Financial Statements; Budget Sample Clauses

Financial Statements; Budget. Deliver the following to each holder of a Note, in form and detail satisfactory to the Required Holders: (a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Company, a consolidated and, if requested by the Required Holders, consolidating, balance sheet of the Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, retained earnings and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of such consolidated statements, audited and accompanied by a report and opinion of BDO USA, LLP or another independent certified public accountant reasonably acceptable to the Required Holders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualification or exception and accompanied by a certificate of the chief executive officer, chief financial officer or chief accounting officer of the Company stating that no Event of Default was discovered or occurred during the examination of the Company; (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations and retained earnings for such fiscal quarter and for the portion of the Company’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Company as fairly presenting the financial condition, results of operations and shareholders’ equity of the Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) as soon as available, but in any event not later than the last Business Day of each fiscal year of the Company, a budget of the Company and its Subsidiaries on a consolidated basis consisting of a consolidated statement of income, statement of cash flows and consolidated balance sheet for the...

Financial Statements; Budget. (a) The unaudited financial statements of Sea Coast as of and for the three years ended December 31, 2004 (including the related notes) (the “Unaudited Annual Financial Statements”) present fairly, in all material respects, the financial condition of Sea Coast at the respective dates of the balance sheets included therein and the results of operations, cash flows and stockholders’ equity of Sea Coast for the respective periods set forth therein and have been prepared in accordance with generally accepted accounting principles in the United States consistently applied (“GAAP”), except for the absence of footnote disclosure. A copy of the Unaudited Annual Financial Statements is attached hereto as Schedule 3.12(a). (b) The unaudited financial statements of Sea Coast as of and for the six months ended June 30, 2005 (including the related notes) (the “Unaudited Interim Financial Statements”) present fairly, in all material respects, the financial condition of Sea Coast at the respective dates of the balance sheets included therein and the results of operations, cash flows and stockholders’ equity of Sea Coast for the respective periods set forth therein and have been prepared in accordance with GAAP, subject to normal recurring year end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of footnote disclosure. A copy of the Unaudited Interim Financial Statements is attached hereto as Schedule 3.12(b). (c) As of the Closing Date, the audited financial statements of Sea Coast as of and for the three years ended December 31, 2004 (including the related notes) (the “Audited Financial Statements”) present fairly, in all material respects, the financial condition of Sea Coast at the respective dates of the balance sheets included therein and the results of operations, cash flows and stockholders’ equity of Sea Coast for the respective periods set forth therein and have been prepared in accordance with GAAP. As of the Closing Date, the unaudited financial statements of Sea Coast as of and for the three and six months ended June 30, 2005 (including the related notes) (the “SAS 100 Reviewed Financial Statements” and, together with the Audited Financial Statements, the Unaudited Annual Financial Statements and the Unaudited Interim Financial Statements, the “Financial Statements”) present fairly, in all material respects, the financial condition of Sea Coast at the respective dates of the balance sheets in...

Financial Statements; Budget. Deliver to the Administrative Agent a sufficient number of copies for delivery by the Administrative Agent to each Lender, of the following, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

Financial Statements; Budget. The Lenders shall have received (i) the Audited Financial Statements, (ii) the unaudited consolidated financial statements of each of the Borrower and its Subsidiaries and Fluent and its Subsidiaries, each for each fiscal quarter ended since the most recent audit and at least 45 days prior to the Closing Date, (iii) the pro forma financial statements of the Borrower and its Subsidiaries, combined with Fluent and its Subsidiaries, as of and for the fiscal year ended December 31, 2005 (giving effect to the Transactions as if they had occurred on January 1, 2005, but excluding purchase accounting adjustments relating to the Transactions), (iv) a certificate, reasonably satisfactory to the Administrative Agent, from the chief financial officer of the Borrower (or, in the case of any certification as to Aavid, from an appropriate officer of Aavid) as to the assets and liabilities of Merger LLC and Aavid after giving effect to the Mergers and (v) copies of the Borrower’s 2006 annual plan (including the related forecasts set forth therein) prepared by management of the Borrower, and of Fluent’s 2006 annual plan (including the related forecasts set forth therein) prepared by management of Fluent, in each case as provided to the Administrative Agent prior to the date hereof.

Financial Statements; Budget. The Financials heretofore furnished to Regent, as well as all financial information supplied, or to be supplied, pursuant to paragraph 18 fairly present or will fairly present the financial position and results of operations of Alta as of the dates there of and for the periods represented. All said Financials and financial information, where applicable, have been or will be prepared in accordance with generally accepted accounting principles consistently applied, subject in the case of interim statements to standard year-end audit adjustments, the absence of footnotes, and accounting for barter transactions. The Budget was prepared based upon assumptions which were reasonable and justifiable at the time of its preparation and, after taking into account actual conditions known to Alta to, and as of, the date of this Agreement, continue to be reasonable as of the date of this Agreement.

Financial Statements; Budget. (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness, to the extent required by GAAP to be shown therein. (b) The Quarterly Financial Statements, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) [intentionally omitted]. (d) The information provided to Lender by Borrower in connection with the development of the Budget was true and correct in all material respects and provided to Borrower in good faith.

Financial Statements; Budget. (a) Holdings has heretofore furnished to the Lenders its consolidated balance sheets and related statements of income, stockholder’s equity and cash flows (a) as of and for the fiscal year ended March 29, 2015, audited by and accompanied by the opinion of Xxxxx Xxxxxxxx LLP, independent public accountants and (b) as of and for the Fiscal Quarter and the portion of the fiscal year ended December 27, 2015, certified by its chief financial officer. Such financial statements present fairly in all material respects the financial condition and results of operations and cash flows of Holdings and its consolidated subsidiaries as of such dates and for such periods, subject to any adjustments required as a result of the recognition of a valuation allowance. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of Holdings and its consolidated subsidiaries as of the dates thereof. Such financial statements were prepared in accordance with GAAP applied on a consistent basis (except as otherwise expressly noted therein), subject to any adjustments required as a result of the recognition of a valuation allowance and, in the case of unaudited financial statements, subject to year-end audit adjustments and the absence of footnotes. (b) The Initial Budget delivered pursuant to Section 4.02(o) and each Budget delivered thereafter are based on are based on good faith estimates and assumptions believed by management of the Borrower to be reasonable and fair in light of current conditions and facts known to the Borrower at the time delivered (it being understood that such Budgets and the assumptions on which they were based, may or may not prove to be correct).

Financial Statements; Budget. The Faircom Financials heretofore furnished to Regent, as well as all financial information supplied, or to be supplied, pursuant to paragraphs 12A, 19 and 21(qq), fairly present or will fairly present the consolidated financial position and consolidated results of operations of Faircom and the Faircom Subsidiaries as of the dates thereof and for the periods represented. All said Faircom Financials and financial information, where applicable, have been and will be prepared in accordance with generally accepted accounting principles consistently applied. Faircom interim statements have been or will be prepared in accordance with generally accepted accounting principles for interim financial information subject to year-end audit adjustments and the absence of footnotes. The Faircom Budget was prepared based upon assumptions which were reasonable and justifiable at the time of its preparation and, after taking into account actual conditions known to Faircom to, and as of, the date of this Agreement, continue to be reasonable as of the date of this Agreement.

Financial Statements; Budget. (a) Within ninety (90) days after the end of each Fiscal Year, the Company shall, at its expense, cause to be delivered to any Person who was a Member at any time during the preceding Fiscal Year financial statements audited by an independent public accounting firm registered with the Public Accounting Standards Oversight Board, and within 45 days after each fiscal quarter, quarterly financial statements, in each case prepared in accordance with generally accepted accounting principles consistently applied (collectively, the “Financial Statements”) The Financial Statements shall include a statement of cash flows for such period, a profit and loss statement for such period and a balance sheet of the Company as of the end of such period. The audited Financial Statements shall include notes and shall be accompanied by a report of the Company’s independent public account firm. (b) Company shall provide a copy of the Budget referred to in Section 6.4(d) to the Members within 20 days after approval by the Board of Managers, as well as any revisions or reconciliations of the Budget as may be prepared from time to time as approved or required by the Board of Managers.

Financial Statements; Budget. The Lender shall have received an unaudited balance sheet, statement of income and changes in retained earnings and statement of cash flows of the Borrower for the fiscal year ended December 31, 2017, for the fiscal quarter ended March 31, 2018 and for the fiscal quarter ended June 30, 2018.