Common use of Material Adverse Changes; Reports; Financial Statements Clause in Contracts

Material Adverse Changes; Reports; Financial Statements. The Shareholders and the Company will promptly notify Buyer of any event of which any of the Shareholders or the Company obtain knowledge which has had or might reasonably be expected to have a material adverse effect on the Business or which if known as of the date hereof would have been required to be disclosed to Buyer. The Shareholders and the Company will furnish to Buyer (i) as soon as available, and in any event within five days after it is prepared, any report by the Company for submission to its board of directors and the working papers related thereto and other operating or financial reports (including any projections and budgets) prepared for management of the Business and the working papers related thereto, (ii) as soon as available, copies of all portions of all reports, renewals, filings, certificates, statements and other documents filed with any Governmental Entity, (iii) monthly and quarterly unaudited balance sheets, statements of operations and cash flow and changes in Shareholder's equity for the Company, and (iv) such other reports as Buyer may reasonably request relating to the Company. Each of the financial statements delivered pursuant to this Section 6.2(b) shall be prepared in the ordinary course of business consistent with prior practices. Each of the financial statements delivered pursuant to this Section 6.2(b) shall be accompanied by a certificate of the chief financial officer of the Company to the effect that such financial statements present fairly the financial condition and results of operations of the Company for the periods covered and reflect all adjustments (which consist only of normal recurring adjustments not material in amount) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements. The Shareholders and the Company (a) Seller will promptly notify Buyer of any event of which any of the Shareholders ECI or the Company obtain Seller obtains knowledge which has had or might reasonably be expected to have a material adverse effect on the Business or any of the Purchased Assets or Assumed Liabilities or which if known as of the date hereof would have been required to be disclosed to Buyer. The Shareholders and the Company . (b) Seller will furnish to Buyer (i) as soon as available, and in any event within five 10 days after it is prepared, any report by the Company Seller for ECI or for submission to its Seller's board of directors and the working papers related thereto and other operating or financial reports (including any projections and budgets) prepared for management of the Business and the any of their respective businesses, together with any working papers related thereto, (ii) as soon as available, copies of all portions of all reports, renewals, filings, certificates, statements and other documents filed with any Governmental Entity, (iii) monthly and quarterly unaudited balance sheets, statements of operations and cash flow and changes in Shareholderstockholder's equity for the Companyof Seller, and (ivv) such other reports as Buyer may reasonably request relating to the CompanySeller. Each of the financial statements delivered pursuant to this Section 6.2(b) shall be prepared in accordance with GAAP, consistently applied, except that such financial statements may omit statements of changes in financial position and footnote disclosures required by GAAP to the ordinary course of business consistent with prior practicesextent the content thereof would not materially differ from those disclosures reported in the most recent audited period and year-end adjustments to the extent not material. Each of the financial statements delivered pursuant to this Section 6.2(b) shall be accompanied by a certificate of the chief financial officer Chief Financial Officer of the Company Seller to the effect that such financial statements present fairly the financial condition and changes in equity and results of operations and cash flow of the Company Seller for the periods covered and reflect all adjustments (which consist only of normal recurring adjustments not material in amount) necessary for a fair presentation. (c) Buyer will promptly notify Seller of any event of which Buyer obtains knowledge which has had or might reasonably be expected to have a material adverse effect on the Buyer or which if known as of the date hereof would have been required to be disclosed to Seller.

Material Adverse Changes; Reports; Financial Statements. The Shareholders and the Company (a) Seller will promptly notify Buyer of any event of which any of the Shareholders or the Company obtain Seller obtains knowledge which has had or might reasonably be expected to have a material adverse effect on the Business or any of the Purchased Assets or Assumed Liabilities or which if known as of the date hereof would have been required to be disclosed to Buyer. The Shareholders and the Company . (b) Seller will furnish to Buyer (i) as soon as available, and in any event within five 10 days after it is prepared, any report by the Company Seller for submission to its board of directors and the working papers related thereto and other operating or financial reports (including any projections and budgets) prepared for management of the Business and the Business, together with any working papers related thereto, (ii) as soon as available, copies of all portions of all reports, renewals, filings, certificates, statements and other documents filed with any Governmental Entity, (iii) monthly and quarterly unaudited balance sheets, statements of operations and cash flow and changes in Shareholderstockholder's equity for the Companyof Seller, and (iv) such other reports as Buyer may reasonably request relating to the CompanySeller. Each of the financial statements delivered pursuant to this Section 6.2(b) shall be prepared in accordance with GAAP, consistently applied (except as disclosed therein), except that such financial statements may omit footnote disclosures required by GAAP to the ordinary course of business consistent with prior practicesextent the content thereof would not materially differ from those disclosures reported in the most recent audited period and year- end adjustments to the extent not material. Each of the financial statements delivered pursuant to this Section 6.2(b) shall be accompanied by a certificate of the chief financial officer of the Company Seller to the effect that such financial statements present fairly the financial condition and changes in equity and results of operations and cash flow of the Company Seller for the periods covered and reflect all adjustments (which consist only of normal recurring adjustments not material in amount) necessary for a fair presentation.

Material Adverse Changes; Reports; Financial Statements. The Shareholders (a) ISS and the Company ISS Shareholders will promptly notify Buyer SpaceDev of any event of which ISS, or any of the Shareholders or the Company obtain them, obtains knowledge which has had or might reasonably be expected to have a material adverse effect on the Business Material Adverse Effect or which if known as of the date hereof would have been required to be disclosed to Buyer. The Shareholders and the Company SpaceDev. (b) ISS will furnish to Buyer SpaceDev (i) as soon as available, and in any event within five days after it is prepared, any report by the Company ISS for submission to its the board of directors of ISS or to the ISS Shareholders and the working papers related thereto and other operating or financial reports (including any projections and budgets) prepared for management of the Business and the working papers related thereto, (ii) as soon as available, copies of all nonconfidential portions of all reports, renewals, filings, certificates, statements and other documents filed with any Governmental Entity, (iii) monthly and quarterly unaudited (unaudited) balance sheets, statements of operations earnings and cash flow and changes in Shareholder's equity delinquency reports for the CompanyISS, and (iv) such other reports as Buyer SpaceDev may reasonably request relating to the CompanyISS. Each of the financial statements delivered pursuant to this Section 6.2(b4.2(b) shall be prepared in accordance with GAAP consistently applied during the ordinary course of business consistent with prior practicesperiods covered (except as disclosed therein), except that such financial statements may omit footnote disclosures required by GAAP to the extent the content thereof would not materially differ in nature or amount from those disclosures reported in the most recent audited period and year end adjustments to the extent not material. Each of the financial statements delivered pursuant to this Section 6.2(b4.2(b) shall be accompanied by a certificate of the chief financial officer of the Company ISS to the effect that such financial statements present statement presents fairly the financial condition and results of operations of the Company ISS for the periods covered and reflect reflects all adjustments (which consist only of normal recurring adjustments not material in amount) necessary for a fair presentation.