Schedule Footnotes Sample Clauses

Open Split View

Download

Share

Cite

Schedule Footnotes 

Sample 1Sample 2Sample 3

Save

Copy

Related to Schedule Footnotes

• Footnotes 1 The Calendar Year Deductible (Medical Plan Deductible) may include Services on both a Copayment or Coinsurance basis and applies to all applicable Services except the Services listed below. Chiropractic Services; Covered travel expenses for bariatric surgery Services; Diabetes self-management training provided by Preferred Providers, a registered dietician or registered nurse who are certi- fied diabetes educators; Injectable contraceptive when administered by a Physician as specified in the Family Planning Services section; Internet Based Consultations; Outpatient Mental Health Care from MHSA Participating Providers for Severe Mental Illnesses or Serious Emotional Dis- turbances of a Child, including the initial visit to determine the condition and diagnosis of the Member; Outpatient routine newborn circumcision in a Preferred Providers’ office; Preferred Physician office visits; Services provided under the Outpatient Prescription Drug benefit; and Preventive Health Benefits; 2 Charges for covered Brand Name Drugs in excess of the Participating Pharmacy contracted rate do not apply to the Member Calendar Year Brand Name Drug Deductible. The Member Calendar Year Brand Name Drug Deductible must be satisfied once during each Calendar Year by or on behalf of the Member. The Member Calendar Year Brand Name Drug Deductible is separate from the Member Calendar Year Deductible (Medical Plan Deductible). The Member Calendar Year Brand Name Drug Deductible does not count towards the Member Calendar Year Deductible (Medical Plan Deductible) nor toward the Member Calendar Year Out-of-Pocket Maximum responsibility. 3 The following are not included in the Calendar Year Out-of-Pocket Maximum amount: Additional and reduced payments under the Benefits Management Program; Charges in excess of specified benefit maximums; Charges for Services which are not covered and charges by non-Preferred and MHSA Non-Participating Providers in ex- cess of covered amounts; Covered travel expenses for bariatric surgery Services; Family Planning injectable contraceptives administered by a Physician; Inpatient Hospital Facility Services for Mental Illness when Services are received from MHSA Non-Participating Provid- ers; Internet Based Consultations; Non-Emergency Services from a Non-Participating Hospital; Outpatient Mental Health Care from MHSA Participating Providers for Severe Mental Illnesses or Serious Emotional Disturbances of a Child, including the initial visit to determine the condition and diagnosis of the Member; Non-Preferred Hospital-based Inpatient Medically Necessary skilled nursing Services including Subacute Care; Outpatient Surgery from a Non-Participating Ambulatory Surgery Center; and Outpatient routine newborn circumcision in a Preferred Providers’ office; Physician office visit Copayment; Services as described in the Preventive Care Benefits section; Services provided under the Outpatient Prescription Drug benefit; The Calendar Year Medical Plan Deductible; The Calendar Year Brand Name Drug Deductible. Note: Copayments and charges for Services not accruing to the Calendar Year Out-of-Pocket Maximum Responsibility con- tinue to be the Member's responsibility after the Calendar Year Out-of-Pocket Maximum is reached. 4 Unless otherwise specified, Copayments/Coinsurance are calculated based on the Allowable Amount. 5 Other Providers are not Preferred Providers and so for Services by Other Providers you are responsible for all charges above the Allowable Amount. Other Providers include acupuncturists, nursing homes and certain labs (for a complete list of Other Providers see the Definitions section)

• Annexes, Appendices and Footnotes The annexes, appendices and footnotes to this Agreement constitute an integral part of this Agreement.

• 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.

• Financial Statements; Projections (a) The audited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date thereof, including liabilities for taxes, material commitments and Debt. (b) The unaudited consolidated and consolidating balance sheet of the Reporting Companies for the most recent Fiscal Quarter ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter, as described more particularly in the Historical Financial Statements, copies of which have been furnished to each Lender (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Reporting Companies as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year‑end audit adjustments, and (iii) show all material Debts and other liabilities, direct or contingent, of the Reporting Companies as of the date of such financial statements, including liabilities for taxes, material commitments and Debt. (c) The consolidated and consolidating pro forma balance sheet of the Reporting Companies as of August 31, 2018, a copy of which has been furnished to each Lender, fairly presents the consolidated and consolidating pro forma financial condition of the Reporting Companies as of such date and the consolidated and consolidating pro forma results of operations of the Reporting Companies for the period ended on such date, all in accordance with GAAP. (d) The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Reporting Companies delivered pursuant to Section 7.1(j) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, Borrowers’ good faith estimate of the Reporting Companies’ future financial condition and performance; it being understood that such projections may vary from actual results and that such variances may be material.

• Form of financial statements All accounts (audited and unaudited) delivered under Clause 11.6 will: (a) be prepared in accordance with all applicable laws and US GAAP consistently applied; (b) give a true and fair view of the state of affairs of the relevant person at the date of those accounts and of its profit for the period to which those accounts relate; and (c) fully disclose or provide for all significant liabilities of the relevant person and its subsidiaries.

• Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

• Copies of any Amendments and Supplements to a Prospectus The Company will furnish the Placement Agent, without charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.

• Interim Financials The Seller will provide Buyer with interim monthly financial statements and other management reports as and when they are available.

• Financial Statements and Projections Except for the Projections, all Financial Statements concerning Borrowers and their respective Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.

• Interim Financial Statements Within 45 days after the close of each fiscal quarter of Customer, a copy of the interim financial statements of Customer for such fiscal quarter (including in reasonable detail both a balance sheet as of the close of such fiscal period, and statement of profit and loss for the applicable fiscal period);