Form of financial statements. All accounts (audited and unaudited) delivered under Clause 11.6 will:
(a) be prepared in accordance with all applicable laws and US GAAP consistently applied;
(b) give a true and fair view of the state of affairs of the relevant person at the date of those accounts and of its profit for the period to which those accounts relate; and
(c) fully disclose or provide for all significant liabilities of the relevant person and its subsidiaries.
Form of financial statements. (a) The Company must ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the relevant person as at the date to which those financial statements were drawn up.
(b) The Company must notify the Facility Agent of any change to GAAP, the accounting practices and/or reference period relating to its audited consolidated financial statements that affects the calculation of the financial covenants or any provisions of this Agreement which relate to the financial statements of the Company.
(c) If requested by the Facility Agent, the Company must supply to the Facility Agent:
(i) a full description of any change notified under paragraph (b) above; and
(ii) sufficient information to enable the Finance Parties to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial statements delivered to the Facility Agent under this Agreement.
(d) If requested by the Facility Agent, the Company must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Company and the Lenders in the same position as they would have been in if the change notified under paragraph (b) above had not happened. Any agreement between the Company and the Facility Agent will be, with the prior consent of the Majority Lenders, binding on all the Parties.
(e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Company must supply with each set of its financial statements another set of its financial statements prepared on the same basis as the Original Financial Statements.
Form of financial statements. (a) The Owner must ensure that each set of financial statements supplied under Clause 15.1 of this Agreement fairly represents the relevant parties financial condition as at the date to which those financial statements were drawn up.
(b) The Owner must notify the Facility Agent of any change to the basis on which the audited financial statements are prepared.
(c) If requested by the Facility Agent, the Owner must supply or procure that the following are supplied to the Facility Agent:
(i) a full description of any change notified under paragraph (b) above; and
(ii) sufficient information to enable the Facility Agent to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited financial statements delivered to the Facility Agent under this Agreement.
(d) If requested by the Facility Agent, the Owner must enter into discussions for a period of not more than 30 days with a view to agreeing to any amendments required to be made to this Agreement to place the Facility Agent in the same position as it would have been in if the change had not happened.
(e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Owner shall ensure that its auditors or, as the case may be, the Owner specifies those amendments; the certificate of the auditors will be, in the absence of manifest error, binding on all the Parties.
Form of financial statements. All accounts (audited and unaudited) delivered under Clause 11.6 will:
(a) be prepared in accordance with all applicable laws and GAAP consistently applied;
(b) in the case of the annual audited financial statements of the Group, be audited by an internationally renowned auditing firm and such financial statements shall not include any material qualifications;
(c) give a true and fair view of the state of affairs of the Group at the date of those accounts and of its profit for the period to which those accounts relate; and
(d) fully disclose or provide for all significant liabilities of the Group.
Form of financial statements. All accounts (audited and unaudited) delivered under Clause 10.6 will:
(a) be prepared in accordance with all applicable laws and generally accepted accounting principles consistently applied;
(b) give a true and fair view of the state of affairs of each Borrower or, as the case may be, the Corporate Guarantor at the date of those accounts and of profit for the period to which those accounts relate; and
(c) fully disclose or provide for all significant liabilities of each Borrower or, as the case may be, the Corporate Guarantor.
Form of financial statements. All accounts (audited and unaudited) delivered under Clause 20.1 (Financial statements) will:
(a) be prepared in accordance with GAAP;
(b) when required to be audited, be audited by the auditors which are the Guarantor's auditors at the date of this Agreement or other auditors approved by the Agent, provided that, such approval by the Agent shall not be unreasonably withheld or delayed;
(c) give a true and fair view of the state of affairs of the Guarantor and its Subsidiaries at the date of those accounts and of their profit for the period to which those accounts relate; and
(d) fully disclose or provide for all significant liabilities of the Guarantor and its Subsidiaries.
Form of financial statements. All accounts delivered under Clause 11.6 will:
(a) be prepared in accordance with all applicable laws and US GAAP and, in the case of any audited financial statements, be certified by an independent and reputable auditor having requisite experience selected and appointed by the relevant Security Party;
(b) fairly represent the financial condition of the Corporate Guarantor and the Group at the date of those accounts and of their profit for the period to which those accounts relate; and
(c) fully disclose or provide for all significant liabilities of the Corporate Guarantor and the Group and each of its/their subsidiaries.
Form of financial statements. (a) The Borrower must ensure that each set of its financial statements supplied under this Agreement:
(i) gives (if audited) a true and fair view of, or (if unaudited) fairly represents, the financial condition (consolidated or otherwise) of the Borrower as at the date to which those financial statements were drawn up; and
(ii) is prepared in accordance with accounting principles and practices generally accepted in its jurisdiction of incorporation.
(b) The Borrower must notify the Lender of any material change to the manner in which its financial statements are prepared.
(c) If requested by the Lender, the Borrower must supply:
(i) a full description of any change notified under paragraph (b) above; and
(ii) sufficient information to enable the Lender to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent financial statements delivered to the Lender under this Agreement.
(d) If requested by the Lender, the Borrower must enter into discussions for a period of not more than 30 days with a view to agreeing any amendments required to be made to this Agreement to place the Borrower and the Lender in the same position as they would have been in if the change had not happened. Any agreement between the Borrower and the Lender will be binding on all the Parties.
(e) If no agreement is reached under paragraph (d) above on the required amendments to this Agreement, the Borrower must ensure that its independent auditors certify those amendments; the certificate of the independent auditors will be, in the absence of manifest error, binding on all the Parties.
Form of financial statements. The form and content of each financial statement as required above, shall be acceptable to Lender in its sole discretion, shall be certified by each party to be correct and complete, and shall include a complete description of all contingent liabilities, including, without limitation, all indebtedness guaranteed. For ease of reference and for the convenience of the parties, Appendix C to the FAQs is attached to this Agreement as Exhibit “A” and is incorporated by reference as if fully set forth herein..
Form of financial statements. All accounts (audited and unaudited) delivered under Clause 11.3 will:
(a) be prepared in accordance with GAAP;
(b) when required to be audited, be audited by the auditors which are the Guarantor’s auditors at the date of this Guarantee or other auditors approved by the Agent;
(c) give a true and fair view of the state of affairs of the Guarantor and its subsidiaries at the date of those accounts and of their profit for the period to which those accounts relate; and
(d) fully disclose or provide for all significant liabilities of the Guarantor and its subsidiaries.
