Subsidiary Financial Statements Sample Clauses

Subsidiary Financial Statements. The financial statements of the ------------------------------- Company's Subsidiaries included in the Registration Statement and the Prospectuses, together with the related schedules and notes, present fairly in all material respects the financial position of such Subsidiaries and their respective consolidated Subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of such Subsidiaries and their respective consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved.

Subsidiary Financial Statements. At the same time as the financial statements delivered under subsections (a) and (b) above, a balance sheet, statement of income and a statement of cash flows for each Subsidiary of Borrower in form reasonably satisfactory to Lender.

Subsidiary Financial Statements. (a) Any Subsidiary of Borrower, created, acquired or coming into existence after the date hereof, shall promptly upon request by Bank, but in any event within 30 days after such Subsidiary is created, acquired or otherwise comes into existence, execute and deliver to Bank an absolute and unconditional guaranty of the timely repayment of the Loans and the due and punctual performance of the of the Obligations of Borrower, which guaranty shall be reasonably satisfactory to Bank in both form and substance. Borrower will cause any such Subsidiary to deliver to Bank, simultaneously with its delivery of such a guaranty, written evidence satisfactory to the Bank and its counsel that such Subsidiary has taken all company action necessary to duly approve and authorize its execution, delivery and performance of such guaranty and any other documents which it is required to execute. (b) Any such Subsidiary shall (i) represent and warrant to the Bank that any financial statements of such Subsidiary that may be delivered to the Bank will fairly and accurately reflect the financial condition of such Subsidiary, and (ii) agree that the Bank shall have the right at all times during business hours to inspect the books and records of such Subsidiary and make extracts therefrom, The Borrower agrees to advise the Bank immediately of any development, condition or event that may have a Material Adverse Effect on any such Subsidiary.

Subsidiary Financial Statements. The Subsidiaries have delivered to ITI- Nev as Exhibit 2.7 their audited balance sheets as of December 31, 1997, the Subsidiaries' audited income statement and cash flows for the year then ended and the Subsidiaries' unaudited balance sheet as of April 30, 1998 (the "Subsidiary Balance Sheet Date") and the Subsidiaries' unaudited income statement for the period from January 1, 1998 through April 30, 1998 (collectively, the "Subsidiary Financial Statements"). The Subsidiary Financial Statements (a) are in accordance with the books and records of the Subsidiaries and (b) fairly and accurately represent the financial condition of the Subsidiaries at the respective dates specified therein and the results of operations for the respective periods specified therein in conformity with generally accepted accounting principles applied on a consistent basis (subject to normal year end adjustments). Except as noted in the Disclosure Letter, since the Subsidiary Balance Sheet Date, the Subsidiaries have not incurred any debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those incurred in the ordinary course of the Subsidiaries' business, consistent with past practice that are not material in amount either individually or collectively.

Subsidiary Financial Statements. If prepared and available to Borrower, as soon as available, a management prepared statement of operations, shareholders' equity and cash flows of such Subsidiary, all in reasonable detail and certified by a Responsible Officer of such Subsidiary that they are complete and correct and fairly present the financial position for such period.

Subsidiary Financial Statements. Target has delivered, or promptly after the execution hereof will deliver to Acquisition, complete and correct copies of (i) the Quarterly Statements of each of the Subsidiaries filed with the Texas Department of Insurance (the "Texas Department") for the quarters ended March 31, June 30 and September 30, 1998 (the "Quarterly Statements"), (ii) the Annual Statements of each of the Subsidiaries filed with the Texas Department for the years ended December 31, 1996, 1997 and 1998, together with the exhibits and schedules thereto (the "Annual Statements"), and (iii) the audited consolidated statutory financial statements of the Subsidiaries for the years ended December 31, 1996, 1997 and 1998, together with the notes thereto (the "Audited Statutory Statements"). The (i) statutory financial statements (the "Statutory Statements") of each of the Subsidiaries contained in the Annual Statements and the Quarterly Statements and any additional quarterly or annual Statements of each of the Subsidiaries filed with the Texas Department and (ii) Audited Statutory Statements and any additional audited financial statements of each of the Subsidiaries delivered to Acquisition, have been (or, if not yet delivered, will be), in each such case, prepared in accordance with Statutory Accounting Principles ("SAP"), and such accounting practices have been applied on a consistent basis throughout the periods involved. The Audited Statutory Statements and each of the Statutory Statements present fairly the financial position, the assets, and the liabilities of each of the Subsidiaries as of the respective dates thereof and the results of operations and changes in capital and surplus and in cash flows for the respective periods then ended, all in accordance with SAP. Since December 31, 1998, there has been no material adverse change in the composition. nature or risk characteristics (credit quality or otherwise) of the Subsidiaries' investment portfolio. Except as disclosed in Schedule 4.1(j), the financial statements and reports delivered pursuant to this Section, or as otherwise referred to in this Agreement, the Subsidiaries have no debts, obligations or liabilities, contingent or otherwise, that could materially adversely affect its financial condition. All reserves, due and uncollected premiums and other related items with respect to insurance contracts as established or reflected in the Statutory Statements (i) were determined in accordance with commonly accepted actuarial sta...

Subsidiary Financial Statements. The Company shall deliver (a) statutory audited consolidated annual financial statements for each of FMCC, Ford South Africa, Land Rover Holdings and Volvo, (b) statutory audited annual financial statements for each of Ford Argentina, Ford Canada, Grupo Xxxx, Xxxx Mexico and Land Rover and (c) during any period when the Capital Stock of any other Foreign Pledgee has an Eligible Value of greater than $0, the statutory audited annual financial statements for such Foreign Pledgee (commencing with the statements that have been used as the basis for such Eligible Value), in each case, promptly after the same become available; provided that, if any such financial statements are not delivered within 240 days after the end the fiscal year of the relevant Subsidiary, the Eligible Value of the Capital Stock of such Person (or, in the case of Grupo Ford, the Eligible Value of the Grupo Ford Intercompany Note) shall be deducted from the Borrowing Base until such statements have been delivered to the Administrative Agent but the failure to deliver such financial statements shall not otherwise constitute a Default or an Event of Default hereunder.

Subsidiary Financial Statements. 20 (k) Litigation...........................................................21 (l) Real and Personal Property...........................................22 (m) Leases and Rental Contracts..........................................22 (n) Contracts............................................................23 (o) Compliance with Other Instruments and Laws...........................25 (p) Regulatory Filings...................................................26 (q) Absence of Certain Changes...........................................27 (r) Taxes................................................................28 (s) Insurance Policies...................................................30 (t) Transactions with Interested Persons.................................31 (u) Bank and Brokerage Accounts..........................................31 (v) Disclosure...........................................................31 (w)

Subsidiary Financial Statements. Domestic:

Subsidiary Financial Statements. The Borrower shall deliver (i) statutory audited consolidated annual financial statements for each of FMCC, Ford South Africa and Volvo, (ii) statutory audited annual financial statements for each of Ford Argentina, Ford Canada, Grupo Ford and Ford Mexico and (iii) during any period when the Capital Stock of any other Foreign Pledgee has an Eligible Value of greater than $0, the statutory audited annual financial statements for such Foreign Pledgee (commencing with the statements that have been used as the basis for such Eligible Value), in each case under clause (i), (ii) or (iii) above promptly after the same become available and only to the extent the Borrower has delivered to the Administrative Agent, or is required to deliver, such financial statements under the Existing Credit Agreement; provided that, if any such financial statements are not delivered within 240 days after the end the fiscal year of the relevant Subsidiary, the Eligible Value of the Capital Stock of such Person (or, in the case of Grupo Ford, the Eligible Value of the Grupo Ford Intercompany Note) shall be deducted from the Borrowing Base until such statements have been delivered to the Administrative Agent, but the failure to deliver such financial statements shall not otherwise constitute a Default or an Event of Default hereunder.