellers' management reasonably available upon request of Purchaser to discuss Sellers' operation of the Business. (b) As promptly as practicableSellers will deliver, the Company and Parent will deliver cause Sellers to deliver, to Purchaser true and complete copies of such other financial statements, reports and analyses relating to the Business as may be prepared or received by the Company or any of its consolidated subsidiaries relating to the business or operations of the Company or any of its consolidated subsidiaries Sellers, or as Purchaser may otherwise reasonably request. Purchaser shall reimburse Sellers for actual out-of-pocket costs incurred for fees and expenses of outside professionals in the preparation of such items as are requested by Purchaser. (c) As promptly as practicableSellers will deliver, the Company and Parent will deliver cause Sellers to deliver, copies of all license License applications and other filings made by Sellers in connection with the Company or any operation of the Company’s Subsidiaries Business after the date hereof and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities Authority (other than routine, recurring filings made in the ordinary course of business consistent with past practice).

Financial Statements and Reports; Filings. (a) As promptly as practicable and in any event no not later than forty five (45) days after the end of each fiscal quarter ending after the date hereof and before the Closing Date (other than the fourth quarter) or ninety (90) 90 days after the end of each fiscal year ending after the date hereof and before the Closing Date, as the case may be, the Company will Parent shall deliver to Purchaser true and complete copies of the (in i) unaudited consolidated balance sheet of the case Business derived from the audited consolidated balance sheet of any Parent and (ii) related unaudited consolidated statement of operations for each such fiscal year then ended derived from the audited consolidated statement of operations of Parent for each such fiscal year) , together with a true and complete copy of the report on such audited information by Parent's independent public accountants, and (all letters from such accountants with respect to the results of such audits, along with Balance Sheets supporting such unaudited consolidated financial statements of the Business. As promptly as practicable and in any event not later than 45 days after the case end of any such each of the first three quarters of each fiscal quarter) year ending after the date hereof and before the Closing Date, Parent shall deliver to Purchaser true and complete copies of the unaudited consolidated balance sheet, sheet of the Business and the related audited or unaudited consolidated statements statement of operations, stockholders’ equity and cash flows, operations of the Company and its consolidated subsidiaries, in each case Business as of and for the fiscal year then ended or as of and for each such fiscal quarter and quarter, the portion of the fiscal year then ended and the 12-month period then ended, as the case may be, together with the notes, if any, relating thereto, which thereto and Balance Sheets supporting such unaudited financial statements. Such audited and unaudited financial statements shall be prepared on a basis consistent with the audited financial statementsstatements specified in Section 2.04(a). In addition, Sellers shall, and Parent --------------- shall cause Sellers to, make Representatives of Sellers' management reasonably available upon request of Purchaser to discuss Sellers' operation of the Business. (b) As promptly as practicableSellers will deliver, the Company and Parent will deliver cause Sellers to deliver, to Purchaser true and complete copies of such other financial statements, reports and analyses relating to the Business as may be prepared or received by the Company or any of its consolidated subsidiaries relating to the business or operations of the Company or any of its consolidated subsidiaries Sellers, or as Purchaser may otherwise reasonably request. Purchaser shall reimburse Sellers for actual out-of-pocket costs incurred for fees and expenses of outside professionals in the preparation of such items as are requested by Purchaser. (c) As promptly as practicableSellers will deliver, the Company and Parent will deliver cause Sellers to deliver, copies of all license License applications and other filings made by Sellers in connection with the Company or any operation of the Company’s Subsidiaries Business after the date hereof and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities Authority (other than routine, recurring filings made in the ordinary course of business consistent with past practice).

Financial Statements and Reports; Filings. (a) As promptly as practicable and in any event no not later than forty five (45) days after the end of each fiscal quarter ending after the date hereof and before the Closing Date (other than the fourth quarter) or ninety (90) 90 days after the end of each fiscal year ending after the date hereof and before the Closing Date, as the case may be, the Company will Parent shall deliver to Purchaser true and complete copies of the (in i) unaudited consolidated balance sheet of the case Business derived from the audited consolidated balance sheet of any Parent and (ii) related unaudited consolidated statement of operations for each such fiscal year then ended derived from the audited consolidated statement of operations of Parent for each such fiscal year) , together with a true and complete copy of the report on such audited information by Parent's independent public accountants, and (all letters from such accountants with respect to the results of such audits, along with Balance Sheets supporting such unaudited consolidated financial statements of the Business. As promptly as practicable and in any event not later than 45 days after the case end of any such each of the first three quarters of each fiscal quarter) year ending after the date hereof and before the Closing Date, Parent shall deliver to Purchaser true and complete copies of the unaudited consolidated balance sheet, sheet of the Business and the related audited or unaudited consolidated statements statement of operations, stockholders’ equity and cash flows, operations of the Company and its consolidated subsidiaries, in each case Business as of and for the fiscal year then ended or as of and for each such fiscal quarter and quarter, the portion of the fiscal year then ended and the 12-month period then ended, as the case may be, together with the notes, if any, relating thereto, which thereto and Balance Sheets supporting such unaudited financial statements. Such audited and unaudited financial statements shall be prepared on a basis consistent with the audited financial statementsstatements specified in Section 2.04(a). In addition, Sellers shall, and Parent shall cause Sellers to, make Representatives of Sellers' management reasonably available upon request of Purchaser to discuss Sellers' operation of the Business. (b) As promptly as practicableSellers will deliver, the Company and Parent will deliver cause Sellers to deliver, to Purchaser true and complete copies of such other financial statements, reports and analyses relating to the Business as may be prepared or received by the Company or any of its consolidated subsidiaries relating to the business or operations of the Company or any of its consolidated subsidiaries Sellers, or as Purchaser may otherwise reasonably request. Purchaser shall reimburse Sellers for actual out-of-pocket costs incurred for fees and expenses of outside professionals in the preparation of such items as are requested by Purchaser. (c) As promptly as practicableSellers will deliver, the Company and Parent will deliver cause Sellers to deliver, copies of all license License applications and other filings made by Sellers in connection with the Company or any operation of the Company’s Subsidiaries Business after the date hereof and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities Authority (other than routine, recurring filings made in the ordinary course of business consistent with past practice).

Financial Statements and Reports; Filings. Commencing on the date of this Agreement, the Issuer shall deliver to each Purchaser: (a) As promptly as practicable and in any event no later than forty five (45) days after the end of each fiscal quarter ending after the date hereof and before the Closing Date (other than the fourth quarter) or ninety (90) days after the end of each of the first, second and third fiscal year quarters ending after the date hereof and before the Closing DateClosing, as the case may be, the Company will deliver to Purchaser true and complete copies of (in the case of any such fiscal year) the audited and (in the case of any such fiscal quarter) the unaudited consolidated balance sheetsheet of the Issuer and its Consolidated Subsidiaries, and the related audited or unaudited consolidated statements statement of operations, stockholders’ equity and cash flows, income of the Company Issuer and its consolidated subsidiariesConsolidated Subsidiaries, in each case as of and for the fiscal year then ended or as of and for each such fiscal quarter and the portion of the fiscal year then endedperiod, as the case may be, together with the notes, if any, relating thereto, which financial statements shall be prepared on a basis consistent with the audited financial statementsAudited Consolidated Financial Statements, subject to normal year-end audit adjustments, except as otherwise stated therein. (b) As promptly as practicablepracticable and in any event no later than one hundred eighty (180) days after the end of each of the Issuer's fiscal years ending after the date hereof, the Company will deliver to Purchaser true and complete copies of a consolidated balance sheet of the Issuer and its Consolidated Subsidiaries as at the end of such other financial statementsfiscal year, reports and analyses as may be consolidated statements of income and cash flows of the Issuer and its Consolidated Subsidiaries for such fiscal year, prepared or received in accordance with GAAP and setting forth in each case in comparative form these figures for the previous fiscal year, all in reasonable detail and certified by independent public accountants of recognized international standing, and a comparison to the Issuer's budget for such years prepared by the Company or any of its consolidated subsidiaries relating to the business or operations of the Company or any of its consolidated subsidiaries or as Purchaser may otherwise reasonably requestIssuer. (c) As promptly as practicable, the Company will deliver true and complete copies of such other financial statements and reports as are specified in Schedule 5.02. (d) Promptly upon their becoming available, copies of all license applications registration statements, annual reports on Form 20-F, any reports on Form 6-K and such proxy statements and other filings made information as shall be filed by the Company Issuer with the SEC or any national or regional securities exchange or otherwise generally distributed to shareholders of the Company’s Subsidiaries Issuer. (e) Promptly upon their becoming available, upon the request of any Purchaser, copies of all Telecom Licenses and Telecom License revocations, if any, received after the date hereof and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities (other than routine, recurring filings made in the ordinary course of business consistent with past practice).all roaming and interconnect applications and other

Financial Statements and Reports; Filings. (a) As promptly as practicable and in any event no later than forty five (45) days after the end of each fiscal quarter ending after the date hereof and before the Closing Date (other than the fourth quarter) or ninety (90) days after the end of each fiscal year ending after the date hereof and before the Closing Date, as the case may be, the Company Sellers will deliver to Purchaser true and complete copies of (in the case of any such fiscal year) the audited and (in the case of any such fiscal quarter) the unaudited consolidated balance sheet, and the related audited or unaudited consolidated statements of operations, stockholders’ equity and cash flows, of the Company and its consolidated subsidiaries, in each case as of and for the fiscal year then ended or as of and for each such fiscal quarter and the portion of the fiscal year then ended, as the case may be, together with the notes, if any, relating thereto, which audited financial statements shall be prepared on a basis consistent with the audited Audited Financial Statements and which unaudited financial statementsstatements shall be prepared on a basis consistent with the Unaudited Financial Statements. (b) As promptly as practicable, the Company Sellers will deliver to Purchaser true and complete copies of such other financial statements, reports and analyses as may be prepared or received by Sellers, the Company or any of its consolidated subsidiaries Subsidiary relating to the business or operations of the Company or any of its consolidated subsidiaries Subsidiary or as Purchaser may otherwise reasonably request. (c) As promptly as practicable, the Company Sellers will deliver copies of all license License applications and other filings made by the Company or any of the Company’s Subsidiaries Subsidiary after the date hereof and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities Authority (other than routine, recurring filings made in the ordinary course of business consistent with past practice).

Financial Statements and Reports; Filings. (a) The Sellers shall deliver to Purchaser drafts of the unaudited Combined financial statements of the Companies for the year ended December 31, 1999 that will be submitted to PricewaterhouseCoopers LLP for audit and a draft of the Audited Financial Statements and the audit report of PricewaterhouseCoopers LLP with respect thereto as promptly as practicable following preparation of such drafts. As promptly as practicable and in any event no later than forty five (45a) 20 days after the end of each month ending after December 31, 1999 and prior to the date hereof with respect to which Purchaser has not received financial statements prior to the date hereof and each month ending after the date hereof and before the Closing Date (other than the end of a fiscal quarter), (b) thirty (30) days after the end of each fiscal quarter ending after the date hereof and before the Closing Date (other than the fourth quarter) or ninety (90c) sixty (60) days after the end of each fiscal year ending after the date hereof and before the Closing Date, as the case may be, the Company Sellers will deliver to Purchaser true and complete copies of (in the case of any such fiscal year) the audited and (in the case of any such fiscal quarter) the unaudited consolidated balance sheet, and the related audited or unaudited consolidated statements of operations, stockholders’ ' equity and cash flows, of the each Company and its consolidated subsidiariesfor the Companies on a Combined basis, in each case as of and for the fiscal year then ended or as of and for each such fiscal quarter and the portion of the fiscal year then ended, as the case may be, together with the notes, if any, relating thereto, which financial statements shall be prepared on a basis consistent with the audited financial statementsFinancial Statements. (ba) As promptly as practicable, the Company Sellers will deliver to Purchaser true and complete copies of such other financial statements, reports and analyses as may be prepared or received by the Sellers or each Company or any of its consolidated subsidiaries relating to the business or operations of the such Company or any of its consolidated subsidiaries or as Purchaser may otherwise reasonably request. (cb) As promptly as practicable, the Company Sellers will deliver copies of all license License applications and other filings made by the each Company or any of the Company’s Subsidiaries after the date hereof and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities Authority (other than routine, recurring filings made in the ordinary course of business consistent with past practice).

Financial Statements and Reports; Filings. (a) As promptly as practicable and in any event no not later than forty five (45) 120 days after the end of each fiscal quarter year ending after the date hereof of this Agreement and before the Closing Date (other Date, Seller shall deliver to Purchaser true and complete copies of the audited balance sheet and the related audited statements of operations and cash flows of Seller for each such fiscal year, together with a true and complete copy of the report on such audited information by Seller's independent public accountants, and all letters received by Seller from such accountants with respect to the results of such audits. As promptly as practicable and in any event not later than the fourth quarter) or ninety (90) 45 days after the end of each of the first three quarters of each fiscal year ending after the date hereof and before the Closing Date, as the case may be, the Company will Seller shall deliver to Purchaser true and complete copies of (in the case of any such fiscal year) the audited and (in the case of any such fiscal quarter) the unaudited consolidated balance sheet, sheet of Seller and the related audited or unaudited consolidated statements statement of operations, stockholders’ equity and cash flows, operations of the Company and its consolidated subsidiaries, in each case Seller as of and for the fiscal year then ended or as of such quarter and for each such fiscal quarter and the portion of the fiscal year then ended, as the case may be, together with the notes, if any, relating thereto, which . Such audited and unaudited financial statements shall be prepared on a basis consistent with the audited financial statementsstatements specified in Section 3.04(a). In addition, until the Closing Date Seller shall make Representatives of Seller's management reasonably available upon request of Purchaser to discuss Seller's operation of the Business. (b) As promptly as practicableUntil the Closing Date, the Company Seller will deliver to Purchaser true and complete copies of such other financial statements, reports and analyses relating to the Business as may be prepared or received by the Company or any of its consolidated subsidiaries relating to the business or operations of the Company or any of its consolidated subsidiaries Seller or as Purchaser may otherwise reasonably request. Purchaser shall reimburse Seller for actual out-of-pocket costs incurred for fees and expenses of outside professionals in the preparation of such items as are requested by Purchaser unless the requested items are otherwise required of Seller under this Agreement or such items were prepared by or for Seller prior to Purchaser's request for them. (c) As promptly as practicable, the Company Seller will deliver promptly to Purchaser, and in any event within ten Business Days after filing, copies of all license License applications and other filings made by the Company Seller with, or notices given by Seller to, any of the Company’s Subsidiaries Governmental or Regulatory Authority after the date hereof of this Agreement and before the Closing Date with any Governmental or Regulatory Authority, including gaming regulatory authorities (other than routine, recurring filings made in the ordinary course of business consistent with past practice) or the Bankruptcy Court. (d) Seller will deliver to Purchaser (with a copy to Purchaser's counsel) copies of each Disclosure Statement (and any supplement or amendment thereto) not later than five Business Days after it is filed with the Bankruptcy Court (or such shorter time as is practicable under the circumstances).