Common use of Quarterly Financial Information Clause in Contracts

Quarterly Financial Information. (a) The Company agrees that, so long as members of the Genworth Group beneficially own in the aggregate on any date during a fiscal year more than twenty percent (20%) of the then outstanding Company Common Stock, or, notwithstanding such percentage, if any member of the Genworth Group is required during any fiscal year, in accordance with GAAP, to account for its investment in the Company on a consolidated basis or under the equity method of accounting, the Company shall deliver to Genworth the Corporate Reporting Data for the first, second and third quarter of each year and shall continue the existing practice of delivering to Genworth monthly financial performance metrics and drivers of operating results for those months that do not end a quarter. The Company shall deliver the financial data and schedules comprising such Corporate Reporting Data no later than (i) fifteen (15) days after the end of the fiscal quarter for financial data and (ii) consistent with the timelines established in the detailed task calendar for reporting for other Corporate Reporting Data unless Genworth notifies the Company otherwise. All quarterly consolidated financial statements of the Company and its Subsidiaries delivered to Genworth shall include financial statements for such quarterly periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of the Company the consolidated figures for the corresponding quarter and period of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and consistent with the level of detail provided in comparable financial statements furnished by the Company Business to Genworth prior to the Closing Date. The Corporate Reporting Data shall include all statistical information reasonably necessary for inclusion in any Genworth Group member’s quarterly earnings press release, along with reasonably appropriate supporting documentation. The Corporate Reporting Data shall include a discussion and analysis by management of the Company’s and its Subsidiaries’ consolidated financial condition and results of operations for the requisite quarterly periods, including, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(c) of Regulation S-K.

Appears in 7 contracts

Samples: Master Agreement (Enact Holdings, Inc.), Master Agreement (Enact Holdings, Inc.), Master Agreement (Enact Holdings, Inc.)

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Quarterly Financial Information. (a) The Company Genworth agrees that, so long as if members of the Genworth GE Group beneficially own own, in the aggregate aggregate, (excluding for such purposes shares of Genworth Common Stock beneficially owned by GE but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GE being a sponsor of or advisor to a mutual or similar fund that beneficially owns shares of Genworth Common Stock) on any date during a fiscal year more than twenty quarter at least five percent (205%) of the then outstanding Company Genworth Common Stock, or, notwithstanding such percentage, if any member of the Genworth Group is required during any fiscal year, in accordance with GAAP, to account for its investment in the Company on a consolidated basis or under the equity method of accounting, the Company shall deliver to Genworth GE the Corporate Reporting Data set forth on (i) Schedule 4.2(a) for the first, first and second and third quarter of each year and shall continue (ii) Schedule 4.2(b) for the existing practice third quarter of delivering to Genworth monthly financial performance metrics and drivers each year, in each case, in respect of operating results for those months that do not end a the Applicable Accounting Method in effect as of the first day of such fiscal quarter. The Company Genworth shall deliver the financial data and schedules comprising such Corporate Reporting Data within the time periods specified by GE, which time periods shall be specified by GE in writing by no later than (i) fifteen (15) days after prior to the end of the each fiscal quarter for financial data and (ii) consistent with the timelines established in the detailed task calendar for reporting for other Corporate Reporting Data unless Genworth notifies the Company otherwisequarter. All quarterly consolidated financial statements of the Company Genworth and its Subsidiaries delivered to Genworth GE shall include financial statements for such quarterly periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of the Company Genworth the consolidated figures for the corresponding quarter and period periods of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and consistent with the level of detail provided in comparable financial statements furnished by the Company Business GEFA to Genworth GE prior to the Closing Date. The Corporate Reporting Data shall include all statistical information reasonably necessary for inclusion in any Genworth GE Group member’s quarterly earnings press release, along with reasonably appropriate supporting documentation. The Corporate Reporting Data shall include a discussion and analysis by management of the CompanyGenworth’s and its Subsidiaries’ consolidated financial condition and results of operations for the requisite quarterly periodsquarters, including, without limitation, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(c303(b) of Regulation S-K.K. No later than the day prior to the day Genworth publicly files a Quarterly Report on Form 10-Q with the SEC or otherwise, Genworth shall deliver to GE the final form of its Quarterly Report on Form 10-Q, together with all certifications required by applicable Law by each of the chief executive officer and chief financial officer of Genworth. Genworth shall, if requested by GE, also deliver to GE all of the information required to be delivered in Schedules 4.2(a) and (b) with respect to each Subsidiary of Genworth (other than GELAAC or any other Subsidiary of Genworth required to file financial statements with the SEC solely as a result of insurance products offered by such Subsidiary) which is itself required to file Quarterly Reports on Form 10-Q with the SEC, with such information to be provided in the same manner and detail and on the same time schedule as the information with respect to Genworth required to be delivered to GE pursuant to Schedules 4.2(a) and (b).

Appears in 2 contracts

Samples: Master Agreement (Genworth Financial Inc), Master Agreement (Genworth Financial Inc)

Quarterly Financial Information. (a) The Company Genworth agrees that, so long as during any fiscal quarter in which members of the Genworth GE Group beneficially own shares of Genworth Common Stock (excluding for such purposes shares of Genworth Common Stock beneficially owned by GE but not for its own account, including (in the aggregate on any date during such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GE being a fiscal year more than twenty percent (20%) sponsor of the then outstanding Company or advisor to a mutual or similar fund that beneficially owns shares of Genworth Common Stock), or, notwithstanding such percentage, if any member of the Genworth Group is required during any fiscal year, in accordance with GAAP, to account for its investment in the Company on a consolidated basis or under the equity method of accounting, the Company shall deliver to Genworth GE the Corporate Reporting Data set forth on (i) Schedule 4.2(a) for the first, first and second and third quarter of each year and shall continue (ii) Schedule 4.2(b) for the existing practice third quarter of delivering to Genworth monthly financial performance metrics and drivers each year, in each case, in respect of operating results for those months that do not end a the Applicable Accounting Method in effect as of the first day of such fiscal quarter. The Company Genworth shall deliver the financial data and schedules comprising such Corporate Reporting Data within the time periods specified by GE in writing by no later than (i) fifteen (15) days after prior to the end of the each fiscal quarter for financial data and (ii) consistent with the timelines established in the detailed task calendar for reporting for other Corporate Reporting Data unless Genworth notifies the Company otherwisequarter. All quarterly consolidated financial statements of the Company Genworth and its Subsidiaries delivered to Genworth GE shall include financial statements for such quarterly periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of the Company Genworth the consolidated figures for the corresponding quarter and period periods of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and consistent with the level of detail provided in comparable financial statements furnished by the Company Business GEFA to Genworth GE prior to the Closing Date. The Corporate Reporting Data shall include all statistical information reasonably necessary for inclusion in any Genworth GE Group member’s quarterly earnings press release, along with reasonably appropriate supporting documentation. The Corporate Reporting Data shall include a discussion and analysis by management of the CompanyGenworth’s and its Subsidiaries’ consolidated financial condition and results of operations for the requisite quarterly periodsquarters, including, without limitation, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(c303(b) of Regulation S-K.K. No later than the day prior to the day Genworth publicly files a Quarterly Report on Form 10-Q with the SEC or otherwise, Genworth shall deliver to GE the final form of its Quarterly Report on Form 10-Q, together with all certifications required by applicable Law by each of the chief executive officer and chief financial officer of Genworth. Genworth shall also deliver to GE all of the information required to be delivered in Schedules 4.2(a) and (b) with respect to each Subsidiary of Genworth which is itself required to file financial statements with the SEC or otherwise make financial statements publicly available (other than statutory financial statements filed with state insurance regulatory authorities, which are addressed in Section 4.5(c)), with such financial statements to be provided in the same manner and detail and on the same time schedule as those financial statements of Genworth required to be delivered to GE pursuant to Schedules 4.2(a) and (b).

Appears in 1 contract

Samples: Master Agreement (Genworth Financial Inc)

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Quarterly Financial Information. (a) The Company Genworth agrees that, so long as if members of the Genworth GE Group beneficially own own, in the aggregate aggregate, (excluding for such purposes shares of Genworth Common Stock beneficially owned by GE but not for its own account, including (in such exclusion) beneficial ownership which arises by virtue of some entity that is an Affiliate of GE being a sponsor of or advisor to a mutual or similar fund that beneficially owns shares of Genworth Common Stock) on any date during a fiscal year more than twenty quarter at least five percent (205%) of the then outstanding Company Genworth Common Stock, or, notwithstanding such percentage, if any member of the Genworth Group is required during any fiscal year, in accordance with GAAP, to account for its investment in the Company on a consolidated basis or under the equity method of accounting, the Company shall deliver to Genworth GE the Corporate Reporting Data set forth on (i) Schedule 4.2(a) for the first, first and second and third quarter of each year and shall continue (ii) Schedule 4.2(b) for the existing practice third quarter of delivering to Genworth monthly financial performance metrics and drivers each year, in each case, in respect of operating results for those months that do not end a the Applicable Accounting Method in effect as of the first day of such fiscal quarter. The Company Genworth shall deliver the financial data and schedules comprising such Corporate Reporting Data within the time periods specified by GE, which time periods shall be specified by GE in writing by no later than (i) fifteen (15) days after prior to the end of the each fiscal quarter for financial data and (ii) consistent with the timelines established in the detailed task calendar for reporting for other Corporate Reporting Data unless Genworth notifies the Company otherwisequarter. All quarterly consolidated financial statements of the Company Genworth and its Subsidiaries delivered to Genworth GE shall include financial statements for such quarterly periods and for the period from the beginning of the current fiscal year to the end of such quarter, setting forth in each case in comparative form for each such fiscal quarter of the Company Genworth the consolidated figures for the corresponding quarter and period periods of the previous fiscal year prepared in accordance with Article 10 of Regulation S-X and consistent with the level of detail provided in comparable financial statements furnished by the Company Business GEFA to Genworth GE prior to the Closing Date. The Corporate Reporting Data shall include all statistical information reasonably necessary for inclusion in any Genworth GE Group member’s quarterly earnings press release, along with reasonably appropriate supporting documentation. The Corporate Reporting Data shall include a discussion and analysis by management of the CompanyGenworth’s and its Subsidiaries’ consolidated financial condition and results of operations for the requisite quarterly periodsquarters, including, without limitation, an explanation of any material adverse change, all in reasonable detail and prepared in accordance with Item 303(c303(b) of Regulation S-K.K. No later than the day prior to the day Genworth publicly files a Quarterly Report on Form 10-Q with the SEC or otherwise, Genworth shall deliver to GE the final form of its Quarterly Report on Form 10-Q, together with all certifications required by applicable Law by each of the chief executive officer and chief financial officer of Genworth. Genworth shall, if requested by GE, also deliver to GE all of the information required to be delivered in Schedules 4.2(a) and (b) with respect to each Subsidiary of Genworth (other than GELAAC or any other Subsidiary of Genworth required to file financial statements with the SEC solely as a result of insurance products offered by such Subsidiary) which is itself required to file financial statements with the SEC or otherwise make financial statements publicly available (other than statutory financial statements filed with state insurance regulatory authorities, which are addressed in Section 4.5(c)), with such financial statements to be provided in the same manner and detail and on the same time schedule as those financial statements of Genworth required to be delivered to GE pursuant to Schedules 4.2(a) and (b).

Appears in 1 contract

Samples: Master Agreement (Genworth Financial Inc)

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