Common use of Financial Statements; Inspections Clause in Contracts

Financial Statements; Inspections. (i) The Company shall deliver to the Trustee and the Purchaser (A) as soon as available but in any event within 120 days after the end of each Fiscal Year a combined and combining comparative statement of income, reconciliation of capital accounts and related balance sheets for the Company, its Subsidiaries and its Affiliates for such year prepared in conformity with generally accepted accounting principles consistently applied and in reasonable detail (such combined statements to be audited and certified by an accounting firm acceptable to the Trustee with an unqualified opinion and such combining statements to be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to the Trustee), (B) as soon as available but in any event within 60 days after the end of each of the first three fiscal quarters of each Fiscal Year, a combined comparative statement of income, reconciliation of capital accounts, and related balance sheet for such quarter and for the period from the beginning of the then fiscal year to the end of such quarter, prepared in accordance with generally accepted accounting principles consistently applied (subject to year-end adjustments) and in reasonable detail (all of which shall be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to the Trustee) for the Company, its Subsidiaries, and its Affiliates, (C) upon request, copies of all such regular or periodic reports, which are available for public inspection, which the Company may be required to file with any federal or state department, bureau, commission, or agency, (D) such other financial data as the Trustee or the Purchaser may reasonably request and which is reasonably available to the Company, and (E) copies of any statements, notices, certificates, and other information required to be furnished to the Issuer under this Agreement, including without limitation Section 7.9 hereof, on the date such information is required to be so furnished. In addition, the Company shall deliver within 90 days after the end of each of the first three fiscal quarters of each Fiscal Year combining statements for any such reporting period during which the Company's investment in any Subsidiary or Affiliate shall account for 15% or more of Combined Tangible Net Worth or 15% or more of combined sales and revenues, such combining statements to be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to the Trustee and the Purchaser. All financial statements specified in clauses (A) and (B) above shall be furnished in combined comparative form for the Company, its Subsidiaries, and its Affiliates with comparative figures for the corresponding period in the preceding year, and shall be accompanied by a certificate signed by the Chief Financial Officer, with appropriate documentation substantiating all financial calculations, stating that there exists no Default or, if any such Default exists, stating the nature thereof and what action the Company proposes to take with respect thereto. (ii) The Company shall permit, and shall cause each of its Subsidiaries and Affiliates to permit, any Person designated by the Issuer, the Trustee or the Purchaser, at their own expense, to visit and inspect the properties of the Company and each of its Subsidiaries and Affiliates and to examine the books and records, including financial records of the Company, its Subsidiaries and Affiliates, and make copies or extracts thereof, and to discuss the affairs, finances, and accounts of the Company, its Subsidiaries and Affiliates, with its and their officers, at such reasonable times as the Issuer or the Trustee may reasonably request.

Financial Statements; Inspections. (i) The Company shall deliver to the Trustee and the Purchaser (A) as soon as available but in any event within 120 days after the end of each Fiscal Year a combined and combining comparative statement of income, reconciliation of capital accounts and related balance sheets for the Company, its Subsidiaries and its Affiliates for such year prepared in conformity with generally accepted accounting principles consistently applied and in reasonable detail (such combined statements to be audited and certified by an accounting firm acceptable to the Trustee with an unqualified opinion and such combining statements to be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to the Trustee), (B) as soon as available but in any event within 60 days after the end of each of the first three fiscal quarters of each Fiscal Year, a combined comparative statement of income, reconciliation of capital accounts, and related balance sheet for such quarter and for the period from the beginning of the then fiscal year to the end of such quarter, prepared in accordance with generally accepted accounting principles consistently applied (subject to year-end adjustments) and in reasonable detail (all of which shall be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to the Trustee) for the Company, its Subsidiaries, and its Affiliates, (C) upon request, copies of all such regular or periodic reports, which are available for public inspection, which the Company may be required to file with any federal or state department, bureau, commission, or agency, (D) such other financial data as the Trustee or the Purchaser may reasonably request and which is reasonably available to the Company, and (E) copies of any statements, notices, certificates, and other information required to be furnished to the Issuer under this Agreement, including without limitation Section 7.9 hereof, on the date such information is required to be so furnished. In addition, the Company shall deliver within 90 days after the end of each of the first three fiscal quarters of each Fiscal Year combining statements for any such reporting period during which the Company's investment in any Subsidiary or Affiliate shall account for 15% or more of Combined Tangible Net Worth or 15% or more of combined sales and revenues, such combining statements to be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to the Trustee and the Purchaser. All financial statements specified in clauses (A) and (B) above shall be furnished in combined comparative form for the Company, its Subsidiaries, and its Affiliates with comparative figures for the corresponding period in the preceding year, and shall be accompanied by a certificate signed by the Chief Financial Officer, with appropriate documentation substantiating all financial calculations, stating that there exists no Default or, if any such Default exists, stating the nature thereof and what action the Company proposes to take with respect thereto. (ii) The Company shall permit, and shall cause each of its Subsidiaries and Affiliates to permit, any Person designated by the Issuer, the Trustee or the Purchaser, at their own expense, to visit and inspect the properties of the Company and each of its Subsidiaries and Affiliates and to examine the books and records, including financial records of the Company, its Subsidiaries and Affiliates, and make copies or extracts thereof, and to discuss the affairs, finances, and accounts of the Company, its Subsidiaries and Affiliates, with its and their officers, at such reasonable times as the Issuer or the Trustee may reasonably request.

Financial Statements; Inspections. (i) The Company and the Guarantors shall deliver cause to be delivered to the Trustee and the Purchaser (A) as soon as available but in any event within 120 days after the end of each Fiscal Year a combined and combining comparative statement of income, reconciliation of capital accounts and related balance sheets for Xxxx and its Affiliates, including the Guarantors and the Company, its Subsidiaries and its Affiliates for such year prepared in conformity with generally accepted accounting principles consistently applied and in reasonable detail (such combined statements to be audited and certified by an accounting a firm acceptable to the Trustee of certified public accountants with an unqualified opinion and such combining statements to be unaudited and certified by the Chief Financial Officerchief financial officer of Xxxx, whose certificate shall be satisfactory to the Trustee), (B) as soon as available but in any event within 60 days after the end of each of the first three fiscal quarters of each Fiscal Year, a combined comparative statement of income, reconciliation of capital accounts, and related balance sheet for such quarter and for the period from the beginning of the then fiscal year to the end of such quarter, prepared in accordance with generally accepted accounting principles consistently applied (subject to year-end adjustments) and in reasonable detail (all of which shall be unaudited and certified by the Chief Financial Officerchief financial officer of Xxxx, whose certificate shall be satisfactory to the Trustee) for the Company, its Subsidiaries, Xxxx and its Affiliates, including the other Guarantors and the Company, (C) upon request, copies of all such regular or periodic reports, which are available for public inspection, which the Company any Guarantor may be required to file with any federal or state department, bureau, commission, or agency, (D) such other financial data as the Trustee or the Purchaser may reasonably request and which is reasonably available to the Companyany Guarantor, and (E) copies of any statements, notices, certificates, and other information required to be furnished to the Issuer Authority by such Guarantor under this Agreement, including without limitation Section 7.9 hereof, Agreement on the date such information is required to be so furnished. In addition, the Company Xxxx shall deliver within 90 days after the end of each of the first three fiscal quarters of each Fiscal Year combining statements for any such reporting period during which the Company's Xxxx'x investment in any Subsidiary or Affiliate shall account for 15% or more of Combined Tangible Net Worth or 15% or more of combined sales and revenues, such combining statements to be unaudited and certified by the Chief Financial Officerchief financial officer of Xxxx, whose certificate shall be satisfactory to the Trustee and the Purchaser. All financial statements specified in clauses (A) and (B) above shall be furnished in combined comparative form for the Company, its Subsidiaries, Xxxx and its Affiliates with comparative figures for the corresponding period in the preceding year, and shall be accompanied by a certificate signed by the Chief Financial Officerchief financial officer of Xxxx, with appropriate documentation substantiating all financial calculations, stating that there exists no Event of Default or, if any such Event of Default exists, stating the nature thereof and what action the Company Xxxx proposes to take with respect thereto. (ii) The Company Each Guarantor shall permit, and shall cause each of its Subsidiaries and Affiliates to permit, any Person designated by the IssuerAuthority, the Trustee or the Purchaser, at their own expense, to visit and inspect the properties of the Company such Guarantor and each of its Subsidiaries and Affiliates and to examine the books and records, including financial records of the Company, such Guarantor and its Subsidiaries and Affiliates, and make copies or of extracts thereof, and to discuss the affairs, finances, and accounts of the Company, such Guarantor and its Subsidiaries and Affiliates, with its and their officers, at such reasonable times as the Issuer Authority or the Trustee may reasonably request. (iii) In addition to the information required under Section 1.4(e)(i), in connection with a sale by the Purchaser of all or a portion of the Bonds and any or all of its rights under the Guaranty to one or more subsequent purchasers prior to the occurrence of an Exemption Event, or in connection with any such sale by any subsequent purchaser prior to the occurrence of an Exemption Event, each of the Guarantors shall deliver to such subsequent purchaser, at the request of the Purchaser or any subsequent purchaser and on the date specified in such request, the following information: (A) a statement describing the nature of the business of the Guarantor and the products and services it offers, (B) copies of the Guarantor's most recent balance sheet and profit and loss and retained earnings statements (which may be presented on a combined basis for the Company and all of the Guarantors), (C) copies of the financial reports listed in (B) above for two preceding fiscal years, which reports shall be audited to the extent available, (D) any other information required pursuant to Rule 144A under the Securities Act of 1933, as it may be amended from time to time and (E) a certificate, signed by an authorized officer of each Guarantor, to the effect that the information set forth in clauses (A) through (D), as of the date specified in the Purchaser's or subsequent purchaser's request, is true, accurate and complete in all material respects, and no facts have come to its attention which would lead the Guarantor to believe that such information, as of the date of the certificate, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Financial Statements; Inspections. (i) The Company shall deliver cause to be delivered to the Trustee Trustee, the Issuer and any Bondholder owning $500,000 or more in aggregate principal amount of the Purchaser Bonds Outstanding who shall request the same in writing from the Company (A) as soon as available but in any event within 120 days after the end of each Fiscal Year a combined and combining comparative statement of income, reconciliation of capital accounts and related balance sheets for the Company, its Subsidiaries Company and its Affiliates Affiliates, for such year prepared in conformity with generally accepted accounting principles consistently applied and in reasonable detail (such combined statements to be audited and certified by an accounting a firm acceptable to the Trustee of certified public accountants with an unqualified opinion and such combining statements to be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to Officer of the TrusteeCompany), (B) as soon as available but in any event within 60 days after the end of each of the first three fiscal quarters of each Fiscal Year, a combined comparative statement of income, reconciliation of capital accounts, and related balance sheet for such quarter and for the period from the beginning of the then fiscal year to the end of such quarter, prepared in accordance with generally accepted accounting principles consistently applied (subject to year-end adjustments) and in reasonable detail (all of which shall be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to Officer of the TrusteeCompany) for the Company, its Subsidiaries, Company and its Affiliates, (C) upon request, copies of all such regular or periodic reports, which are available for public inspection, which the Company may be required to file with any federal or state department, bureau, commission, or agency, (D) such other financial data as the Trustee or the Purchaser may is reasonably request requested and which is reasonably available to the Company, and (E) copies of any statements, notices, certificates, and other information required to be furnished to the Issuer by the Company under this Agreement, including without limitation Section 7.9 hereof, Agreement on the date such information is required to be so furnishedfurnished and (F) commencing on January 1, 1997 and each January 1 thereafter, financial projections of the Company and the Affiliates prepared by the Chief Financial Officer of the Company for minimum projection periods of five years, such projections to include a combined balance sheet, statement of income and retained earnings, statement of changes in financial position, statement of changes in working capital and relevant assumptions. In addition, the Company shall deliver within 90 days after the end of each of the first three fiscal quarters of each Fiscal Year to any Bondholder owning $500,000 or more in aggregate principal amount of the Bonds Outstanding who shall request the same in writing from the Company combining statements for any such reporting period during which the Company's investment in any Subsidiary or Affiliate shall account for 155% or more of Combined Tangible Net Worth or 155% or more of combined sales and revenues, such combining statements to be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to Officer of the Trustee and the PurchaserCompany. All financial statements specified in clauses (A) and (B) above shall be furnished in combined comparative form for the Company, its Subsidiaries, Company and its Affiliates with comparative figures for the corresponding period in the preceding year, and shall be accompanied by a certificate signed by the Chief Financial OfficerOfficer of the Company, with appropriate documentation substantiating all financial calculations, stating that there exists no Default or, if any such Default exists, stating the nature thereof and what action the Company proposes to take with respect thereto. (ii) The Company shall permit, and shall cause each of its Subsidiaries and Affiliates to permit, any Person designated by the Issuer, the Trustee or the Purchaserany Bondholder (including any prospective Bondholder), at their own expense, to visit and inspect the properties of the Company and each of its Subsidiaries and Affiliates and to examine the books and records, including financial records of the Company, Company and its Subsidiaries and Affiliates, and to make or obtain copies or extracts thereofthereof or of the materials described in clause (i), and to discuss the affairs, finances, and accounts of the Company, Company and its Subsidiaries and Affiliates, with its and their officers, at such reasonable times as the Issuer or Issuer, the Trustee or such Bondholder may reasonably request. The Trustee shall have no obligation to review any financial statements delivered hereunder for form or content. (iii) As a condition of providing any non-public reports, financial or operating data or other non-public information to any Bondholder pursuant to any of the provisions of this Agreement, the Company shall have the right to require that such Bondholder agree in writing not to disclose the same to any Person (except in the ordinary course of such Bondholder's business and except as otherwise required by law or legal process) without the prior written consent of the Company.

Financial Statements; Inspections. (i) The Company shall deliver to the Trustee and each Owner owning $1,000,000 or more in aggregate principal amount of the Purchaser Bonds who shall request the same in writing (A) as soon as available but in any event within 120 days after the end of each Fiscal Year a combined and combining comparative statement of income, reconciliation of capital accounts and related balance sheets for the Company, its Subsidiaries Company and its Affiliates the Guarantors for such year prepared in conformity with generally accepted accounting principles consistently applied and in reasonable detail (such combined statements to be audited and certified by an BDO Xxxxxxx or another accounting firm reasonably acceptable to the Trustee with an unqualified opinion and such combining statements to be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to the Trusteeopinion), ; (B) as soon as available but in any event within 60 90 days after the end of each of the first three fiscal quarters of each Fiscal Year, a combined comparative statement of income, reconciliation of capital accounts, accounts and related balance sheet for such quarter and for the period from the beginning of the then fiscal year to the end of such quarter, prepared in accordance with generally accepted accounting principles consistently applied (subject to year-end adjustments) and in reasonable detail (all of which shall be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to the Trustee) for such quarter for the Company, its Subsidiaries, Company and its Affiliates, the Guarantors; (C) upon request, copies of all such regular or periodic reports, which are available for public inspection, which the Company may be required to file with any federal or state department, bureau, commission, or agency, (D) such other financial data as the Trustee or the Purchaser such Bondholder may reasonably request and which is reasonably available to the Company, ; and (ED) copies of any statements, notices, certificates, certificates and other information required to be furnished to the Issuer Authority under this Agreement, including without limitation Section 7.9 7.09 hereof, on the date such information is required to be so furnished. In addition, the Company shall deliver within 120 days after each Fiscal Year and within 90 days after the end of each of the first three fiscal quarters of each Fiscal Year combining statements for any such reporting period during which the Company's investment in any Subsidiary or Affiliate shall account for 15% or more of Combined Tangible Net Worth or 15% or more of combined sales and revenues, such combining statements to be unaudited and certified by the Chief Financial Officer, whose certificate shall be satisfactory to the Trustee and the Purchaser. All financial statements specified in clauses (A) and (B) above shall be furnished in combined comparative form for the Company, its Subsidiaries, Company and its Affiliates the Guarantors with comparative figures for the corresponding period in the preceding year, and shall be accompanied by a certificate signed by the Chief Financial Officer, with appropriate documentation substantiating all financial calculations, stating that there exists no Default or, if any such Default exists, stating the nature thereof and what action the Company proposes to take with respect thereto. (ii) The Company shall permit, and shall cause each of its Subsidiaries and Affiliates the Guarantors to permit, any Person designated by the Issuer, the Trustee Authority or the Purchaserany Bondholder, at their own such person's expense, to visit and inspect the properties of the Company and each of its Subsidiaries and Affiliates the Guarantors and to examine the books and records, including financial records of the Company, its Subsidiaries Company and Affiliates, the Guarantors and make copies or extracts thereof, and to discuss the affairs, finances, finances and accounts of the Company, its Subsidiaries Company and Affiliatesthe Guarantors, with its and their officers, at such reasonable times as the Issuer or Authority, the Trustee or such Owner may reasonably request. (iii) As a condition of providing any non-public reports, financial or operating data or other non-public information to any Bondholder pursuant to any of the provisions of this Agreement, the Company shall have the right to require that such Bondholder agree in writing not to disclose the same to any Person (except in the ordinary course of such Bondholder's business, including, without limitation, in connection with any sale or proposed sale of the Bonds by such Bondholder, and except as otherwise required by law or legal process) without the prior written consent of the Company.