Common use of Periodic Reports; Budgets Clause in Contracts

Periodic Reports; Budgets. (a) It will furnish to each Qualified Investor as soon as practicable, and in any event within 90 days after the end of each fiscal year of the Company, audited financial statements of the Company, including an audited balance sheet as at the end of such fiscal year and audited statements of income and retained earnings and cash flow for such fiscal year, setting forth in each case in comparative form corresponding figures for the preceding fiscal year and for the budget for the fiscal year just completed (provided, however, that information as to the budgeted figures will not be audited), all of which will fairly present the financial condition of the Company at the date shown and the results of its operations for the period then ended. Such financial statements shall be accompanied by the report thereon of nationally recognized independent public 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 Company will use its best efforts to conduct its business so that such report of the independent public accountants will not contain any qualifications as to the scope of the audit, the continuance of the Company, 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) It will furnish to each Qualified Investor, as soon as practicable and in any event within 30 days after the end of each calendar month, a monthly report of the Company consisting of an unaudited balance sheet as at the end of such month and an unaudited statement of income and statement of cash flows for such month and for the fiscal year to date, setting forth in each case in comparative form the corresponding figures for the preceding year and for the budget. All such reports shall be certified to by the chief financial officer of the Company to fairly present the financial condition of the Company 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 for interim financial information consistently applied except for normal year end adjustments. The reports for each calendar month shall include a narrative discussion prepared by the Company describing the business and operations of the Company during the preceding calendar month. (c) It will furnish to its Board of Directors as early as practicable prior to the end of each fiscal year of the Company for its approval, and promptly after obtaining such approval will furnish to each Qualified Investor, an annual Business Plan for the Company as approved by the Company's Board of Directors for (i) the succeeding fiscal year, containing projections of profit and loss and cash flow for each month of such fiscal year and ending balance sheets for each quarter of such fiscal year, and (ii) the succeeding two fiscal years, containing projections of profit and loss, cash flow and ending balance sheets for each of such years. Promptly upon preparation thereof, the Company will furnish to each such holder any other budgets that the Company may prepare and provide to the Board of Directors generally and any revisions of such previously furnished budgets. (d) It will furnish to each Qualified Investor, promptly after receipt, each audit response letter, accountant's management letter and other reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company.

Periodic Reports; Budgets. (a) It The Company will furnish to each Qualified Investor as soon as practicable, and in any event within 90 days after the end of each fiscal year of the Company, audited financial statements to the Investor, an annual report of the Company, including an audited balance sheet as at of the end of such fiscal year and audited statements of income and retained earnings operations, audited shareholders' equity and cash flow flows for such fiscal year, together with the related notes thereto, setting forth in each case in comparative form corresponding figures for the preceding fiscal year and for the budget for the fiscal year just completed (provided, however, that information as to the budgeted figures will not be audited)year, all of which will present fairly present the financial condition position of the Company at the date shown and the results of its operations and changes in its financial position as of the time and for the period then ended. Such The financial statements shall be accompanied by the a report thereon of nationally recognized independent public 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 Company will use its best efforts to conduct its business so that such report , and present fairly the financial position of the independent public accountants will not contain any qualifications Company and the results of its operations and changes in its financial position as to the scope of the audittime and for the period then ended. Notwithstanding the foregoing, the continuance obligations of the Company, or with respect to Company under this Section 5.1(a) will cease and be of no further force and effect upon the Company's compliance with generally accepted accounting principles consistently applied, except for changes in methods closing of accounting in which such accountants concuran Initial Public Offering. (b) It The Company will furnish to each Qualified Investor, as soon as practicable practicable, and in any event within 30 45 days after the end of each calendar monthfiscal quarter of the Company, to the Investor, a monthly report of the Company consisting of an unaudited balance sheet as at of the end of such month quarter, and an unaudited statement statements of income operations, shareholders' equity and statement of cash flows for such month quarter, and for the fiscal year to year-to-date, setting forth in each case in comparative form the corresponding figures for the preceding year and for the budgetyear. All such reports shall be certified to by the chief financial officer Chief Financial Officer of the Company to present fairly present the financial condition position of the Company at the date shown and the results of its operations and changes in its financial position as of the time and for the period then ended and to have been prepared in accordance with generally accepted accounting principles for interim financial information consistently applied except for principles, subject to normal year year-end adjustments. The reports for each calendar month shall include a narrative discussion prepared by Notwithstanding the Company describing foregoing, the business and operations obligations of the Company during under this Section 5.1(b) will cease and be of no further force and effect upon the preceding calendar monthclosing of an Initial Public Offering. (c) It will furnish to its Board of Directors as early as practicable prior to the end of each fiscal year of the Company for its approval, and promptly after obtaining such approval will furnish to each Qualified Investor, an annual Business Plan for the Company as approved by the Company's Board of Directors for (i) the succeeding fiscal year, containing projections of profit and loss and cash flow for each month of such fiscal year and ending balance sheets for each quarter of such fiscal year, and (ii) the succeeding two fiscal years, containing projections of profit and loss, cash flow and ending balance sheets for each of such years. Promptly upon preparation thereof, the Company will furnish to each such holder any other budgets that the Company may prepare and provide to the Board of Directors generally and any revisions of such previously furnished budgets. (d) It will furnish to each Qualified Investor, promptly after receipt, each audit response letter, accountant's management letter and other reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company.

Periodic Reports; Budgets. (a) It will SVGL shall furnish to each Qualified Investor IBM as soon as practicable, practicable and in any event within 90 60 days after the end of each fiscal year of SVGL, beginning with the Companyfiscal year ending on September 30, audited financial statements 1997, an annual report of the CompanySVGL, including an audited balance sheet as at of the end of such fiscal year and the related audited statements of income and retained earnings operations, stockholders' equity and cash flow flows for such fiscal year, year (similar statements if the foregoing statements change as the result of changes in generally accepted accounting principles) setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and for the budget for the fiscal year just completed (provided, however, that information as to the budgeted figures will need not be audited), all of which will shall fairly present the financial condition of SVGL as of the Company at the date dates shown and the results of its operations for the period periods then ended. Such financial statements shall be accompanied by the report thereon of nationally recognized IBM Confidential 28 29 independent public accountants to the effect that such financial statements have been prepared in accordance conformity with generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in such report). The Company will use its best efforts to SVGL shall conduct its business so that such report of the independent public accountants will shall not contain any qualifications as to the scope of the audit, the continuance of the Company, audit or with respect to the CompanySVGL's compliance with generally accepted accounting principles consistently applied, except for changes in methods of accounting in which such accountants concur. SVGL shall also include with such financial statements a calculation of primary and, if applicable, fully diluted earnings per share and a schedule of sales or repurchases of securities of SVGL showing the amount and type of, the price paid for and the conversion prices of, with respect to convertible securities, such security and the seller and purchaser. (b) It will SVGL shall furnish to IBM as soon as practicable and in any event within 30 days after the end of each Qualified Investorcalendar quarter, a quarterly report of SVGL consisting of an unaudited balance sheet as of the end of such quarter and the related unaudited statements of operations and cash flows for quarter and for the fiscal year to date, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and for the budget for the current fiscal year. All IBM Confidential 29 30 such reports shall be certified by SVGL's chief financial officer as fairly presenting the financial condition of SVGL as of the date shown and its results of operations for the periods then ended and to have been prepared in conformity with generally accepted accounting principles consistently applied, except for normal, recurring year-end audit adjustments. (c) SVGL shall furnish to IBM, as soon as practicable and in any event within 30 days after the end of each calendar month, a monthly report of the Company SVGL consisting of an unaudited balance sheet as at of the end of such month and an the related unaudited statement statements of income operations and statement of cash flows for such month and for the fiscal year to date, setting forth in each case in comparative form the corresponding figures for the preceding year and budget for the budget. All such reports shall be certified to by the chief financial officer of the Company to fairly present the financial condition of the Company 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 for interim financial information consistently applied except for normal year end adjustmentscurrent fiscal year. The reports for each calendar month shall include a narrative discussion prepared by the Company SVGL describing the business and operations of the Company SVGL during the preceding such calendar monthperiod. (cd) It will SVGL shall furnish to its Board of Directors IBM, for so long as early IBM is an Eligible Stockholder, as soon as practicable and in any event not less than 30 days prior to the end commencement of each fiscal year of the Company for its approval, and promptly after obtaining such approval will furnish to each Qualified Investor, SVGL (A) an annual Business Plan operating budget for the Company as SVGL, approved by the Company's Board of Directors of SVGL, for (i) the succeeding fiscal year, containing projections of profit and loss and cash flow for each month of such fiscal year and ending balance sheets for each quarter of such fiscal year, and (ii) the succeeding two fiscal years, containing projections of profit and loss, cash flow and ending balance sheets for each quarter and each month of such fiscal year, (B) an annual summary budget for the three fiscal years IBM Confidential 30 31 following the next fiscal year, containing projections of profit and loss for each of such years, and (C) a business plan for SVGL relating to the succeeding fiscal year setting forth a development plan, financial plan, marketing plan and budgeted and projected figures. Promptly upon preparation thereof, the Company will SVGL shall furnish to each such holder IBM, for as so long as IBM is an Eligible Stockholder, any other operating budgets or business plans that the Company SVGL may prepare and provide which are submitted to or approved by the Board of Directors generally and any revisions of such previously furnished budgetsbudgets or business plans so approved. (de) It will furnish SVGL's obligations pursuant to Section 6.2 (a) and (b) shall be suspended for so long as the Common Stock is registered pursuant to Section 12 of the Exchange Act of SVGL is required to file reports with the SEC pursuant to Section 15(d) of the Exchange Act; provided that SVGL timely files its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and provides a copy thereof to each Qualified Investor, promptly after receipt, each audit response letter, accountant's management letter and other reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the CompanyStockholder.

Periodic Reports; Budgets. (a) It The Company will furnish to each Qualified Investor Purchaser as soon as practicable, and in any event within 90 days after the end of each fiscal year of the Company, audited financial statements an annual report of the Company, including an audited balance sheet as at the end of such fiscal year and audited statements of income operations, income, and retained earnings and statement of cash flow flows for such fiscal year, setting forth in each case in comparative form corresponding figures for the preceding fiscal year and for the budget for the fiscal year just completed (provided, however, that information as to the budgeted figures will not be audited), all of which will be materially correct and complete and will fairly present the financial condition of the Company at the date shown and the results of its operations for the period then ended. Such financial statements shall be accompanied by the report thereon of nationally recognized independent public accountants engaged by Charter for its other businesses 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 Company will use its best efforts to conduct its business so that such report of the independent public accountants will not contain any qualifications as to the scope of the audit, the continuance of the Company, 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) It The Company will furnish to each Qualified Investor, Purchaser as soon as practicable and in any event within 30 days after the end of each calendar monthquarter, a monthly quarterly report of the Company consisting of an unaudited balance sheet as at the end of such month quarter and an unaudited statement of income operations and statement of cash flows changes in final position for such month quarter and for the fiscal year to date, setting forth in each case in comparative form the corresponding figures for the preceding year and for the budget. All such reports shall be certified to by the chief financial officer of the Company to be correct and complete, to fairly present the financial condition of the Company 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 acceptable accounting principles for interim financial information consistently applied applied, except for normal year year-end adjustments. The reports for each calendar month quarter shall include a narrative discussion prepared by the Company describing the business and operations of the Company during the preceding calendar monthquarter. (c) It The Company will furnish to its Board of Directors Purchaser, as early soon as practicable and in any event not less than 30 days prior to the end of each fiscal year of the Company for its approval, and promptly after obtaining such approval will furnish to each Qualified InvestorCompany, an annual Business Plan operating budget and business plan for the Company as approved by the Company's Board of Directors for ([i) ] the succeeding fiscal year, containing projections of profit and loss and loss, cash flow and ending balance sheets for each month of such fiscal year and ending balance sheets for each quarter of such fiscal year, and ([ii) ] the succeeding two three (3) fiscal years, containing projections of profit and loss, cash flow and ending balance sheets for each of such years. Promptly upon preparation thereof, the Company will furnish to each such holder Purchaser any other budgets that the Company may prepare and provide to the Board of Directors generally and any revisions of such previously furnished budgets. (d) It will furnish to each Qualified Investor, promptly after receipt, each audit response letter, If any accountant's management letter and or other reports are submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company, the Company will furnish Purchaser, promptly after receipt, such letter or other reports and any responses of the Company thereto. (e) The Company will furnish to Purchaser as of the date of this Agreement a Plan, setting forth a business plan for the Company and budget for the 12 month period following the date thereof, including a detailed statement of the uses of the proceeds from the Preferred Shares. For so long as Purchaser holds Preferred Shares or Company Common Stock, the Company will provide Purchaser with a revised Plan on an annual basis.

Periodic Reports; Budgets. (a) It will The Company shall furnish to each Qualified Investor as soon as practicableIBM, and in any event within 90 days after the end of each fiscal year of the Company, an audited financial statements consolidated balance sheet of the Company, including an audited balance sheet Company as at of the end of such fiscal year and the related audited consolidated statements of income and retained earnings operations, stockholders' equity and cash flow flows of the Company for such fiscal yearyear (or similar statements if the foregoing statements change as the result of changes in generally accepted accounting principles), setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and for the budget for the fiscal year just completed (provided, however, that information as to the budgeted figures will need not be audited), all of which will shall fairly present the financial condition of the Company at as of the date dates shown and the results of its operations for the period periods then ended. Such financial statements shall be accompanied by the report thereon of Arthxx Xxxexxxx & Xo., independent certified public accountants for the Company (or another nationally recognized certified public accounting firm that may be engaged as the Company's independent public accountants accountant), to the effect that such financial statements have been prepared in accordance conformity with generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in such report). The Company will use its best efforts to shall conduct its business so that such report of the independent public accountants will shall not contain any qualifications as to the scope of the audit, the continuance of the Company, 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) It will furnish to each Qualified Investor, as soon as practicable and in any event within 30 days after the end of each calendar month, a monthly report of the Company consisting of an unaudited balance sheet as at the end of such month and an unaudited statement of income and statement of cash flows for such month and for the fiscal year to date, setting forth in each case in comparative form the corresponding figures for the preceding year and for the budget. All such reports shall be certified to by the chief financial officer of the Company to fairly present the financial condition of the Company 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 for interim financial information consistently applied except for normal year end adjustments. The reports for each calendar month shall include a narrative discussion prepared by the Company describing the business and operations of the Company during the preceding calendar month. (c) It will furnish to its Board of Directors as early as practicable prior to the end of each fiscal year of the Company for its approval, and promptly after obtaining such approval will furnish to each Qualified Investor, an annual Business Plan for the Company as approved by the Company's Board of Directors for (i) the succeeding fiscal year, containing projections of profit and loss and cash flow for each month of such fiscal year and ending balance sheets for each quarter of such fiscal year, and (ii) the succeeding two fiscal years, containing projections of profit and loss, cash flow and ending balance sheets for each of such years. Promptly upon preparation thereof, the Company will furnish to each such holder any other budgets that the Company may prepare and provide to the Board of Directors generally and any revisions of such previously furnished budgets. (d) It will furnish to each Qualified Investor, promptly after receipt, each audit response letter, accountant's management letter and other reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company.

Periodic Reports; Budgets. (a) It will furnish to each Qualified Substantial Investor as soon as practicable, and in any event within 90 days after the end of each fiscal year of the Company, audited financial statements an annual report of the Company, including an audited balance sheet as at the end of such fiscal year and audited statements of income income, cash flows and retained earnings and cash flow stockholders equity for such fiscal year, setting forth in each case in comparative form corresponding figures for the preceding fiscal year and for the budget for the fiscal year just completed (provided, however, that information as to the budgeted figures will not be audited), all of which will be correct and complete and will fairly present the financial condition of the Company at the date shown and the results of its operations for the period then ended. Such financial statements shall be accompanied by the report thereon of nationally recognized independent public accountants satisfactory to Warburg 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 Company will use its best efforts to conduct its business so that such report of the independent public accountants will not contain any qualifications as to the scope of the audit, the continuance of the Company, 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) It will furnish to each Qualified Substantial Investor, as soon as practicable and in any event within 45 days after the end of each calendar quarter, a quarterly report of the Company consisting of an unaudited balance sheet as at the end of such quarter and unaudited statements of income, cash flows and stockholders equity for such quarter and for the fiscal year to date, setting forth in each case in comparative form the corresponding figures for the preceding year and for the budget. The reports for each calendar quarter shall include a narrative discussion prepared by the Company describing the business and operations of the Company during the preceding calendar quarter. (c) It will furnish to each Substantial Investor, as soon as practicable and in any event within 30 days after the end of each calendar month, a monthly report of the Company consisting of an unaudited balance sheet as at the end of such month and an unaudited statement statements of income and statement of income, cash flows and stockholders equity for such month and for the fiscal year to datemonth, setting forth in each case in comparative form the corresponding figures for the preceding year and for the budget. All such reports shall be certified to by the chief financial officer of the Company to fairly present the financial condition of the Company 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 for interim financial information consistently applied except for normal year end adjustmentsyear. The reports for each calendar month shall include a narrative discussion prepared by the Company describing the business and operations of the Company during the preceding calendar month. (cd) It will furnish to its Board of Directors each Investor, as early soon as practicable and in any event not less than 30 days prior to the end of each fiscal year of the Company for its approvalCompany, and promptly after obtaining such approval will furnish to each Qualified Investor, (x) an annual Business Plan operating budget for the Company as approved prepared by the Company's Board of Directors Senior Executives for (i) the succeeding fiscal year, containing projections of profit and loss and loss, cash flow for each month of such fiscal year and ending balance sheets for each quarter of such fiscal year, year and (ii) the succeeding two three fiscal years, containing projections of profit and loss, cash flow and ending balance sheets for each of such years and (y) an annual capital budget for the Company prepared by the Senior Executives for each of the succeeding two years. Promptly upon preparation thereof, the Company will furnish to each such holder Substantial Investor any other budgets that the Senior Executives of the Company may prepare and provide to the Board of Directors generally and any revisions of such previously furnished budgets. (de) It will furnish to each Qualified Substantial Investor, promptly after receipt, each audit response letter, accountant's management letter and other reports submitted to the Company by its independent public accountants or attorneys in connection with an annual or interim audit of the books of the Company.

Periodic Reports; Budgets. (ai) It The Company will furnish to each Qualified Investor member of the Company's Board of Directors (a "Director") as soon as practicable, and in any event within 90 days after the end of each fiscal year of the Company, audited financial statements an annual report of the Company, including an audited a balance sheet as at the end of such fiscal year and audited statements of income and retained earnings operations, shareholders' equity and cash flow flows for such fiscal year, together with the related notes thereto, setting forth in each case in comparative form corresponding figures for the preceding fiscal year and for the budget for the fiscal year just completed (provided, however, that information as to the budgeted figures will not be audited)year, all of which will present fairly present the financial condition position of the Company at the date shown and the results of its operations and changes in its financial position as of the time and for the period then ended. Such The financial statements shall be accompanied by an unqualified report, in form and substance reasonably satisfactory to 66 2/3% of the report thereon members of nationally recognized the Company's Board of Directors then in office, of independent public accountants of recognized national standing reasonably satisfactory to 66 2/3% of the members of the Company's Board of Directors then in office 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), and present fairly the financial position of the Company and the results of its operations and changes in its financial position as of the time and for the period then ended. The Company will use its best efforts to conduct its business so that such report of the independent public accountants will not contain any qualifications as to the scope of the audit, the continuance of the Company, or with respect to the Company's compliance with generally accepted accounting principles consistently appliedprinciples, except for changes in methods of accounting in which such accountants concur. (bii) It The Company will furnish to each Qualified Investor, Director as soon as practicable practicable, and in any event within 45 days after the end of each fiscal quarter of the Company, a report of the Company consisting of an unaudited balance sheet as of the end of such quarter, and unaudited statements of operations, shareholders' equity and cash flows for such quarter, and for the fiscal year-to-date, setting forth in each case in comparative form the corresponding figures for the preceding year. All such reports shall be certified by the Treasurer of the Company to present fairly the financial position of the Company and the results of its operations and changes in its financial position as of the time and for the period then ended and to have been prepared in accordance with generally accepted accounting principles, subject to normal year-end adjustments, which shall not be material in nature or amount. (iii) The Company will furnish to each Director as soon as practicable, and in any event within 30 days after the end of each of the first two calendar monthmonths in each fiscal quarter, a monthly report of the Company consisting of an unaudited balance sheet as at of the end of such month month, and an unaudited statement statements of income operations, shareholders' equity and statement of cash flows for such month month, and for the fiscal year to date, setting forth in each case in comparative form the corresponding figures for the preceding year and for the budgetyear. All such reports shall be certified to by the chief financial officer Treasurer of the Company to present fairly present the financial condition position of the Company at the date shown and the results of its operations and changes in its financial position as of the time and for the period then ended and to have been prepared in accordance with generally accepted accounting principles for interim financial information consistently applied except for principles, subject to normal year year-end adjustments. The reports for each calendar month adjustments which shall include a narrative discussion prepared by the Company describing the business and operations of the Company during the preceding calendar monthnot be material in nature or amount. (civ) It The Company will furnish to its Board of Directors each Director as early soon as practicable and in any event at least 30 days prior to the end of each fiscal year of the Company for its approval, and promptly after obtaining such approval will furnish to each Qualified InvestorCompany, an annual Business Plan operating budget for the Company as approved by the Company's Board of Directors for (iA) the first succeeding fiscal yearyear containing statements of operations, containing projections of profit cash flows and loss and cash flow ending balance sheets for each month of such fiscal year and (B) the second succeeding fiscal year containing statements of operations and cash flows and ending balance sheets for each quarter of such fiscal year, and (ii) the succeeding two fiscal years, containing projections of profit and loss, cash flow and ending balance sheets for each of such years. Promptly upon preparation thereof, the Company will furnish to each such holder Director any other budgets that the Company may prepare and provide to the Board of Directors generally and any revisions of such previously furnished budgets. (d) It will furnish to each Qualified Investor, promptly after receipt, each audit response letter, accountant's management letter and other reports submitted to the Company by its independent public accountants in connection with an annual or interim audit of the books of the Company.