Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors. 19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall: (a) be prepared in accordance with GAAP, or as the case may be, IFRS; (b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and (c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion. 19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be prepared using GAAP or IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, the Borrower notifies the Agent that there has been a change in GAAP or, as the case may be, IFRS or the accounting practices and the Auditors deliver to the Agent: (a) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and (b) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 3 contracts
Samples: Supplemental Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered pursuant to clause 19.1 Clause 20.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by the chief financial officer of the Parent Guarantor as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), representing the financial condition and operations of the Group relevant Obligor as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Parent Guarantor shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 20.1 (Financial statements) shall be is prepared using GAAP or IFRSthe Approved Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orthe Approved Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods and the Auditors Parent Guarantor (or if required by any of the Lenders, its auditors) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orApproved Accounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 3 contracts
Samples: Term and Revolving Facilities Agreement (KNOT Offshore Partners LP), Term Facility Agreement (KNOT Offshore Partners LP), Term and Revolving Facilities Agreement (KNOT Offshore Partners LP)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 Clause 18.1 (Financial statements) shall:
(a) shall be prepared certified by a director of each of the Onshore Parent Guarantor, the Offshore Guarantor, and the Borrower, in accordance with GAAPeach case, or as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements for any such financial year), statements which are audited) or fairly represent representing (in other cases), the case of any such financial statements which are unaudited) the financial condition and operations of the Group such Obligor as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements of a person delivered pursuant to clause 19.1 Clause 18.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that person unless, in relation to any set of financial statements, the Borrower it notifies the Agent Lender that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of that person) deliver to the AgentLender:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and Lender to make an accurate comparison between the financial position indicated in those financial statements and the that person’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Facility Agreement (Pacific Alliance Group LTD), Facility Agreement (Sun Wise (UK) Co., LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 Clause 22.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by the Chief Financial Officer of the Borrower as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 b) The Borrower shall procure that each set of financial statements of the Borrower delivered pursuant to clause 19.1 Clause 22.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Borrower unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Borrower) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Borrower’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 23 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Facility Agreement (Nordic American Offshore Ltd.), Facility Agreement (Nordic American Offshore Ltd.)
Requirements as to financial statements. 19.3.1 (a) The Borrower shall procure that each set of Annual annual financial statements delivered by the Borrower under Clause 23.1(a) (Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements statements) shall be audited by the Auditors.
19.3.2 (b) Each set of financial statements delivered pursuant to clause 19.1 by the Borrower under Clause 23.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements annual financial statements for any financial year), or fairly represent (in other cases), the ) fairly representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 under Clause 23.1 (Financial statements) shall be is prepared using GAAP or IFRS.
(d) The Borrower shall procure that each set of financial statements of an Obligor delivered under Clause 23.1 (Financial statements) is prepared using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orIFRS, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orIFRS, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 24 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Oxxxxxx's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by a Borrower pursuant to clause 19.1 Clause 21.2 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by an officer of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and,
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Borrowers shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 21.2 (Financial statements) shall be is prepared using GAAP or IFRSGAAP.
(c) The Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 21.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied which are in effect as at the preparation date of the Original Financial Statements, this Agreement unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements that Obligor’s previous financial statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 22 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statementsthat Obligor’s previous financial statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements previous financial statements were prepared.
Appears in 2 contracts
Samples: Term Loan Facility (Dorian LPG Ltd.), Term Loan Facility (Dorian LPG Ltd.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Charterers pursuant to clause 19.1 (Financial statements) shall:
(a) Clause 46.1 shall be prepared in accordance with GAAP, or certified by a director of the Guarantor as fairly representing the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the consolidated financial condition and operations of the Group Guarantor as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Charterers shall procure that each set of financial statements of the Guarantor delivered pursuant to clause 19.1 (Financial statements) shall be Clause 46.1 is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent Owners that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors deliver Guarantor's Chief Financial Officer delivers to the Agent:
Owners:- (ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
and (bii) sufficient information, in form and substance as may be reasonably required by the AgentOwners, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and Owners to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement Charter to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Bareboat Charter (DryShips Inc.), Bareboat Charter (DryShips Inc.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered pursuant to clause 19.1 19.2 (Financial statements) shall:
(ai) be prepared in accordance with GAAP, or as the case may be, IFRS;
(bii) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group or (as the case may be) the relevant Obligor as at the date as at which those financial statements were drawn up;
(iii) include a profit and loss account, a balance sheet and, in all cases other than in respect of the Borrower, a cashflow statement;
(iv) in the case of the annual financial statements provided pursuant to clause 19.2(a)(i) (Financial Statements), be audited by the Auditors; and
(cv) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 (b) The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 19.2 (Financial statements) shall be prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, the Borrower notifies the Agent that there has been a change in GAAP or, as the case may be, IFRS or the accounting practices and the Auditors deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. .
(c) Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Facility Agreement (Cool Co Ltd.), Facility Agreement (Cool Co Ltd.)
Requirements as to financial statements. 19.3.1 (a) The Borrower Obligors shall procure that each set of Annual Financial Statements and Quarterly Financial Statements delivered pursuant to clause 20.3 (Financial statements) includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (b) Each set of financial statements delivered pursuant to clause 19.1 20.3 (Financial statements) shall:
(ai) be prepared in accordance with GAAP, or as the case may be, IFRSAccounting Principles;
(bii) give a true and fair view of (in the case of Annual Financial Statements for any financial yearFinancial Year), or fairly represent present (in other cases), and must be certified by an officer of the relevant Obligor as fairly presenting, its financial condition and operations of the Group operations, as at the date as at which those financial statements were drawn up; and
(ciii) in the case of annual audited financial statementsAnnual Financial Statements, not be the subject of any material qualification in the Auditors’ ' opinion.
19.3.3 (c) The Borrower Obligors shall procure that each set of financial statements delivered pursuant to clause 19.1 20.3 (Financial statements) shall be prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower notifies the Agent that there has been a change in GAAP or, as the case may be, IFRS Accounting Principles or the accounting practices and the Auditors deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS Accounting Principles or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. .
(d) Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Facility Agreement, Facility Agreement (Danaos Corp)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (i) Each set of financial statements delivered by the Borrower pursuant to clause Clause 19.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the Borrower as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cii) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of its financial statements delivered pursuant to clause Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors its auditors deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Facility Agreement (Sterlite Industries (India) LTD), Facility Agreement (Sterlite Industries (India) LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower or the Guarantor (as applicable) pursuant to clause 19.1 16.1 (Financial statementsStatements) shall:
(a) shall be prepared in accordance with GAAP, or certified by the chief financial officer of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the presenting its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower or the Guarantor (as applicable) shall procure that each set of financial statements delivered pursuant to clause 19.1 16.1 (Financial statementsStatements) shall be is prepared using GAAP or IFRSGAAP.
(c) The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to clause 16.1 (Financial Statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 17 (Financial covenantsCondition) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Xxxxxxx’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.), Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 (Financial statements) shall:
paragraphs (a) be prepared in accordance with GAAP, or as the case may be, IFRS;
and (b) give of Clause 20.1 (Financial Statements) shall be certified by one (1) director of the Borrower as giving a true and fair view of (in the case of Annual Financial Statements audited consolidated financial statements for any financial year), or fairly represent representing (in other cases), the consolidated financial condition and consolidated operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 20.1 (Financial statementsStatements) shall be is prepared using GAAP or IFRSin accordance with the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower (i) it notifies the Agent Lender that there has been a change in GAAP orsuch Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods; and (ii) the relevant Auditors deliver to the Agent:
(a) Lender a description of any change necessary for those financial statements to reflect the GAAP orAccounting Principles, as the case may be, IFRS or accounting practices and or reference periods upon which corresponding the relevant Original Financial Statements were prepared; and
. For the purposes of this Agreement, any change in Accounting Principles made in accordance with this paragraph (b) sufficient information, shall apply to the definition of Accounting Principles as set out at Clause 1.1 (Definitions) at any time following such change (and until any subsequent change in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied Accounting Principles in accordance with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statementsthis Clause 20.3). Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Facility Agreement (Sequoia Capital China I Lp), Facility Agreement (Chiu Na Lai)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered pursuant to clause 19.1 Clause 18.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by an authorised signatory of the Borrower as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), representing the financial condition and operations of the Group relevant entity as at the date as at end of and for the period in relation to which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure ensure that each set of financial statements delivered pursuant to clause 19.1 Clause 18.1 (Financial statements) shall be is prepared using GAAP or IFRS, the accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Original Financial Statements, unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP or, as the case may be, IFRS or the accounting practices or reference periods and the its International Auditors deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding those Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 19 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the those Original Financial Statements were prepared.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Mechel OAO), Amendment and Restatement Agreement (Mechel OAO)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by Newco pursuant to clause 19.1 Clause 23.1 (Financial Annual financial statements) shall:
or Clause 23.2 (aMonthly financial statements) shall be prepared in accordance with GAAPcertified by a director of the relevant company and the Chief Financial Officer as fairly representing its (or, or as the case may be, IFRS;
(bits consolidated) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at end of and for the period in relation to which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Newco shall procure that each set of financial statements of an Obligor delivered pursuant to clause 19.1 Clause 23.1 (Financial Annual financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods in each case consistent with those applied the Applicable Accounting Principles and each set of financial statements of an Obligor delivered pursuant to Clause 23.2 (Monthly financial statements) is based on financial practices used in the preparation of the Original Financial Statements, Financing Case unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP GAAP, the accounting practices or reference periods or, as the case may be, IFRS or the accounting financial practices and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those the relevant financial statements to reflect the GAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements were preparedApplicable Accounting Principles; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 the covenants contained in Clause 24 (Financial covenants) has have been complied with and with, to calculate the Surplus Cashflow, to determine any other relevant matter and/or to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were preparedApplicable Accounting Principles.
Appears in 2 contracts
Samples: Senior Facility Agreement (Inmarsat Launch CO LTD), Senior Facility Agreement (Inmarsat Holdings LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered pursuant to clause Clause 19.1 (Financial statements) shall:
shall be certified by a director of the relevant company as giving a true and fair view of its (a) be prepared in accordance with GAAPor, or as the case may be, IFRS;
(bthe Group’s consolidated) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at end of and for the period in relation to which those financial statements were drawn up; and.
(b) Subject to paragraph (c) in below, the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Company shall procure that each set of financial statements of an Obligor delivered pursuant to clause Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or financial reference periods and the Auditors its auditors deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and financial reference periods upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
(c) The Parties agree that although the Original Financial Statements were prepared using generally accepted accounting principles, standards and practices in the United States of America, the Company may elect to prepare future financial statements using generally accepted accounting principles, standards and practices under IFRS provided that it supplies the Agent with the information referred to in paragraphs (b)(i) and (b)(ii) above.
Appears in 2 contracts
Samples: Facility Agreement (WNS (Holdings) LTD), Facility Agreement (WNS (Holdings) LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by an Obligor pursuant to clause 19.1 Clause 22.2 (Financial statements) shall:
shall be certified by an officer of that corporation (a) be prepared in accordance with GAAPor, or as the case may be, IFRS;
(bthe Chief Financial Officer of the Guarantor) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or as fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; andup (such financial statements to be certified as true copies by two authorised signatories).
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Guarantor shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 22.2 (Financial statements) shall be is prepared using GAAP or IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orIFRS, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Guarantor) deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP management accounts or, as the case may be, IFRS or financial statements to reflect the IFRS, accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 23 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those management accounts or, as the case may be, financial statements and the Original Financial Statements. Any reference in this Agreement to any those management account or, as the case may be, financial statements statements, shall be construed as a reference to those management accounts or, as the case may be, financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements Financial Statements delivered by the Original Borrower pursuant to clause 19.1 Clause 20.1 (Financial statementsStatements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give representing a true and fair view of the financial position and performance of the consolidated entity or relevant Obligor (in as the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group may be) as at the date as at which those financial statements Financial Statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Original Borrower shall procure that each set of financial statements Financial Statements of an Obligor delivered pursuant to clause 19.1 Clause 20.1 (Financial statementsStatements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statementsFinancial Statements, the Borrower it notifies the Agent Lender that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors deliver auditors of the Obligor) and it delivers to the AgentLender:
(ai) a description of any change necessary for those financial statements Financial Statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders Lender to determine whether clause 20 Clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements or management accounts and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any financial statements those Financial Statements or management accounts shall be construed as a reference to those financial statements Financial Statements or management accounts as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Company pursuant to clause 19.1 Clause 20.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by an Authorised Officer as fairly representing its and each of the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the Obligors' financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Company shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 20.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP.
(c) The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements of the Borrower delivered pursuant to clause 19.1 Clause 18.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Borrower unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods (including a change to the Financial Year) and the Auditors its auditors deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Borrower’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 19 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Borrower’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 Clause 8.1.10 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the Borrower as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure provide that each set of financial statements delivered pursuant to clause 19.1 Clause 8.1.10 (Financial statements) shall be is prepared using GAAP or IFRSGAAP.
(c) The Borrower shall provide that each set of financial statements is delivered pursuant to Clause 8.1.10 (Financial statements) and prepared using GAAP, accounting practices and financial reference periods is consistent with those applied in the preparation of the Original Financial Statements, Statements for the Borrower unless, in relation to any set of financial statements, the Borrower it notifies the Agent and Security Trustee that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors its auditors deliver to the AgentAgent and Security Trustee:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Borrower's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentAgent and Security Trustee, to enable the Lenders to determine whether clause 20 Clause 8.3 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Borrower's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.]
Appears in 1 contract
Samples: Rupee Term Facility Agreement (Sterlite Industries (India) LTD)
Requirements as to financial statements. 19.3.1 The Borrower Company shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 Clause 18.1 (Financial statements) shall:
(ai) be prepared include a balance sheet, profit and loss account and cashflow statement, and, in accordance with GAAP, or as the case may beof the Annual Financial Statements referred to by Clause 18.1(a)(i) (Financial statements), IFRSbe audited;
(bii) give be certified by a senior officer of the Guarantor as giving a true and fair view of (in the case of Annual Financial Statements for any financial yearStatements), or fairly represent representing (in other cases), the its consolidated financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and;
(ciii) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower Guarantor notifies the Agent Holders that there has been a change in GAAP or, as the case may be, IFRS Accounting Principles or the accounting practices and the Auditors Guarantor’s auditors (or, if appropriate, the auditors of the Obligor) deliver to the AgentHolders:
(aA) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS Accounting Principles or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bB) sufficient information, in form and substance as may be reasonably required by the Agentany Holder, to enable the Lenders Holders to determine whether clause 20 Clause 19 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Subscription Agreement (Radius Global Infrastructure, Inc.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 by a Borrower under Clause 20.1 (Financial statements) shall:):
(a) 20.3.1 shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the presenting its financial condition and operations of the Group as at the date as at which those financial statements were drawn up;
20.3.2 shall evidence compliance with Clauses 19.1.27 (Existing Vessel acquisition) and 22.29 (New Vessel acquisition);
20.3.3 shall be in the form as they were published in the relevant press release provided that such form is compliant with the requirements of the US Securities and Exchange Commission; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) 20.3.4 shall be prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent Lender that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors its auditors deliver to the AgentLender:
(a) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders Lender to determine whether clause 20 Clause 21 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by a Borrower pursuant to clause 19.1 Clause 19.2 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, certified by a senior officer of that Borrower or chief financial officer of the company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the presenting its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Each Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to clause 19.1 Clause 19.2 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentFacility Agent (acting on the instructions of the Lenders), to enable the Lenders to determine whether clause Clause 20 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 (A) The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Parent Company shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 22.1 (Financial statements) shall be is prepared using US GAAP.
(B) Following the completion of any Newco Scheme, Top Newco shall supply to the Agent, together with its audited consolidated financial statements for the financial year in which the relevant Newco Scheme has completed and required to be delivered pursuant to paragraph (A) of Clause 22.1 (Financial statements), a reconciliation between those consolidated financial statements and the consolidated financial statements of the Company or, as applicable, the previously interposed Top Newco relevant to the financial year in which the Newco Scheme has completed.
(C) The Parent Company shall procure that each set of financial statements delivered pursuant to Clause 22.1 (Financial statements) is prepared using US GAAP or IFRS, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements:
(i) there has been a change in US GAAP or accounting practices which is relevant to the preparation of that set of financial statements but which does not have any impact upon calculations for the purposes of establishing compliance with Clause 23.2 (Financial condition), and such change has been disclosed in a Form 10K or 10Q statement filed by (or on behalf of) the Borrower Parent Company with the SEC; or
(ii) there has been a change in:
(a) US GAAP or accounting practices which has an impact upon calculations for the purposes of establishing compliance with Clause 23.2 (Financial condition); or
(b) financial reference periods; and the Parent Company notifies the Agent that there has been a such change in GAAP or, as the case may be, IFRS or the accounting practices and the Auditors deliver delivers to the Agent, if and to the extent reasonably necessary for the purposes of establishing compliance with Clause 23.2 (Financial condition) taking into account any disclosure which has been made in any relevant Form 10K or 10Q filed by (or on behalf of) the Parent with the SEC:
(a1) a description of any change necessary for those financial statements to reflect the GAAP orUS GAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding those Original Financial Statements were prepared; and
(b2) sufficient information, in form and substance as may reasonably be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 23 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the those Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
(D) If the Parent Company notifies the Agent of a change in accordance with paragraph (C)(ii)(a) above, the Parent Company and Agent shall enter into negotiations in good faith with a view to agreeing:
(i) whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and
(ii) if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms, and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 18.3.1 Each set of financial statements delivered pursuant to clause 19.1 4.1 (Initial conditions precedent) or clause 18.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 18.3.2 The Borrower Borrowers shall procure that each set of financial statements delivered pursuant to 4.1 (Initial conditions precedent) or clause 19.1 18.1 (Financial statements) is prepared using GAAP or IFRS.
18.3.3 The Borrowers shall be procure that each set of financial statements of an Obligor delivered pursuant to 4.1 (Initial conditions precedent) or clause 18.1 (Financial statements) is prepared using GAAP or IFRS, accounting practices and financial reference periods consistent with those applied in approved by the preparation of the Original Financial Statements, Agent for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP oror IFRS, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Agent:
(a) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, or IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements that Xxxxxxx's financial statements were previously prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 19 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statementsthat Xxxxxxx's financial statements previously delivered. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements prior financial statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall (or shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statementsParent shall) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 19.2 (Financial statements) shall be is prepared using GAAP or IFRSthe applicable Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orthe applicable Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods and the Auditors relevant auditors deliver to the Facility Agent:
(a) a description of any change necessary for those financial statements to reflect the GAAP orapplicable Accounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenantsCovenants) and, if applicable, Clause 21 (Financial covenants after the interim Maturity Date) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Addendum to First Preferred Marshall Islands Mortgage (Ocean Rig UDW Inc.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 18.3.1 Each set of financial statements delivered by the Borrower pursuant to clause 19.1 Clause 18.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 18.3.2 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 18.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Borrower) deliver to the Agent:
(a) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 19 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Term and Revolving Facilities Agreement (Cellcom Israel Ltd.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Company pursuant to clause 19.1 Clause 20.1 (Financial statements) shall:
shall be certified by a director of the relevant company as fairly representing its (a) be prepared in accordance with GAAPor, or A07131148/0.28/12 Dec 2006 as the case may be, IFRS;
(bits consolidated) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at end of and for the period in relation to which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Company shall procure that each set of financial statements of the Parent or an Obligor delivered pursuant to clause 19.1 20.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Parent or that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Parent or the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Parent's or that Obligor's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Parent's or that Obligor's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Facility Agreement (Allied Healthcare International Inc)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Guarantor pursuant to clause 19.1 Clause 20.2 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by an officer of the company as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements for any financial year), if audited) or fairly represent representing (in other cases), the if unaudited) its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; andup if it has not been filed with the US Securities and Exchange Commission.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Borrowers shall procure that each set of financial statements of the Guarantor delivered pursuant to clause 19.1 Clause 20.2 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Group unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods, unless such change is described in the filings made with the US Securities and Exchange Commission, and its auditors (or, if appropriate, the Auditors auditors of the Guarantor) deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 10 (Financial financial covenants) of the Guarantee has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Company and the Parent pursuant to clause 19.1 Clause 18.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in The Company and the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Parent shall procure that each set of its financial statements delivered pursuant to clause 19.1 Clause 18.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the relevant Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors its auditors deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the relevant Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 19 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the relevant Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Standby Letter of Credit Facility Agreement (Montpelier Re Holdings LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Parent pursuant to clause Clause 19.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a Senior Officer of the Parent as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements for any such financial year), statements which are audited) or fairly represent representing (in other cases), the case of any such financial statements which are unaudited) the relevant Obligor’s financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Parent shall procure that each set of financial statements delivered pursuant to clause Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the its Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors deliver it delivers to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. .
(c) Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Secured Facility Agreement (Amkor Technology, Inc.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 20.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements of the Guarantor delivered pursuant to clause 19.1 20.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Guarantor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors Guarantor’s auditors deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Guarantor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Guarantor’s‘ Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Guarantor’s Original Financial Statements were prepared.
(c) The Borrower shall procure that each set of financial statements of the Borrower delivered pursuant to clause 20.1 (Financial statements) is prepared using GAAP.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 19.2 (Financial statements) shall be is prepared using GAAP or IFRSthe applicable Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orthe applicable Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods and the Auditors relevant auditors deliver to the Facility Agent:
(a) a description of any change necessary for those financial statements to reflect the GAAP orapplicable Accounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenantsCovenants) and, if applicable, Clause 21 (Financial covenants after the Interim Maturity Date) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Addendum to First Preferred Marshall Islands Mortgage (Ocean Rig UDW Inc.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 Clause 17.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the Target as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 17.1 (Financial statements) shall be is prepared using GAAP or IFRSthe Accounting Principles.
(c) The Borrower shall procure that each set of financial statements of the Target delivered pursuant to Clause 17.1 (Financial statements) is prepared using the Accounting Principles and, to the extent not conflicting with the Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Target unless, in relation to any set of financial statements, the Borrower it notifies the Agent Lender that there has been a change in GAAP the Accounting Principles or such accounting practices or reference periods and its auditors (or, as if appropriate, the case may be, IFRS or auditors of the accounting practices and the Auditors Target) deliver to the AgentLender:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orAccounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and Lender to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Loan Facility Agreement (Charm Communications Inc.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Company pursuant to clause 19.1 Clause 20.1 (Financial statements) shall:
shall be certified by a director of the relevant company as fairly representing its (a) be prepared in accordance with GAAPor, or as the case may be, IFRS;
(bits consolidated) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at end of and for the period in relation to which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Company shall procure that each set of financial statements of the Parent or an Obligor delivered pursuant to clause 19.1 20.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Parent or that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Parent or the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Parent's or that Obligor's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Parent's or that Obligor's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Facility Agreement (Allied Healthcare International Inc)
Requirements as to financial statements. 19.3.1 The Borrower shall (or shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statementsParent shall) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 19.2 (Financial statements) shall be is prepared using GAAP or IFRSthe applicable Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orthe applicable Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods and the Auditors relevant auditors deliver to the Facility Agent:
(a) a description of any change necessary for those financial statements to reflect the GAAP orapplicable Accounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 (a) Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall be certified by an authorised officer of the Borrower as fairly representing its (or, as the case may be, its consolidated) financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up.
(b) The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of consolidated financial statements delivered pursuant to clause 19.1 Clause 18.1 (Financial statements) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent Lender that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors its auditors deliver to the AgentLender:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders Lender to determine whether clause 20 Clause 19 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and that the Original Financial Statements. .
(c) Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
(d) The Borrower shall procure that each set of non-consolidated financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using RAS accounting practices and financial reference periods.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower Company shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered by the Guarantor pursuant to clause 19.1 Clause 18.1 (Financial statements) shall:
(ai) include a balance sheet, profit and loss account and cashflow statement, and shall (in the case of the Annual Financial Statements) be prepared in accordance with GAAP, or as the case may be, IFRSaudited;
(bii) give be certified by a senior officer of the Guarantor as giving a true and fair view of (in the case of Annual Financial Statements for any financial yearStatements), or fairly represent representing (in other cases), the its consolidated financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and;
(ciii) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower Guarantor notifies the Agent Holders that there has been a change in GAAP or, as the case may be, IFRS Accounting Principles or the accounting practices and the Auditors Guarantor's auditors (or, if appropriate, the auditors of the Obligor) deliver to the AgentHolders:
(aA) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS Accounting Principles or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bB) sufficient information, in form and substance as may be reasonably required by the Agentany Holder, to enable the Lenders Holders to determine whether clause 20 Clause 19 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Subscription Agreement (Radius Global Infrastructure, Inc.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered pursuant to clause 19.1 Clause 23.1 (Financial statements) shall:FINANCIAL STATEMENTS):
(ai) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements for any annual financial yearstatements delivered pursuant to paragraph (a) of Clause 23.1 (FINANCIAL STATEMENTS), ) or fairly represent representing (in other cases), the ) its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and;
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statementsii) shall be prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the case of any Obligor, in the preparation of the Original Financial StatementsStatements for that Obligor, unless, in relation to any set of financial statements, the Borrower Parent notifies the Facility Agent that there has been a change in GAAP orthe Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Facility Agent:
(aA) a description of any change necessary for those financial statements to reflect the GAAP orAccounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor's Original Financial Statements were prepared; and
(bB) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 24 (Financial covenantsFINANCIAL COVENANTS) has been complied with with, to determine the Margin as set out in the definition of "Margin" and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Multi Currency Term, Revolving Credit Facilities Agreement (Iron Mountain Inc/Pa)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Company pursuant to clause 19.1 Clause 17.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements for any such financial year), statements which are audited) or fairly represent representing (in other cases), the case of any such financial statements which are unaudited) its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Company shall procure that each set of financial statements of an Obligor delivered pursuant to clause 19.1 Clause 17.1 (Financial statements) shall be is prepared using GAAP or IFRSapplicable GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent Facility Agents that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the AgentFacility Agents:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance information as may be reasonably required by the each Facility Agent, to enable the Lenders to determine whether clause 20 Clause 18 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by a Borrower pursuant to clause Clause 19.1 (Financial statementsStatements) shall:
shall be certified by a director of that Borrower as fairly representing its (a) be prepared in accordance with GAAPor, or as the case may be, IFRS;
(bits consolidated) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at end of and for the period in relation to which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Each Borrower shall procure that each set of financial statements delivered by it pursuant to clause Clause 19.1 (Financial statementsStatements) shall be is prepared using the relevant GAAP or IFRS, and accounting practices and financial reference periods consistent with those applied in the preparation of the its Original Financial Statements, Statements unless, in relation to any set of financial statements, :
(i) any such inconsistency is disclosed in the Borrower notes to or Anhang of those financial statements; or
(ii) it notifies the Agent that there has been a material change in the relevant GAAP or, as the case may be, IFRS or and the accounting practices and the Auditors its auditors deliver to the Agent:
(aA) a description of any material change necessary for those financial statements to reflect the relevant GAAP or, as the case may be, IFRS or and accounting practices and reference periods upon which corresponding that Borrower’s Original Financial Statements were prepared; and
(bB) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Borrower’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the that Borrower’s Original Financial Statements were prepared.
Appears in 1 contract
Samples: Revolving Facility Agreement (Alpha Beta Netherlands Holding N.V.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Charterers pursuant to clause 19.1 (Financial statements) shall:
(a) Clause 46.1 shall be prepared in accordance with GAAP, or certified by a director of the Guarantor as fairly representing the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the consolidated financial condition and operations of the Group Guarantor as at the date as at which those financial statements were drawn up; and. BBC Rider Clause (Xxxxxxxxxx) (20180426)
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Charterers shall procure that each set of financial statements of the Guarantor delivered pursuant to clause 19.1 (Financial statements) shall be Clause 46.1 is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower it notifies the Agent Owners that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors deliver Guarantor’s Chief Financial Officer delivers to the Agent:Owners:-
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentOwners, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and Owners to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement Charter to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Bareboat Charter (DryShips Inc.)
Requirements as to financial statements. 19.3.1 (A) Each set of Financial Statements delivered by the Borrower pursuant to clause 17.1 (Financial Statements) shall be certified by a director of the Borrower as fairly representing the Borrower Group's financial condition as at the date as at which those Financial Statements were drawn up.
(B) The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 17.1 (Financial statementsStatements) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be is prepared using Hong Kong GAAP or IFRS, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statementsFinancial Statements, the Borrower it notifies the Agent that there has been a change in GAAP orHong Kong GAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors its auditors deliver to the Agent:
(a1) a description of any change necessary for those financial statements Financial Statements to reflect the GAAP orHong Kong GAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding its Original Financial Statements were prepared; and
(b2) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 18 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Original Financial Statements. Any reference in this Agreement to any financial statements those Financial Statements shall be construed as a reference to those financial statements Financial Statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
(C) The Borrower shall only appoint and retain as its auditors Price WaterhouseCoopers or any other internationally recognised firm of accountants.
(D) The Borrower shall, at the same time as it delivers its annual or semi-annual Financial Statements, deliver to the Agent a Compliance Certificate.
Appears in 1 contract
Samples: Facility Agreement (PCCW LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 Clause 8.1.10 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the Borrower as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(b) The Borrower shall provide a certificate to the effect that each set of Financial Statements delivered pursuant to Clause 8.1.10 (Financial statements) is prepared using GAAP.
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure confirm to the Finance Parties that each set of financial statements is delivered pursuant to clause 19.1 Clause 8.1.10 (Financial statements) shall be and prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods is consistent with those applied in the preparation of the Original Financial Statements, Statements for the Borrower unless, in relation to any set of financial statements, the Borrower it notifies the Agent and Security Trustee that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors its auditors deliver to the AgentAgent and Security Trustee:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Borrower's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentAgent and Security Trustee, to enable the Lenders to determine whether clause 20 Clause 8.3 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and that in the Borrower's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.]
Appears in 1 contract
Samples: Rupee Term Facility Agreement (Sterlite Industries (India) LTD)
Requirements as to financial statements. 19.3.1 (a) Each set of Financial Statements delivered by the Borrower pursuant to Clause 20.1 (Financial Statements) shall be certified by an authorised officer of the Borrower or the Guarantor, as the case may be, as fairly representing the financial condition of such Persons as at the date to which those Financial Statements were drawn up.
(b) The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 Clause 20.1 (Financial statementsStatements) shall:
(a) be is prepared on an unconsolidated basis and in accordance with GAAP, or as the case may be, IFRS;
(b) give on a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be prepared using GAAP or IFRS, accounting practices and financial reference periods basis consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statementsFinancial Statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices and or reference periods and, if such change affects the Auditors Financial Statements of the Borrower, its auditors deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements Financial Statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original the previous Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Facility Lenders to determine whether clause 20 (Financial covenants) has the requisite financial ratios have been complied with and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Original previous Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Facility Agreement (Gold Fields LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause Clause 19.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, certified by a director or an authorised signatory of the Borrower as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to clause Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Facility Agreement (PCGI Intermediate Holdings LTD)
Requirements as to financial statements. 19.3.1 (a) The Borrower shall procure that each set of Annual its financial statements delivered pursuant to Clause 20.1 (Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditorsstatements) is prepared using GAAP.
19.3.2 Each (b) The Borrower shall ensure that each set of financial statements delivered by it pursuant to clause 19.1 Clause 20.1(a) (Financial statements) shall:
(a) be prepared in accordance with GAAP, or as has been audited by the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; andAuditor.
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements of itself under this Agreement or of an Equity Party delivered pursuant to clause 19.1 7.17 (Financial statementsStatements) shall be of the Equity Support and Retention Deed is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices and or reference periods or the Auditors auditors of itself or the relevant Equity Party, it shall deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements (or in the case of the Borrower only, the first set of its audited financial statements delivered under this Agreement) were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Xxxxxxx’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements (or in the case of the Borrower only, the first set of its audited financial statements delivered under this Agreement) were prepared.
Appears in 1 contract
Samples: Facility Agreement
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that cause each set of financial statements delivered pursuant to clause 19.1 Clause 19.1.1 (Financial statements) shall to be prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Borrower and the Parent Guarantor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orthe Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods and the Auditors deliver Parent Guarantor delivers to the AgentAgent promptly upon request:
(a) a description of any change necessary for those financial statements to reflect the GAAP orAccounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Borrower’s or the Parent Guarantor’s (as the case may be) Original Financial Statements were prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s or the Parent Guarantor’s (as the case may be) Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Facility Agreement (Gulfmark Offshore Inc)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by an Obligor pursuant to clause 19.1 Clause 20.2 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by the chief financial officer of the Parent Guarantor of the relevant company as the case may be, IFRS;
(b) give giving a true and fair view of (if audited) or fairly representing (if unaudited) its or, in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases)the Parent Guarantor, the Group's , financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Obligors shall procure that each set of financial statements of each Obligor delivered pursuant to clause 19.1 Clause 20.2 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor (if applicable) unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of that Obligor deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 21 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by an Obligor pursuant to clause 19.1 Clause 20.1 (Financial statements) shall:
shall be certified by a director of the relevant company as fairly representing its (a) be prepared in accordance with GAAPor, or as the case may be, IFRS;
(bits consolidated) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at end of and for the period in relation to which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (20.1 Financial statementsStatements) shall be is prepared using GAAP or IFRSAccounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orAccounting Principles, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orAccounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Age 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Facility Agreement (Danaos Corp)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 19.5.1. Each set of financial statements Financial Statements delivered by the Original Borrower pursuant to clause 19.1 Clause 19.3 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements Financial Statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 19.5.2. The Original Borrower shall procure that each set of financial statements Financial Statements delivered pursuant to clause 19.1 Clause 19.3 (Financial statements) is prepared in accordance with the Accounting Principles.
19.5.3. The Original Borrower shall be procure that each set of Financial Statements of an Obligor delivered pursuant to Clause 19.3 (Financial statements) is prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Financial Statements originally provided to the Facility Agent in respect of that Obligor (the Obligor Original Financial Statements, ) unless, in relation to any set of financial statementsFinancial Statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orthe Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods and its Auditors (or, if appropriate, the Auditors of the Obligor) deliver to the Facility Agent:
(a) 19.5.3.1. a description of any change necessary for those financial statements Financial Statements to reflect the GAAP orAccounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Obligor Original Financial Statements were prepared; andand AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION
(b) 19.5.3.2. sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 20.1 (Financial covenantscondition) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Obligor Original Financial Statements. Any reference in this Agreement to any financial statements those Financial Statements shall be construed as a reference to those financial statements Financial Statements as adjusted to reflect the basis upon which the Obligor Original Financial Statements were prepared.
Appears in 1 contract
Samples: Term and Revolving Credit Facilities Agreement (Sibanye Gold LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Parent Guarantor pursuant to clause 19.1 Clause 19.2 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by an officer of the Parent Guarantor as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements for any financial year), if audited) or fairly represent representing (in other cases), the if unaudited) its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Each Obligor shall procure that each set of financial statements of an Obligor delivered pursuant to clause 19.1 Clause 19.2 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentFacility Agent (acting on the instructions of the Lenders), to enable the Lenders to determine whether clause Clause 20 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 Clause 18.1 (Financial statementsStatements) shall:
(a) shall be prepared in accordance with GAAP, certified by a director or a chief financial officer of the Borrower as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements for any such financial year), statements which are audited) or fairly represent representing (in other cases), the case of any such financial statements which are unaudited) its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of its financial statements delivered pursuant to clause 19.1 Clause 18.1 (Financial statementsStatements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Borrower unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors its auditors deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Borrower’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 19 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Facilities Agreement (WEIBO Corp)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 Clause 19.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP.
(c) The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 19.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 20.9 (Financial covenantsIndebtedness) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower Borrowers shall procure that each set of Annual Financial Statements financial statements includes a profit and loss account, a balance sheet and a cashflow cash flow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group Group, as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ ' opinion. For the avoidance of doubt, a qualification shall not include an "emphasis of matter paragraph" which in accordance with GAAP is not considered a qualification.
19.3.3 The Borrower Borrowers shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, the Borrower notifies Borrowers notify the Agent that there has been a change in GAAP or, as the case may be, IFRS or the accounting practices and the Auditors deliver to the Agent:
(a) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Facility Agreement (DryShips Inc.)
Requirements as to financial statements. 19.3.1 (a) The Borrower shall procure ensure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered or procured pursuant to clause Clause 19.1 (Financial statements) shall:
(a) in respect of the Group or the Target Group shall be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give certified by a true and fair view director of (in the case of Annual Financial Statements for any financial year), the Group) the Borrower or fairly represent (in other cases), the case of the Target Group) the Target as fairly representing the consolidated financial condition and operations of the Group or the Target Group (as the case may be) as at the date as at end of and during the applicable period to which those such financial statements were drawn up; andrelate.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements of the Group delivered pursuant to clause Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Group (as the case may be) unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orIFRS, as the case may be, IFRS or the accounting practices or reference periods and the Auditors auditors of the Borrower deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orIFRS, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Original Financial Statements of the Group were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Original Financial StatementsStatements of the Group. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements of the Group were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 (a) The Borrower Obligors shall procure that each set of Annual Financial Statements and Quarterly Financial Statements delivered pursuant to clause 20.3 (Financial statements) includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (b) Each set of financial statements delivered pursuant to clause 19.1 20.3 (Financial statements) shall:
(ai) be prepared in accordance with GAAP, or as the case may be, IFRSAccounting Principles;
(bii) give a true and fair view of (in the case of Annual Financial Statements for any financial yearFinancial Year), or fairly represent present (in other cases), and must be certified by an officer of the relevant Obligor as fairly presenting, its financial condition and operations of the Group operations, as at the date as at which those financial statements were drawn up; and
(ciii) in the case of annual audited financial statementsAnnual Financial Statements, not be the subject of any material qualification in the Auditors’ opinion.
19.3.3 (c) The Borrower Obligors shall procure that each set of financial statements delivered pursuant to clause 19.1 20.3 (Financial statements) shall be prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower notifies the Agent Lender that there has been a change in GAAP or, as the case may be, IFRS Accounting Principles or the accounting practices and the Auditors deliver to the Agent:Lender:
(ai) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS Accounting Principles or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders Lender to determine whether clause 20 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. .
(d) Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Facility Agreement (Danaos Corp)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 19.5.1. Each set of financial statements Financial Statements delivered by the Original Borrower pursuant to clause 19.1 Clause 19.3 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements Financial Statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 19.5.2. The Original Borrower shall procure that each set of financial statements Financial Statements delivered pursuant to clause 19.1 Clause 19.3 (Financial statements) is prepared in accordance with the Accounting Principles.
19.5.3. The Original Borrower shall be procure that each set of Financial Statements of an Obligor delivered pursuant to Clause 19.3 (Financial statements) is prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Financial Statements originally provided to the Facility Agent in respect of that Obligor (the Obligor Original Financial Statements, ) unless, in relation to any set of financial statementsFinancial Statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orthe Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods and its Auditors (or, if appropriate, the Auditors of the Obligor) deliver to the Facility Agent:
(a) 19.5.3.1. a description of any change necessary for those financial statements Financial Statements to reflect the GAAP orAccounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Obligor Original Financial Statements were prepared; and
(b) 19.5.3.2. sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 20.1 (Financial covenantscondition) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements Financial Statements and the Obligor Original Financial Statements. Any reference in this Agreement to any financial statements those Financial Statements shall be construed as a reference to those financial statements Financial Statements as adjusted to reflect the basis upon which the Obligor Original Financial Statements were prepared.
Appears in 1 contract
Samples: Term and Revolving Credit Facilities Agreement (Sibanye Gold LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Company pursuant to clause 19.1 Clause 20.1 (Financial Annual financial statements) shall:
or Clause 20.2 (aHalf-yearly financial statements) shall be prepared in accordance with GAAPcertified by an officer of the relevant company as fairly representing its (or, or as the case may be, IFRS;
(bits consolidated) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at the date as at end of and for the period in relation to which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Company shall procure that each set of financial statements of the Parent delivered pursuant to clause 19.1 Clause 20.1 (Financial Annual financial statements) shall be or Clause 20.2 (Half-yearly financial statements) is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods in each case consistent with those applied in the preparation of the Original Financial Statements, Applicable Accounting Principles unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors auditors of the Parent deliver to the Facility Agent:
(ai) a description of any change necessary for those the relevant financial statements to reflect the GAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements were preparedApplicable Accounting Principles; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 21 (Financial covenants) has been complied with and with, to determine any other relevant matter and/or to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were preparedApplicable Accounting Principles.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 (A) The Borrower Company shall procure that each set of Annual Financial Statements, Half Year Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet sheet, profit and that, in addition, each set of Annual Financial Statements shall be audited by the Auditorsloss account and cashflow statement.
19.3.2 (B) Each set of financial statements delivered pursuant to clause 19.1 Clause 25.1 (Financial statements) shall:):
(a1) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the presenting its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and;
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements2) shall be prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of financial statements, the Borrower Company notifies the Agent that there has been a change in GAAP or, as the case may be, IFRS Accounting Principles or the accounting practices and the Auditors its auditors deliver to the Agent:
(a) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS Accounting Principles or accounting practices and reference periods upon which corresponding the Original Financial Statements were prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 26 (Financial covenantsCovenants) has been complied with with, to determine the Margin and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Endava PLC)
Requirements as to financial statements. 19.3.1 The Borrower shall procure ensure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered or procured pursuant to clause Clause 19.1 (Financial statements) shallshall be:
(a) be prepared in accordance with GAAP, certified (for and on behalf of the Borrower) by (i) the most senior financial officer of or the chief executive officer and (ii) a director of the Borrower as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements for any financial yearif audited), or fairly represent (in other casesif unaudited), the financial condition and operations of the Group Borrower as at the date as at which those financial statements were drawn upup and the results of operations of the Borrower during the period to which those financial statements relate, and any such certification shall be binding on the Obligors party hereto; and
(cb) prepared in accordance with the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be prepared using GAAP or IFRS, accounting practices and financial reference periods Accounting Principles consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any set of such financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP or, as the case may be, IFRS or the accounting practices Accounting Principles and the Auditors deliver delivers to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS or accounting practices and reference periods Accounting Principles upon which corresponding the Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders Finance Parties to determine whether clause Clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the such Original Financial Statements. Any , provided that any reference in this Agreement to any financial statements of the Borrower shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause Clause 19.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, certified by a director or senior officer of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the presenting its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to clause Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent Lender that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and the Auditors auditors of the Guarantor deliver to the AgentLender:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and Lender to make an accurate comparison between the financial position indicated in those financial statements and the that Oxxxxxx’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Pre Export Financing Agreement (Sigma Lithium Corp)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 Each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the financial condition and operations of the Group as at Borrower and the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Guarantors shall procure ensure that each set of financial statements delivered by it, Corgi Classics Holdings or Corgi Classics (as the case may be) pursuant to clause 19.1 (Financial statements) shall be this Clause 15 are:
15.3.1 prepared using GAAP or IFRSaccounting policies, accounting practices practices, procedures and financial reference periods period consistent with those applied in the preparation of the Original Financial Statements, Statements unless, in relation to any such set of financial statements, the Borrower relevant Obligor or Corgi Classics (as the case may be) notifies the Agent that there has have been a change one or more changes in GAAP any such accounting policies, practices, procedures or reference period and, in respect of the financial statements provided pursuant to Clause 15.1 (Annual Statements), the auditors or, otherwise, a senior financial officer, of such Obligor or Corgi Classics (as the case may be, IFRS or the accounting practices and the Auditors deliver to the Agent) provides:
(a) a description of any change necessary for the changes and the adjustments which would be required to be made to those financial statements in order to reflect cause them to use the GAAP oraccounting policies, as the case may bepractices, IFRS or accounting practices procedures and reference periods period upon which corresponding the Original Financial Statements were prepared; and
(b) sufficient information, in form such detail and substance format as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and Banks to make an accurate comparison between the financial position indicated in by those financial statements and the Original Financial Statements. Any , and any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared; and
15.3.2 certified by an Authorised Signatory of such Obligor or Corgi Classics (as the case may be) as giving, save as disclosed therein, a true and fair view of its consolidated financial condition or, if no consolidated quarterly statements are prepared, its consolidated financial position as at the end of the period to which those financial statements relate and of the results of the Group's, the relevant Obligor's or Corgi Classics' (as the case may be) operations during such period.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 (a) The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet sheet, profit and that, in addition, loss account and cashflow statement. In addition the Borrower shall procure that each set of its Annual Financial Statements shall be audited by the Borrower’s Auditors.
19.3.2 (b) Each set of financial statements delivered pursuant to clause 19.1 Clause 18.1 (Financial statements) shall:statements and Quarterly Rent Tape):
(ai) shall be prepared in accordance with GAAP, or certified by a senior officer of the relevant company as the case may be, IFRS;
(b) give giving a true and fair view of (in the case of Annual Financial Statements for any financial yearFinancial Year), or fairly represent representing (in other cases), the its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and;
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statementsii) shall be prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, the Borrower notifies the Agent that there has been a change in GAAP or, as the case may be, IFRS Accounting Principles or the accounting practices and the Auditors deliver to the Agent:
(a) a description of any change necessary for those financial statements to reflect the GAAP or, as the case may be, IFRS or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and
(b) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statementspractices. Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 a) Each set of financial statements delivered by the Borrower pursuant to clause Clause 19.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by the Chief Financial Officer of the Borrower as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
(c) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 b) The Borrower shall procure that each set of financial statements of the Borrower delivered pursuant to clause Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Borrower unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Borrower) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Borrower's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Borrower's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Company pursuant to clause Clause 19.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Company shall procure that each set of financial statements of an Obligor delivered pursuant to clause Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Tercica Inc)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Borrower pursuant to clause 19.1 paragraph (a) or (b) of Clause 20.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, or certified by a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the presenting its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements of an Obligor delivered pursuant to clause 19.1 paragraph (a) or (b) of Clause 20.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference APJ/076001.00588/98366820.7Page 66 periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original that Obligor'x Xxxxxnal Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Single Currency Revolving Facility Agreement (StoneX Group Inc.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements of the Borrower, the Guarantor and each Target delivered pursuant to clause Clause 19.1 (Financial statements) shall:
shall be certified by a director of the Borrower, the Guarantor or (a) be prepared in accordance with GAAP, or as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or such Target as fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower shall procure that each set of financial statements of a person delivered pursuant to clause Clause 19.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that person unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of that person) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that person's Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause Clause 20 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that person's Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Facility Agreement (PCGI Intermediate Holdings LTD)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered pursuant to clause 19.1 by a Borrower or the Parent Guarantor (Financial statements) shall:
(a) be prepared in accordance with GAAP, or as the case may be, IFRS;
) pursuant to Clause 20.2 (bFinancial statements) give shall be certified by a senior officer (or equivalent) of the relevant company as giving a true and fair view of (in the case of Annual Financial Statements for any financial year), if audited) or fairly represent representing (in other cases), the if unaudited) its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Borrowers shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 20.2 (Financial statements) shall be is prepared using GAAP or IFRSGAAP.
(c) The Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Facility Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its auditors (or, if appropriate, the Auditors auditors of the Obligor) deliver to the Facility Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 20 Clause 21 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Term Loan Facility Agreement (Castor Maritime Inc.)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Company pursuant to clause 19.1 Clause 20.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, certified by the Management or a director of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and.
(cb) in the case of annual audited financial statements, not be the subject of any qualification in the Auditors’ opinion.
19.3.3 The Borrower Company shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 20.1 (Financial statements) shall be is prepared using GAAP or IFRSGAAP.
(c) The Company shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for that Obligor unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orGAAP, as the case may be, IFRS or the accounting practices or reference periods and its Management or, upon reasonable request by the Auditors Agent, its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orGAAP, as the case may be, IFRS or accounting practices and reference periods upon which corresponding that Obligor’s Original Financial Statements were prepared; and
and (bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the that Obligor’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Senior Revolving Credit Facility Agreement (Logitech International Sa)
Requirements as to financial statements. 19.3.1 The Borrower shall procure that each set of Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and each set of Quarterly Financial Statements includes an income statement, a cashflow statement and a balance sheet and that, in addition, each set of Annual Financial Statements shall be audited by the Auditors.
19.3.2 (a) Each set of financial statements delivered by the Company pursuant to clause 19.1 Clause 24.1 (Financial statements) shall:
(a) shall be prepared in accordance with GAAP, certified by a director or the chief financial officer or two authorised signatories of the relevant company as the case may be, IFRS;
(b) give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly represent (in other cases), the representing its financial condition and operations of the Group as at the date as at which those financial statements were drawn up; and
up (c) unless, in the case of annual audited financial statements delivered by the Company pursuant to Clause 24.1 (b) (Financial statements), not be expressly disclosed to the subject of any qualification Agent in writing to the Auditors’ opinioncontrary).
19.3.3 (b) The Borrower Company shall procure that each set of financial statements delivered pursuant to clause 19.1 Clause 24.1(a) and (c) (Financial statements) shall be is prepared using GAAP or IFRSthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, Statements for the Company unless, in relation to any set of financial statements, the Borrower it notifies the Agent that there has been a change in GAAP orthe Accounting Principles, as the case may be, IFRS or the accounting practices or reference periods and the Auditors its auditors deliver to the Agent:
(ai) a description of any change necessary for those financial statements to reflect the GAAP orAccounting Principles, as the case may be, IFRS or accounting practices and reference periods upon which corresponding the Company’s Original Financial Statements were prepared; and
(bii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether clause 20 Clause 25 (Financial covenantsCovenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. Any reference in this Agreement to any those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
Appears in 1 contract
Samples: Senior Facilities Agreement (Anheuser-Busch InBev S.A.)
