GAAP Financial Statements. (i) Within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year (A) of the Borrower, a copy of the unaudited consolidated balance sheets of the Borrower and its Subsidiaries, as of the close of such quarter and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments) and accompanied by the certification of an Executive Officer of the Borrower that all such financial statements are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the consolidated results of operations and cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter and for the period then ended and (B) of the Parent, a copy of the unaudited consolidated and consolidating balance sheets of the Parent, as of the close of such quarter and the related consolidated and consolidating statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to normal year-end adjustments) and accompanied by the certification of an Executive Officer of the Parent that all such financial statements are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the consolidated results of operations and cash flows of the Parent as at the end of such Fiscal Quarter and for the period then ended.
(ii) Within 90 days after the close of each Fiscal Year (A) of the Borrower, a copy of the annual audited consolidated financial statements of the Borrower and its Subsidiaries consisting of balance sheets and statements of income and retained earnings and cash flows, setting forth in comparative form in each case the figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified without material qualification by KPMG Peat Marwick or any other firm of independent certified public accountants of recognized national standing selected by the Borrower and reasonably acceptable to the Required Lenders that all such financial statements are complete and correct and present fairly in accordance with GAAP the financial position and the results of operations and cash flows of the Borrower and its Subsidiaries as at the end of such year and for the period then ended and ...
GAAP Financial Statements. (a) The audited consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Year ending December 31, 2011 which have been delivered to the Lenders (i) are true and correct in all material respects, and (ii) present fairly in accordance with GAAP (except as disclosed therein) the financial position and results of operations of the Borrower and its consolidated Subsidiaries at such date for the period then ended and the investments and reserves for the period then ended.
(b) With respect to any representation and warranty which is deemed to be made after the date hereof by the Borrower, the balance sheet and statements of operations, of shareholders’ equity and of cash flow, which as of such date shall most recently have been furnished by or on behalf of the Borrower to each Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby, shall have been prepared in accordance with GAAP consistently applied (except as disclosed therein and, in the case of interim financial statements, for the absence of footnote disclosures), and shall present fairly the consolidated financial condition of the corporations covered thereby as at the dates thereof for the periods then ended, subject, in the case of quarterly financial statements, to normal year-end audit adjustments.
(c) Except as set forth on Schedule 5.3, there has been no change in the business, assets, operations or financial condition of the Borrower or any Subsidiary which has had or could reasonably be expected to have a Material Adverse Effect since December 31, 2011.
GAAP Financial Statements. The Borrower has heretofore delivered to the Administrative Agent (i) the audited consolidated balance sheet of the Borrower as of December 31, 2016 and related audited consolidated statements of income, stockholders’ equity and cash flows of the Borrower for the Fiscal Year then ended and (ii) the unaudited consolidated balance sheet of the Borrower as of September 30, 2017 and the related unaudited consolidated statements of income, stockholders’ equity and cash flows of the Borrower for the Fiscal Quarter then ended, together in each case with all related notes and schedules thereto, as applicable. All such statements of the Borrower were prepared in conformity with GAAP and fairly present, in all material respects, the financial position of the entities described in such financial statements as at the date thereof and the results of operations and cash flows of the entities described therein for the period then ended (subject to, in the case of such financial statement for such Fiscal Quarter, normal year-end audit adjustments and the absence of footnotes). Neither the Borrower nor any of its Subsidiaries has as of the Effective Date any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case would reasonably be expected to have a Material Adverse Effect.
GAAP Financial Statements. Attached hereto as Schedule 4.1(e) are copies of consolidated financial statements of MailKey and the Subsidiaries for the period commencing March 11, 2003 (inception) through December 31, 2003 (the "GAAP Financial Statements"). The GAAP Financial Statements have been prepared from, and are in accordance with, the books and records of MailKey, comply in all material respects with applicable accounting requirements, have been prepared in accordance with United States generally accepted accounting principles consistently applied ("GAAP") throughout the periods reported upon and fairly present in all material respects the financial position of MailKey and its Subsidiaries as of the dates thereof and the results of operations and cash flows of MailKey and its Subsidiaries for the periods then ended.
GAAP Financial Statements. The Borrower will deliver to each ------------------------- Lender:
(a) As soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year, beginning with the fiscal quarter ending September 30, 1996, unaudited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows for the Borrower and its Subsidiaries for the fiscal quarter then ended and for that portion of the fiscal year then ended, in each case setting forth comparative consolidated figures as of the end of and for the corresponding period in the preceding fiscal year, all prepared in accordance with Generally Accepted Accounting Principles (subject to the absence of notes required by Generally Accepted Accounting Principles and subject to normal year-end audit adjustments) applied on a basis consistent with that of the preceding quarter or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such quarter; and
(b) As soon as available and in any event within 120 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 1996,
(i) an audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and audited consolidated statements of income, stockholders' equity and cash flows for the Borrower and its Subsidiaries for the fiscal year then ended, including the applicable notes, in each case setting forth comparative figures as of the end of and for the preceding fiscal year, certified by the independent certified public accounting firm regularly retained by the Borrower or another independent certified public accounting firm of recognized national standing reasonably acceptable to the Required Lenders, together with (y) a report thereon by such accountants that is not qualified as to going concern or scope of audit and to the effect that such financial statements present fairly the consolidated financial condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding year or containing disclosure of the effect on t...
GAAP Financial Statements. (i) Within 50 days after the close of each of the first three Fiscal Quarters of each Fiscal Year of the Borrower, a copy of its Form 10-Q filed with the Securities and Exchange Commission and accompanied by the certification of the chief executive officer, chief financial officer or treasurer of the Borrower that the financial statements set forth therein are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the consolidated, or unconsolidated, as the case may be, results of operations and cash flows of the Borrower as at the end of such Fiscal Quarter and for the period then ended.
(ii) Within 95 days after the close of each Fiscal Year, a copy of the annual audited consolidated financial statements of the Borrower and its Subsidiaries, consisting of consolidated balance sheets and consolidated statements of income and retained earnings and cash flows, setting forth in comparative form in each case the consolidated figures for the previous Fiscal Year, which financial statements shall be prepared in accordance with GAAP, certified without material qualification by the independent certified public accountants regularly retained by the Borrower, or any other firm of independent certified public accountants of recognized national standing selected by the Borrower and reasonably acceptable to the Required Lenders that all such financial statements are complete and correct and present fairly in accordance with GAAP the consolidated financial position and the consolidated results of operations and cash flows of the Borrower and its Subsidiaries as at the end of such year and for the period then ended.
GAAP Financial Statements. On or prior to the date hereof, Purchaser has delivered to Seller true, correct and complete copies of (a) the audited consolidated balance sheets of SunAmerica Inc. ("SunAmerica") and its subsidiaries as of December 31, 1995 and 1994, prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse, the independent certified public accountant of SunAmerica, and (b) the audited consolidated statements of income, stockholders' equity and cash flows of SunAmerica and its subsidiaries for the years ended December 31, 1995, 1994 and 1993 prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse (collectively, the "SunAmerica Financial Statements"). Purchaser has delivered to Seller true, correct and complete copies of the consolidated balance sheets, and the related consolidated statements of income, stockholders' equity and cash flows of SunAmerica and its subsidiaries for the quarters ended March 31, 1996 and June 30, 1996, prepared in accordance with GAAP (the "Interim SunAmerica Financial Statements"). The SunAmerica Financial Statements and the Interim SunAmerica Financial Statements are based on the books and records of SunAmerica and its subsidiaries, and the SunAmerica Financial Statements have been prepared in accordance with GAAP consistently applied, audited by Price Waterhouse and fairly present in all material respects the consolidated financial position and results of operations of SunAmerica and its subsidiaries as of the dates and for the periods indicated therein.
GAAP Financial Statements. Within thirty (30) business days after the Closing Date, Seller shall cause to be prepared and delivered to Purchaser annual financial statements for Pyramid based upon generally accepted accounting principles ("GAAP") for the year ended December 31, 2002 (the "GAAP Financial Statements") and the independent auditors' report issued by Ernst & Young LLP relating to such GAAP Financial Statements. Within five (5) business days of Seller's delivery of the GAAP Financial Statements and auditors' report to Purchaser, Purchaser shall reimburse Seller for all costs and expenses reasonably incurred by Seller in connection with the preparation of the GAAP Financial Statements and auditors' report, including, without limitation, the fees and expenses charged by Ernst & Young LLP. Such reimbursement obligation shall survive any termination of this Agreement. Notwithstanding anything contained in this Section 4.9, Purchaser acknowledges and agrees that no representation or warranty is or shall be made by Seller with respect to the GAAP Financial Statements or any auditors' report or any information contained therein whatsoever.
GAAP Financial Statements. On or prior to the date hereof, Seller has delivered to Purchaser true, correct and complete copies of (a) the audited consolidated balance sheets of John Xxxxx Xxxancial Corporation ("John Xxxxx") xnd its subsidiaries as of December 31, 1995 and 1994, prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse the independent certified public accountant of John Xxxxx, xxd (b) the audited consolidated statements of income, stockholders' equity and cash flows of John Xxxxx xxx its subsidiaries for the years ended December 31, 1995, 1994 and 1993 prepared in accordance with GAAP, together with the notes thereon and the related report of Price Waterhouse (collectively, the "John Xxxxx Xxxancial Statements"). Seller has delivered to Purchaser true, correct and complete copies of the consolidated balance sheets, and the related consolidated statements of income, stockholders' equity and cash flows of John Xxxxx xxx its subsidiaries for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, prepared in accordance with GAAP (the "Interim John Xxxxx Xxxancial Statements"). The John Xxxxx Xxxancial Statements and the Interim John Xxxxx Xxxancial Statements are based on the books and records of John Xxxxx xxx its subsidiaries and have been prepared in accordance with GAAP consistently applied (except in the case of the Interim John Xxxxx Xxxancial Statements for normal year end adjustments). The John Xxxxx Xxxancial Statements have been, audited by Price Waterhouse. The John Xxxxx Xxxancial Statements and the Interim John Xxxxx Xxxancial Statements fairly present in all material respects the consolidated financial position and results of operations of John Xxxxx xxx its subsidiaries as of the dates and for the periods indicated therein. For purposes of this Article 3, references to the knowledge of Seller means, after reasonable inquiry, the actual knowledge of officers of Seller having the title of Senior Vice President or higher.
GAAP Financial Statements. Prior to the Closing Date the Borrower has delivered to the Agent the Financial Statements consisting of the audited consolidated balance sheets of the predecessor to Summit Holding and its Subsidiaries as of December 31, 1995, December 31, 1994, December 31, 1993 and December 31, 1992 and the related statements of income and cash flows for the fiscal years then ended, and the unaudited consolidated balance sheets of Summit Holding and its Subsidiaries as of September 30, 1995 and the related statements of income and cash flows for the nine-month period then ended. All Financial Statements delivered to the Lenders have been prepared by 55 the Borrower in accordance with GAAP, and they contain no material misstatement or omission and fairly present in all material respects the financial position, assets and liabilities of Summit Holding (or its predecessors as appropriate) and its Subsidiaries, on a consolidated basis, as of the respective dates thereof and the results of operations of Summit Holding (or its predecessors as appropriate) and its Subsidiaries, on a consolidated basis, for the respective periods then ended. Since December 31, 1995, there has been no material adverse change in the assets, liabilities or financial position of any Borrower Affiliate or in the results of any such Borrower Affiliate's operations, and no Borrower Affiliate has incurred any obligation or liability that could materially and adversely affect its financial condition, business operations or the Collateral.
