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 Sirius as of and for the three years ended December 31, 2006 and as of and for the three months ended March 31, 2007 (the “Unaudited Financial Statements”) present fairly, in all material respects, the financial condition of Sirius at the respective dates of the balance sheets included therein and the results of operations, cash flows and members’ equity of Sirius 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”), subject to the absence of notes and normal recurring year end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse). A copy of the Unaudited Financial Statements is attached hereto as Schedule 4.12(a).
(b) At the Closing, the audited financial statements of Sirius as of and for the three years ended December 31, 2006 (including the related notes) (the “Audited Annual Financial Statements”) will present fairly, in all material respects, the financial condition of Sirius at the respective dates of the balance sheets included therein and the results of operations, cash flows and members’ equity of Sirius for the respective periods set forth therein and will have been prepared in accordance with GAAP. When available, a copy of the Audited Annual Financial Statements shall be attached hereto as Schedule 4.12(b). As of the Closing Date, the Audited Annual Financial Statements will be consistent in all material respects with the corresponding periods in the Unaudited Financial Statements and will be free of a qualified opinion. The footnotes to the Audited Annual Financial Statements will not disclose any fact or circumstance that could reasonably be expected to lead to or cause such a material adverse change; provided, however, that (a) changes resulting from conditions affecting the coastwise maritime petroleum transportation industry in general and (b) changes in the economy in general shall, in each case, be excluded from the determination to the extent that they do not have a disproportionate effect on Sirius as compared to other entities engaged in the coastwise maritime petroleum transportation industry in Hawaii and along the West Coast.
(c) At the Closing, the unaudited financial statements of Sirius as of and for the three months ended March 31, 2007 (including the related notes) (the “Unaudited Interim Financial Statements” and, ...
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 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 thereof 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. 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. Except as disclosed in SCHEDULE 3.4(a), ---------------------------- --------------- all Financial Statements concerning any Borrower that are referenced below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end accruals, reclassifications and audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.
(a) The following Financial Statements attached hereto as SCHEDULE -------- 3.4
(i) The audited consolidated balance sheets at December 28, 1997, and the related statements of income and cash flows of Borrowers for the Fiscal Year then ended, certified by Xxxxxx Xxxxxxxx LLP.
(ii) The unaudited balance sheet(s) at September 6, 1998, and the related statement(s) of income and cash flows of Borrowers for the fiscal period then ended.
Financial Statements; Budget. 11 (k) Contracts.............................................................................12 (1)
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. (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. 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.
