Financial Statements; Periodic Reports Sample Clauses

Financial Statements; Periodic Reports. The Borrower shall furnish to the Bank: (i) as soon as practicable and in any event within ninety (90) days after the last day of each fiscal year of the Borrower, a copy of the annual audit report of the Borrower, prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding fiscal year, and consisting of a consolidated balance sheet as at the end of such fiscal year and consolidated statements of earnings, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative consolidated form corresponding consolidated figures from the preceding annual audit, certified by a nationally-recognized firm of independent certified public accountants, whose certificate shall be in scope and substance reasonably satisfactory to the Bank and shall include, without limitation, a certification that in auditing the Borrower, such accountant has obtained no knowledge of an Event of Default (as hereinafter defined) hereunder, or if any Event of Default exists, specifying the nature and period of existence thereof, and accompanied by such accountant’s management letter with respect thereto; (ii) as soon as practicable and in any event within forty-five (45) days after the last day of each of the Borrower’s first three fiscal quarters, a copy of the Borrower’s unaudited financial statements, prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding fiscal quarter, and consisting of a consolidated balance sheet as at the end of such fiscal quarter and consolidated statements of earnings, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the period from the beginning of the then-current fiscal year through the end of such fiscal quarter, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, and certified by an authorized financial officer of the Borrower, subject to changes resulting from year-end adjustments; (iii) promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and reports as the Borrower shall send to its stockholders and copies of all registration statements (without exhibits) and all regulatory and periodic reports which the Borrower files with the Securities and Exchange Commission (the “SEC”) or any governmental body or agency suc...
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Financial Statements; Periodic Reports. The Service Provider shall provide such assistance to the Service Recipient as may be requested from time to time by the Service Recipient in the preparation of an audited consolidated balance sheet as at the end of each fiscal year and audited statements of income and results of operations and cash flows for such fiscal year (including notes thereto) of Parent and any subsidiary requested by Parent, which set forth in each case (in comparative form) corresponding figures for the preceding fiscal year and which are accompanied by the report thereon of the Accountants to the effect that such financial statements have been prepared in accordance with U.S. GAAP applied on a basis consistent with prior years (except as otherwise specified in such report). In addition, the Service Provider shall provide other financial statements and periodic reports as reasonably requested by the Service Recipients. The Service Provider shall provide such assistance to the Service Recipient as may be requested from time to time in the preparation of a report of Parent and any subsidiary consisting of an unaudited consolidated balance sheet as at the end of each fiscal quarter and an unaudited statement of operations, setting forth in each case in comparative form the corresponding figures for the preceding fiscal quarter. If requested by the Service Recipient, any such reports shall be certified by the Service Provider to be correct and complete, to fairly present in all material respects the consolidated financial condition of the Service Recipient, as the case may be, at the date shown and the results of operations for the period then ended and to have been prepared in accordance with U.S. GAAP consistently applied, except for year-end adjustments. The reports for each fiscal quarter shall include a narrative discussion describing the business and operations of the Service Recipient during the preceding quarter. The Service Provider may engage outside accountants in connection with the provision of administrative services relating to the preparation of financial statements and periodic reports, in accordance with applicable corporate policies.
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Financial Statements; Periodic Reports. (a) The Manager shall have prepared and shall furnish to the Company Board as soon as practicable, but in any event within 90 days after the end of each fiscal year of the Company, an audited consolidated balance sheet as at the end of such fiscal year and audited statements of income and results of operations and cash flows for such fiscal year (including notes thereto), setting forth in each case in comparative form corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by the report thereon of the Accountants to the effect that such financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in such report). The Manager shall use all reasonable efforts to conduct the business of the Company so that such report of the Accountants will not contain any qualifications as to the scope of the audit or with respect to the Company's compliance with generally accepted accounting principles consistently applied, except for changes in methods of accounting in which such Accountants concur. (b) The Manager shall prepare as soon as practicable, and in any event within 45 days after the end of each fiscal quarter, a report of the Company consisting
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Financial Statements; Periodic Reports. (a) The Manager shall have prepared and shall furnish to the IWCL Board as soon as practicable, but in any event within 90 days after the end of each fiscal year of IWCL, an audited consolidated balance sheet of IWCL as at the end of such fiscal year and audited statements of income and results of operations and cash flows of IWCL for such fiscal year (including notes thereto), setting forth in each case (in comparative form) corresponding figures for the preceding fiscal year. Such financial statements shall be accompanied by the report (b) The Manager shall prepare and furnish to IWCL Board as soon as practicable, and in any event within 45 days after the end of each fiscal quarter, a report of IWCL consisting of an unaudited consolidated balance sheet as at the end of such quarter and an unaudited statement of operations, setting forth in each case in comparative form the corresponding figures for the preceding fiscal quarter. All such reports shall be certified by the Manager to be correct and complete, to fairly present in all material respects the consolidated financial condition of IWCL at the date shown and the results of its operations for the period then ended and to have been prepared in accordance with generally accepted accounting principles consistently applied except for year end adjustments. The reports for each calendar quarter shall include a narrative discussion prepared by the Manager describing the business and operations of IWCL during the preceding quarter.
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Financial Statements; Periodic Reports. (a) The Manager shall have prepared and shall furnish to the Operating Board as soon as practicable, but in any event within 90 days after the end of each fiscal year of Operating, an audited consolidated balance sheet of Operating as at the end of such fiscal year and audited statements of income and results of operations and cash flows of Operating for such fiscal (b) The Manager shall prepare and furnish to the Operating Board as soon as practicable, and in any event within 45 days after the end of each fiscal quarter, a report of Operating consisting of an unaudited consolidated balance sheet as at the end of such quarter and an unaudited statement of operations, setting forth in each case in comparative form the corresponding figures for the preceding fiscal quarter. The reports for each calendar quarter shall include a narrative discussion prepared by the Manager describing the business and operations of Operating during the preceding quarter.
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Financial Statements; Periodic Reports. 13 2.17 Other ................................................................ 14 2.18
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Financial Statements; Periodic Reports. Verification. Furnish to the Bank: (i) within ninety (90) days after the last day of each fiscal year of Borrower, a copy of the annual audited financial statements of Borrower signed by independent certified accountants satisfactory to the Bank and prepared in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding fiscal year, with detail consistent with past financial statements (unless Bank requests additional detail, in which case Bank shall allow Borrower a reasonable opportunity to provide same), including, at a minimum, a balance sheet, profit and loss statement with proper footnotes, and statements of retained earnings and sources and application of funds; (ii) within ten (10) days after the last day of each quarter [or, upon written notice from Bank, thereafter, within ten (10) days after the last day of each calendar month] a copy of Borrower's unaudited financial statements, with detail consistent with past financial statements (unless Bank requests additional detail, in which case Bank shall allow Borrower a reasonable opportunity to provide the same), and such other statements and/or reports as Bank shall reasonably request all in sufficient detail to fully and accurately present the financial condition and results of operations of Borrower; (iii) at the request of Bank, any annual auditor's management letter; (iv) within ninety (90) days after the end of each fiscal year, an annual projection of income statements and cash forecasts for such year; and (v) within ten (10) days after the last day of each calendar month a monthly compliance certificate certifying that Borrower is in compliance with the financial covenants set forth in Exhibit 2(f) hereof and including a monthly income statement, with detail consistent with past financial statements; (vi) such other reports and information as the Bank may reasonably request. Borrower shall permit the Bank, or its agents or representatives, at all times to perform audits, inspect Borrower's property and to verify accounts, inspect, check, make copies of or extracts from the books, records and files of Borrower, and Borrower will make the same available to the Bank or its agents and representatives at any reasonable time (within usual business hours), and upon reasonable notice for such purposes. Borrower shall provide Bank or its agents or representatives with reasonable clerical assistance in order to permit Bank or its agents or represent...
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Related to Financial Statements; Periodic Reports

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • SEC Filings; Financial Statements (a) Since January 1, 2020, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC promulgated thereunder. All of the audited financial statements and unaudited interim financial statements of the Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”), (A) have been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments), (B) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (C) fairly present in all material respects the financial position and the results of operations, cash flows and changes in stockholders’ equity of the Company as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). Since January 1, 2021, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. (b) No member of the Company Group is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, any member of the Company Group in the Company’s published financial statements or other Company SEC Documents. (c) Without limiting the generality of Section 3.7(a), (i) Ernst & Young LLP has not resigned or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreement with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, (ii) since January 1, 2020, neither the Company Group nor, to the knowledge of the Company, any Company Representative has formally received any material written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company Group or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that a member of Company Group has engaged in questionable accounting or auditing practices, (iii) no executive officer of the Company has failed in any respect to make, without qualification, the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any form, report or schedule filed by the Company with the SEC since the enactment of the Xxxxxxxx-Xxxxx Act and (iv) no enforcement action has been initiated or, to the knowledge of the Company, threatened against the Company by the SEC relating to disclosures contained in any Company SEC Document. (d) As of the date of this Agreement, there are no unresolved comments (as such term is used under Item 1B of Form 10-K) received from the SEC staff relating to the Company SEC Documents. To the knowledge of the Company, none of the Company SEC Documents is subject to ongoing SEC review or investigation. The Company has made available, to the extent not available on XXXXX, to Parent true, correct and complete copies of all written correspondence between the SEC, on the one hand, and the Company Group, on the other hand, occurring since January 1, 2020.

  • Financial Statements Sellers have delivered to Buyer: (a) [unaudited] consolidated balance sheets of the Acquired Companies as at in each of the years through , and the related [unaudited] consolidated statements of income, changes in stockholders' equity, and cash flow for each of the fiscal years then ended, [together with the report thereon of , independent certified public accountants,] (b) a consolidated balance sheet of the Acquired Companies as at (including the notes thereto, the "Balance Sheet"), and the related consolidated statements of income, changes in stockholders' equity, and cash flow for the fiscal year then ended, together with the report thereon of , independent certified public accountants, and (c) an unaudited consolidated balance sheet of the Acquired Companies as at (the "Interim Balance Sheet") and the related unaudited consolidated statements of income, changes in stockholders' equity, and cash flow for the months then ended, including in each case the notes thereto. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP [, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet)]; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved [, except as disclosed in the notes to such financial statements]. No fina ncial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company.

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