Common use of Requirements as to financial statements Clause in Contracts

Requirements as to financial statements. Each set of financial statements delivered by the Borrower under Clause 19.1 (Financial statements): (a) shall be certified by an officer of the relevant company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and (b) shall be prepared using GAAP, 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, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to 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.

Requirements as to financial statements. Each The Borrower shall cause each set of financial statements delivered by the Borrower under pursuant to Clause 19.1 19.1.1 (Financial statements): (a) shall be certified by an officer of the relevant company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and (b) shall to be prepared using GAAPthe Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for the Borrower and the Parent Guarantor unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAPthe Accounting Principles, the accounting practices or reference periods and its auditors deliver the Parent Guarantor delivers to the AgentAgent promptly upon request: (ia) a description of any change necessary for those financial statements to reflect the GAAPAccounting Principles, accounting practices and reference periods upon which the Borrower’s or the Parent Guarantor’s (as the case may be) Original Financial Statements were prepared; and (iib) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent Lenders to determine whether Clause 20 (Financial Covenantscovenants) has been complied with and 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 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.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Borrower under pursuant to Clause 19.1 17.1 (Financial statements): (a) shall be certified by an officer a authorised signatory of the relevant company Borrower as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and. (b) The Borrower shall be procure that each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent Lenders to determine whether Clause 20 (Financial Covenants) has been complied with any other relevant matter and 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 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.

Requirements as to financial statements. Each The Borrower shall procure that each set of financial statements delivered by the Borrower under pursuant to Clause 19.1 18.1.1 (Financial statements): (a) shall be certified by an officer of the relevant company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and (b) shall be is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for the Borrower and the Guarantors unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its (or the Guarantors’ (as the case may be)) auditors deliver to the Agent: (ia) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Borrower’s or the Guarantors’ (as the case may be) Original Financial Statements were prepared; and (iib) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent Lenders to determine whether Clause 20 19 (Financial Covenantscovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Borrower’s or the Guarantors’ (as the case may be) Original Financial Statements. Any reference in this Agreement to 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.

Requirements as to financial statements. Each (a) The Company shall procure that each set of financial statements for each Obligor and for the Group delivered by the Borrower under pursuant to Clause 19.1 22.1 (Financial statements): (a) shall be certified by an officer of the relevant company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and (b) shall be is prepared using GAAP, GAAP (or local GAAP as applicable) and that in each case accounting practices and financial reference periods are materially consistent with those applied in the preparation of the Original Financial Statements for that Obligor and the Group, as applicable, unless, in relation to any set of financial statements, it notifies the Agent that there has been a material change in GAAP (or Local GAAP, as applicable), or the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the member of the Group) deliver to the Agent: (i) a description of any material change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor's or the Group's (as applicable) Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent Lenders to determine whether Clause 20 23 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor's or the Group's Original Financial Statements. Any reference in this Agreement to 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.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Borrower Guarantor under Clause 19.1 7.1 (Financial statements): (ai) shall be certified by an authorised officer of the relevant company Parent Guarantor as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and; (bii) shall be prepared using GAAP, 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, it notifies the Security Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Security Agent: (iA) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (iiB) sufficient information, in form and substance as may be reasonably required by the Security Agent, to enable the Security Agent to determine whether Clause 20 8 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. . (b) Any reference in this Agreement Guarantee to 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.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Borrower under Company pursuant to Clause 19.1 20.1 (Financial statements): (a) shall be certified by an officer a director of the relevant company Company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and. (b) The Company shall be procure that each set of financial statements of the Company 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 unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAPIFRS, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent Banks to determine whether Clause 20 21 (Financial Covenantscovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to 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.

Requirements as to financial statements. Each set of financial statements delivered by the Borrower Borrowers or the Guarantor (as applicable) under Clause 19.1 (Financial statements): (a) 19.3.1 shall be certified by an officer a director of the relevant company Guarantor as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and; (b) 19.3.2 shall be prepared using GAAP, 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, it notifies the Agent Lender that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the AgentLender: (ia) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (iib) sufficient information, in form and substance as may be reasonably required by the AgentLender, to enable the Agent Lender to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to 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.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Borrower under Company pursuant to Clause 19.1 (Financial statements): (a) shall be certified by an officer a director of the relevant company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), presenting its financial condition as at the date as at which those financial statements were drawn up; and. (b) The Company shall be procure that each set of financial statements 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 unless, unless in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent Lenders to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to 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) At the Company's request, the Company and the Agent shall negotiate in good faith with a view to agreeing such amendments to the financial covenants as may be necessary to Clause 20 (Financial Covenants) in order to avoid the Company having to provide reconciliations pursuant to paragraph (b) of Clause 19.2 (Compliance Certificate).

Requirements as to financial statements. Each set of financial statements delivered by the a Borrower under Clause 19.1 20.1 (Financial statements): (a) 20.3.1 shall be certified by an officer Authorised Officer of the relevant company Guarantor as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and; (b) 20.3.2 shall be prepared using GAAP, 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, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (ia) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (iib) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent to determine whether Clause 20 21 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to 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.

Requirements as to financial statements. Each set of financial statements delivered by the Borrower under Clause 19.1 20.1 (Financial statements): (a) 20.3.1 shall be certified by an officer the Chief Financial Officer of the relevant company Original Guarantor as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and (b) 20.3.2 shall be prepared using GAAP, 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, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (ia) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (iib) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent to determine whether Clause 20 21 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to 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.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Borrower under pursuant to Clause 19.1 (Financial statements): (a) shall be certified by an officer a authorised signatory of the relevant company Borrower as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and. (b) The Borrower shall be procure that each set of financial statements 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 unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent Lenders to determine whether Clause 20 (Financial Covenants) has been complied with any other relevant matter and 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 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.

Requirements as to financial statements. Each set of financial statements delivered by the Borrower under Clause 19.1 (Financial statements): (a) 19.3.1 shall be certified by an officer a director of the relevant company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and (b) 19.3.2 shall be prepared using GAAP, 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, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent: (ia) a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and (iib) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to 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.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Borrower under Company pursuant to Clause 19.1 (Financial statements): (a) shall be certified by an a senior financial officer of the relevant company Company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and. (b) The Company shall be procure that each set of financial statements delivered pursuant to Clause 19.1 (Financial statements) is prepared using GAAPIFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the its Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAPIFRS, the accounting practices or reference periods and its auditors deliver it delivers to the Agent: (i) a description of any change necessary for those financial statements to reflect the GAAPIFRS, accounting practices and reference periods upon which the its Original Financial Statements were prepared; and (ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent Lenders to determine whether Clause 20 (Financial Covenantscovenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Company’s Original Financial Statements. If so requested by the Agent, the Company shall request its auditors to deliver the information referred to in paragraphs (i) and (ii) above to the Agent. Any reference in this Agreement to 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.

Requirements as to financial statements. (a) Each set of financial statements delivered by the Borrower under an Obligor pursuant to Clause 19.1 19.2 (Financial statements): (a) shall be certified by an officer a director of the relevant company Obligor as giving a true and fair view of (in the case of annual financial statements), if audited) or fairly representing (in other cases), if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up; and. (b) The Guarantor shall be procure that each set of financial statements delivered pursuant to Clause 19.2 (Financial statements) is prepared using GAAP, GAAP 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, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Facility Agent: (i) a description of any change necessary for those financial statements to reflect the current GAAP, accounting practices and reference periods upon which the Original Financial Statements were preparedperiods; and (ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Agent Lenders to determine whether Clause 20 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. Any reference in this Agreement to 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 preparedwith.