Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.
Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;
Year-End Statements As soon as available and in any event within 5 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 120 days after the end of each fiscal year of the Parent), the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent, the Borrower and its other Subsidiaries as at the date thereof and the results of operations for such period and (b) accompanied by the report thereon of an Approved Accounting Firm, whose certificate shall be unqualified and in scope and substance reasonably satisfactory to the Administrative Agent and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement; provided, however, the Parent shall not be required to deliver an item required under this Section if such item is contained in a Form 10-K filed by the Parent with the Securities and Exchange Commission (or any Governmental Authority substituted therefore) and is publicly available to the Administrative Agent and the Lenders.
Monthly Financial Statements As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);
Inventory; Returns Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the Effective Date. Borrower must promptly notify Bank of all returns, recoveries, disputes and claims that involve more than One Hundred Thousand Dollars ($100,000).
Quarterly Financial Statements As soon as available and in any event within 5 days after the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower (or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the consolidated balance sheets of the Borrower and the Subsidiaries and, if different, the Borrower and the Restricted Subsidiaries, in each case as at the end of such quarterly period and the related consolidated statements of operations for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and the related consolidated statement of cash flows for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and setting forth comparative consolidated figures for the related periods in the prior fiscal year or, in the case of such consolidated balance sheet, for the last day of the prior fiscal year (or, in lieu of such unaudited financial statements of the Borrower and the Restricted Subsidiaries, a detailed reconciliation reflecting such financial information for the Borrower and the Restricted Subsidiaries, on the one hand, and the Borrower and the Subsidiaries, on the other hand), all of which shall be certified by an Authorized Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to changes resulting from audit and normal year end audit adjustments.
Deficit Capital Accounts No Member will be required to pay to the Company, to any other Member or to any third party any deficit balance that may exist from time to time in the Member’s Capital Account.
Equipment Return You may use the Leased Equipment provided under this plan only while you remain an active customer in good standing and in compliance with this Agreement (including, without limitation, the RCA). You must return all Leased Equipment in good operating condition, normal wear and tear excepted, within 30 days following cancellation or disconnection of your DISH service or disconnection of your Leased Equipment. If you acquired your Leased Equipment from a retailer, then you must return all Leased Equipment to: (A) your original retailer, if such cancellation or disconnection of your DISH service or disconnection of your Leased Equipment occurs during the first 30 days following your initial activation of programming; or (B) DISH, if such cancellation or disconnection of your DISH service or disconnection of your Leased Equipment occurs after such 30-day period. You are responsible for and shall bear all costs, expenses and risk of returning your Leased Equipment, including, without limitation, risk of loss during shipment. You are not responsible under the terms and conditions of this Agreement for the return of equipment other than your Leased Equipment. Following cancellation or disconnection of your DISH service or disconnection of your Leased Equipment (unless you acquired your Leased Equipment from a retailer and the cancellation or disconnection of your DISH service or disconnection of your Leased Equipment occurs during the first 30 days following your initial activation of programming and you returned Leased Equipment to such retailer within 30 days following cancellation or disconnection of your DISH service or disconnection of your Leased Equipment), DISH will send you one or more return labels or empty boxes (depending on your Leased Equipment) to be used by you in returning your Leased Equipment and DISH will charge you up to $20.00 for each such return label or empty box (“Box Return Fee”). The BoxReturn Fee is subject to change at any time. Unless you are a resident of a Remote Area of Alaska, you also have the option of contacting DISH by calling 000-000-XXXX (000-000-0000) to request that DISH or our designee(s) perform an in-home service call to remove your Leased Equipment at DISH’s then-current in-home service call rate, which rate is subject to change at any time. Leased Equipment will not be deemed returned until received by DISH. DISH Protect is an optional service program currently priced as set forth in the table below. DISH Protect is offered in two (2) plans: Dish Protect and Plus. The services offered in each plan can be viewed at xxxxxx.xxx/xxxxxxxxxxx. If you enroll in a DISH Protect plan, you will receive an initial six (6) month trial offer of DISH Protect if you are eligible and if such plans are otherwise available to you at the time you sign this Agreement. During the trial offer period, you will be charged the monthly Trial Offer Price set forth below. By signing above, you are accepting the terms of this trial offer and understand that you may cancel or change your DISH Protect plan at any time by calling 000- 000-XXXX (3474) or by emailing xxxxxxxxxxxxxxxxxxxxxxxx@xxxx.xxx. You also agree that if you do not cancel your DISH Protect plan during the initial six (6) month trial offer period, DISH will automatically begin billing you the then-current monthly Regular Price of your DISH Protect plan upon the expiration of the six (6) month trial offer period until you cancel your DISH Protect plan. Not all DISH Protect plans are available to all customers. DISH Protect is not available to residents of Remote Areas of Alaska and/or residents of some Shared Dish MDU Properties. If you reside in a Shared Dish MDU Property and you are not sure if you qualify for DISH Protect, then please call 000-000-0000 to determine if you qualify. DISH Protect $11.99 $0.00 DISH Protect Plus $11.99 $0.00
Returns Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate amount, and (iii) provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory.
Monthly Financials To Agent and Lenders, within thirty-five (35) days after the end of each Fiscal Month, financial information regarding Parent and its Subsidiaries, certified by the Chief Financial Officer of Parent, consisting of consolidated and consolidating (i) unaudited balance sheets as of the close of such Fiscal Month and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Month; (ii) unaudited statements of income and cash flows for such Fiscal Month, setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP (subject to normal year-end adjustments); and (iii) a summary of the outstanding balance of all Permitted Intercompany Debt as of the last day of that Fiscal Month; provided, that such financial information shall be delivered within sixty (60) days after the first month in each Fiscal Year. Such financial information shall be accompanied by the certification of the Chief Financial Officer of Parent that (i) such financial information presents fairly in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes) the financial position and results of operations of Parent and its Subsidiaries, on an unconsolidated and combined basis, in each case as at the end of such Fiscal Month and for that portion of the Fiscal Year then ended and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default in existence as of such time or, if a Default or Event of Default shall have occurred and be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Parent shall deliver to Agent and Lenders, within thirty-five (35) days after the end of each Fiscal Month, a management discussion and analysis that includes a comparison to budget for that Fiscal Month and a comparison of performance for that Fiscal Month to the corresponding period in the prior year.
