Common use of Historical Financial Information Clause in Contracts

Historical Financial Information. The Company covenants and agrees that it shall deliver to the Equity Contributor during each Term Year (i) on the first Business Day of each week commencing after the Effective Date a weekly consolidated cash flow report of the Company and its Subsidiaries for the immediately preceding week and year to date cumulative weekly consolidated cash flow, (ii) as soon as available, and in any event within thirty (30) days after the end of each month ending after the Effective Date, commencing with the month in which the Effective Date occurs, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such month and for the period from the beginning of the then current fiscal year of the Company to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), commencing with the first month for which such corresponding figures are available, and the corresponding figures from the applicable Monthly Budget, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto (iii) as soon as available, and in any event within 45 days after the end of each fiscal quarter of each fiscal year of the Company, commencing with the first fiscal quarter in which the Effective Date occurs, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year of the Company to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), and the corresponding figures from the applicable Quarterly Budget all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and (iv) as soon as available, and in any event within 90 days after the end of each fiscal year of the Company, commencing with the fiscal year ended on December 31, 2012, (x) the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year and the corresponding figures from the Annual Budget for the fiscal year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto and (y) with respect to such consolidated financial statements a report thereon of independent certified public accountants of recognized national standing selected by the Company, and reasonably satisfactory to the Equity Contributor (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards).

Historical Financial Information. The Company covenants will furnish to each Sponsor (so long as such Sponsor owns any Shares) and agrees to each Stockholder that it shall deliver to the Equity Contributor during each Term Year (i) on the first Business Day of each week commencing after the Effective Date a weekly consolidated cash flow report owns at least 2% of the Company and its Subsidiaries for Stock (on a fully-diluted basis), the immediately preceding week and year to date cumulative weekly consolidated cash flow, (ii) as following information: 6.1.1.1 As soon as available, and in any event within thirty (30) 120 days after the end of each month ending fiscal year of the Company (or, if earlier, not later than 15 days prior to the date by which a Sponsor (or its controlling Affiliate) reasonably believes it is required to file (including to maintain any relevant eligibility) with the Securities Commission financial statements that incorporate or include the results of the Company for such fiscal year-end), the audited consolidated balance sheet of the Company and the Subsidiaries as at the end of each such fiscal year and the audited consolidated statements of income, cash flows and changes in stockholders’ equity for such year of the Company and the Subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and the Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby. 6.1.1.2 As soon as available, and in any event within 60 days after the Effective Dateend of each fiscal quarter (other than the fourth fiscal quarter) of the Company (or, commencing if earlier, not later than 15 days prior to the date by which a Sponsor (or its controlling Affiliate) reasonably believes it is required to file (including to maintain any relevant eligibility) with the month in which Securities Commission financial statements that incorporate or include the Effective Date occursresults of the Company for such fiscal quarter), the consolidated balance sheet of the Company and its the Subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and the portion of the fiscal year then ended of the Company and the Subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail and all prepared in accordance with GAAP consistently applied. 6.1.1.3 As soon as available, and in any event within 30 days after the end of each month (other than the last month of a fiscal quarter), the consolidated balance sheet of the Company and the Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders’ equity and cash flows for such month and the portion of the fiscal year then ended of the Company and its the Subsidiaries for such month and for the period from the beginning of the then current fiscal year of the Company (to the end of such monthextent prepared by the Company), setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), commencing with the first month for which such corresponding figures are available, and the corresponding figures from the applicable Monthly Budgetin comparative form, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto (iii) as soon as available, and in any event within 45 days after the end of each fiscal quarter of each fiscal year of the Company, commencing with the first fiscal quarter in which the Effective Date occurs, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year of the Company to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), and the corresponding figures from the applicable Quarterly Budget all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and (iv) as soon as available, and in any event within 90 days after the end of each fiscal year of the Company, commencing with the fiscal year ended on December 31, 2012, (x) the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year and the corresponding figures from the Annual Budget for the fiscal year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto and (y) with respect to such consolidated financial statements a report thereon of independent certified public accountants of recognized national standing selected by the Company, and reasonably satisfactory to the Equity Contributor (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards).

Historical Financial Information. The Company covenants To the extent permitted by applicable laws, Luxco and/or Dutchco as Xxxx may request will furnish to Xxxx (including Fund IX and agrees that it shall deliver to Fund IX Coinvestment) the Equity Contributor during each Term Year following information so long as Xxxx owns securities of Luxco: (ia) on the first Business Day of each week commencing after the Effective Date a weekly consolidated cash flow report of the Company and its Subsidiaries for the immediately preceding week and year to date cumulative weekly consolidated cash flow, (ii) as As soon as available, and in any event within thirty 120 days after the end of each fiscal year of Dutchco (30or, if earlier, not later than 15 days prior to the date by which Xxxx (or its controlling Affiliate(s)) reasonably believes it is required to file (including to maintain any relevant eligibility) with the Securities Commission financial statements that incorporate or include the results of Dutchco and its Subsidiaries for such fiscal year-end), the audited consolidated balance sheet of Dutchco and its Subsidiaries as at the end of each such fiscal year and the audited consolidated statements of income, cash flows and changes in securityholders’ equity for such year of Dutchco and its Subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior years and fairly present in all material respects the financial condition of Dutchco and its Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and securityholders’ equity for the periods covered thereby. (b) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of Dutchco (or, if earlier, not later than 15 days prior to the date by which Xxxx (or its controlling Affiliate(s)) reasonably believes it is required to file (including to maintain any relevant eligibility) with the Securities Commission financial statements that incorporate or include the results of Dutchco and its Subsidiaries for such fiscal quarter), the consolidated balance sheet of Dutchco and its Subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in securityholders’ equity for such quarter and the portion of the fiscal year then ended of Dutchco and its Subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail and all prepared in accordance with GAAP consistently applied. (c) As soon as available, and in any event within 30 days after the end of each month ending after (other than the Effective Date, commencing with the last month in which the Effective Date occursof a fiscal quarter), the consolidated balance sheet of the Company Dutchco and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such month and for the period from the beginning portion of the then current fiscal year then ended of the Company Dutchco and its Subsidiaries (to the end of such monthextent prepared by Dutchco or its operating Subsidiary), setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), commencing with the first month for which such corresponding figures are available, and the corresponding figures from the applicable Monthly Budgetin comparative form, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto (iii) as soon as available, and in any event within 45 days after the end of each fiscal quarter of each fiscal year of the Company, commencing with the first fiscal quarter in which the Effective Date occurs, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year of the Company to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), and the corresponding figures from the applicable Quarterly Budget all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and (iv) as soon as available, and in any event within 90 days after the end of each fiscal year of the Company, commencing with the fiscal year ended on December 31, 2012, (x) the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year and the corresponding figures from the Annual Budget for the fiscal year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto and (y) with respect to such consolidated financial statements a report thereon of independent certified public accountants of recognized national standing selected by the Company, and reasonably satisfactory to the Equity Contributor (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards).

Historical Financial Information. The Company covenants and agrees that it shall deliver will furnish to each Stockholder the Equity Contributor during each Term Year following: (ia) on the first Business Day of each week commencing after the Effective Date a weekly consolidated cash flow report of the Company and its Subsidiaries for the immediately preceding week and year to date cumulative weekly consolidated cash flow, (ii) as As soon as available, and in any event within thirty (30) 120 days after the end of each month ending after fiscal year of the Effective Date, commencing with the month in which the Effective Date occursCompany, the consolidated balance sheet of the Company and its Subsidiaries subsidiaries as at the end of each such month fiscal year and the related consolidated statements of income, cash flows and changes in stockholders’ equity and cash flows for such year of the Company and its Subsidiaries for such month and for the period from the beginning of the then current fiscal year of the Company to the end of such monthsubsidiaries, setting forth in each case in comparative form the corresponding figures for the corresponding periods next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the previous fiscal year (if applicable), commencing with Company and its subsidiaries at the first month for which such corresponding figures are available, dates thereof and the corresponding figures from results of their operations and changes in their cash flows and stockholders’ equity for the applicable Monthly Budget, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto periods covered thereby. (iiib) as As soon as available, and in any event within 45 days after the end of each fiscal quarter of each fiscal year of the Company, commencing with the first fiscal quarter in which the Effective Date occurs, the consolidated and consolidating balance sheets sheet of the Company and its Subsidiaries subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and cash flows the portion of the fiscal year then ended of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year of the Company to the end of such fiscal quartersubsidiaries, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable)in comparative form, and the corresponding figures from the applicable Quarterly Budget all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and . (ivc) as As soon as available, and in any event within 90 20 days after the end of each fiscal year of the Companymonth, commencing with the fiscal year ended on December 31, 2012, (x) the consolidated and consolidating balance sheets sheet of the Company and its Subsidiaries subsidiaries as at the end of such fiscal year month and the related consolidated statements of income, stockholders’ equity and cash flows for such month and the portion of the fiscal year then ended of the Company and its Subsidiaries for such fiscal yearsubsidiaries (to the extent prepared by the Company), setting forth in each case in comparative form the figures for the corresponding figures for periods of the previous fiscal year and the corresponding figures from the Annual Budget for the fiscal year covered by such financial statementsin comparative form, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto and (y) with respect to such consolidated financial statements a report thereon of independent certified public accountants of recognized national standing selected by the Company, and reasonably satisfactory to the Equity Contributor (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards).

Historical Financial Information. The Company covenants and agrees that it shall deliver will furnish to each Stockholder the Equity Contributor during each Term Year following: (ia) on the first Business Day of each week commencing after the Effective Date a weekly consolidated cash flow report of the Company and its Subsidiaries for the immediately preceding week and year to date cumulative weekly consolidated cash flow, (ii) as As soon as available, and in any event within thirty (30) days after the end of each month ending after the Effective Date, commencing with the month in which the Effective Date occurs, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such month and for the period from the beginning of the then current fiscal year of the Company to the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), commencing with the first month for which such corresponding figures are available, and the corresponding figures from the applicable Monthly Budget, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto (iii) as soon as available, and in any event within 45 days after the end of each fiscal quarter of each fiscal year of the Company, commencing with the first fiscal quarter in which the Effective Date occurs, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year of the Company to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), and the corresponding figures from the applicable Quarterly Budget all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and (iv) as soon as available, and in any event within 90 120 days after the end of each fiscal year of the Company, commencing with the fiscal year ended on December 31, 2012, (x) the consolidated and consolidating balance sheets sheet of the Company and its Subsidiaries subsidiaries as at the end of each such fiscal year and the related consolidated statements of income, cash flows and changes in stockholders’ equity and cash flows for such year of the Company and its Subsidiaries for such fiscal yearsubsidiaries, setting forth in each case in comparative form the corresponding figures for the previous next preceding fiscal year and year, accompanied by the corresponding figures from the Annual Budget for the fiscal year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto and (y) with respect to such consolidated financial statements a report thereon of independent certified public accountants of recognized national standing selected by the Companystanding, and reasonably satisfactory to the Equity Contributor (which report and/or the accompanying financial statements shall be unqualified effect that, except as to going concern and scope of auditset forth therein, and shall state that such consolidated financial statements fairly present, have been prepared in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity accordance with GAAP generally accepted accounting principles applied on a basis consistent with prior years and fairly present in all material respects the financial condition of the Company and its subsidiaries at the dates thereof and the results of their operations and changes in their cash flows and stockholders’ equity for the periods covered thereby. (except b) As soon as otherwise disclosed available, and in any event within 60 days after the end of each fiscal quarter of the Company, the consolidated balance sheet of the Company and its subsidiaries as at the end of such financial statementsquarter and the consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and the portion of the fiscal year then ended of the Company and its subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail. (c) As soon as available, and that in any event within 25 days after the examination end of each month, the consolidated balance sheet of the Company and its subsidiaries as at the end of such month and the consolidated statements of income, cash flows for such month and the portion of the fiscal year then ended of the Company and its subsidiaries (to the extent prepared by such accountants the Company), setting forth in connection with such consolidated financial statements has been made each case the figures for the corresponding periods of the previous fiscal year in accordance with generally accepted auditing standards)comparative form, all in reasonable detail.

Historical Financial Information. The Company covenants Luxco and/or Dutchco as Xxxx may request will furnish to Xxxx (including Fund IX and agrees that it shall deliver to Fund IX Coinvestment) the Equity Contributor during each Term Year following information so long as Xxxx owns securities of Luxco: (ia) on the first Business Day of each week commencing after the Effective Date a weekly consolidated cash flow report of the Company and its Subsidiaries for the immediately preceding week and year to date cumulative weekly consolidated cash flow, (ii) as As soon as available, and in any event within thirty 120 days after the end of each fiscal year of Dutchco (30or, if earlier, not later than 15 days prior to the date by which Xxxx (or its controlling Affiliate(s)) reasonably believes it is required to file (including to maintain any relevant eligibility) with the Securities Commission financial statements that incorporate or include the results of Dutchco and its Subsidiaries for such fiscal year-end), the audited consolidated balance sheet of Dutchco and its Subsidiaries as at the end of each such fiscal year and the audited consolidated statements of income, cash flows and changes in securityholders’ equity for such year of Dutchco and its Subsidiaries, setting forth in each case in comparative form the figures for the next preceding fiscal year, accompanied by the report of independent certified public accountants of recognized national standing, to the effect that, except as set forth therein, such consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior years and fairly present in all material respects the financial condition of Dutchco and its Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and securityholders’ equity for the periods covered thereby. (b) As soon as available, and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of Dutchco (or, if earlier, not later than 15 days prior to the date by which Xxxx (or its controlling Affiliate(s)) reasonably believes it is required to file (including to maintain any relevant eligibility) with the Securities Commission financial statements that incorporate or include the results of Dutchco and its Subsidiaries for such fiscal quarter), the consolidated balance sheet of Dutchco and its Subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in securityholders’ equity for such quarter and the portion of the fiscal year then ended of Dutchco and its Subsidiaries, setting forth in each case the figures for the corresponding periods of the previous fiscal year in comparative form, all in reasonable detail and all prepared in accordance with GAAP consistently applied. (c) As soon as available, and in any event within 30 days after the end of each month ending after (other than the Effective Date, commencing with the last month in which the Effective Date occursof a fiscal quarter), the consolidated balance sheet of the Company Dutchco and its Subsidiaries as at the end of such month and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such month and for the period from the beginning portion of the then current fiscal year then ended of the Company Dutchco and its Subsidiaries (to the end of such monthextent prepared by Dutchco or its operating Subsidiary), setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), commencing with the first month for which such corresponding figures are available, and the corresponding figures from the applicable Monthly Budgetin comparative form, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto (iii) as soon as available, and in any event within 45 days after the end of each fiscal quarter of each fiscal year of the Company, commencing with the first fiscal quarter in which the Effective Date occurs, the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year of the Company to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous fiscal year (if applicable), and the corresponding figures from the applicable Quarterly Budget all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto, and (iv) as soon as available, and in any event within 90 days after the end of each fiscal year of the Company, commencing with the fiscal year ended on December 31, 2012, (x) the consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous fiscal year and the corresponding figures from the Annual Budget for the fiscal year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto and (y) with respect to such consolidated financial statements a report thereon of independent certified public accountants of recognized national standing selected by the Company, and reasonably satisfactory to the Equity Contributor (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards).