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.
Requirements as to financial statements. (a) The Issuer shall procure that:
(i) each set of Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement;
(ii) each set of its Annual Financial Statements is audited by the Issuer's Auditors;
(iii) each set of the Parent’s Annual Financial Statements or Semi-Annual Financial Statements required to be delivered under this Agreement is reviewed by the Issuer's Auditors;
(iv) each set of Quarterly Financial Statements for the Issuer is accompanied by:
(A) a statement by the directors of the Issuer commenting on the performance of the Group for the Financial Quarter to which the financial statements relate and the Financial Year to date, and any material developments or proposals affecting the Group or its business (including without limitation any PC Acquisitions or PC Disposals made during the relevant Financial Quarter);
(B) a list of the contact details (name; position; email address; telephone number) for the chief executive officer (or equivalent) and finance director (or equivalent) of each Portfolio Company; and
(v) each set of Monthly Financial Statements contains reporting in reasonable details on the PC EBITDA of each Operating Company.
(b) In addition, the Issuer shall procure that each set of financial statements delivered pursuant to Clause 25.3 (Financial statements):
(i) shall be:
(A) certified by a director of the Issuer or relevant Group Company (as applicable) as fairly presenting its financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up; and
(B) in the case of the Annual Financial Statements, accompanied by any letter addressed to the management of the Parent or relevant Group Company (as applicable) by the auditors of those Annual Financial Statements and accompanying those Annual Financial Statements;
(ii) in the case of consolidated financial statements of the Group, shall be accompanied by a statement by the directors of the Issuer comparing actual performance for the period to which the financial statements relate to:
(A) the projected performance for that period set out in the Budget; and
(B) the actual performance for the corresponding period in the preceding Financial Year of the Group, and
(iii) in the case of the De-SPAC Mergeco, shall be prepared using the Accounting Principles, and in all other cases shall be prepared using the Accountin...
Requirements as to financial statements. (a) Each set of financial statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by the Chief Financial Officer of the Company or two directors of the Company as fairly representing 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 Company shall procure that each set of financial statements delivered pursuant to Clause 21.1 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements of the Company 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 of the Company were prepared; and
(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial covenants) 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. 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) Subject to paragraph (b) above, the Company may, on giving notice to the Agent, change on one occasion only the reporting currency in the financial statements delivered pursuant to Clause 21.1 (Financial statements) from NOK to euro.
(d) If the Company notifies the Agent of a change in accordance with paragraph (b) above, the Company and the Agent shall enter into negotiations in good faith with a view to agreeing any amendments to this Agreement which are necessary as a result of the change. To the extent practicable these amendments will be such as to ensure that the change does not result in any material alteration in the commercial effect of the obligations in this Agreement. If any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.
Requirements as to financial statements. (a) Each set of financial statements and statements delivered by the Borrower pursuant to paragraph (a) (i) of Clause 18.1 (Financial Statements) shall be audited and certified without material qualification by the Auditors.
(b) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be certified by two directors of the Borrower or, as the case may be, by the General Partner as fairly representing its financial condition as at the date as at which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments).
(c) The Borrower will ensure that each set of financial statements supplied under this Agreement gives (if audited) a true and fair view of, or (if unaudited) fairly represents, its financial condition (consolidated or otherwise) as at the date to which those financial statements were prepared (in the case of unaudited financial statements, subject to normal year end adjustments).
(d) Each set of financial statements delivered by the Borrower pursuant to paragraphs (a) and (b) of Clause 18.1 (Financial Statements) shall be prepared in accordance with the reporting requirements of large companies (große Kapitalgesellschaften) within the meaning of section 267 subsection 3 of the Commercial Code (Handelsgesetzbuch).
(e) The Borrower must notify the Facility Agent of any material change to the basis on which its audited or unaudited financial statements are prepared from those applied in the preparation of its Base Financial Statements (including, without limitation, any change in German GAAP but excluding any change resulting only from the exercise by the Borrower of a right to choose an alternative treatment under German GAAP).
(f) If the Borrower notifies the Facility Agent of a change in accordance with paragraph (e) above, then the Borrower and the Facility Agent shall enter into negotiations in good faith for a period of not more than thirty (30) days 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 (including appropriate changes to the financial covenants set out in Clause 19.2 (Loan to Fixed Asset Value) and applicable definitions which may be necessary to ensure that the change does not result in any material alteration in the commercial effec...
Requirements as to financial statements. (a) Each set of financial statements delivered by the Obligors pursuant to Clause 17.1 (Financial statements) shall be certified by a director of the relevant Obligor as fairly representing its financial condition as at the date as at which those financial statements were drawn up.
(b) The Obligors shall procure that each set of financial statements delivered pursuant to Clause 17.1 (Financial statements) is prepared using GAAP.
Requirements as to financial statements. The Borrower shall procure that each set of financial statements published (or delivered if applicable) pursuant to Clause 19.1 (Financial statements) is prepared using GAAP.
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. The Borrower shall procure that each set of financial statements delivered pursuant to Clause 23.1 (Financial statements) consist of balance sheets, profit and loss statements and cash flow analysis and is prepared using Accounting Principles, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for each of the Obligors, as the case may be, unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in Accounting Principles, the accounting practices or reference periods and its Auditors deliver to the Agent:
(a) a description of any change necessary for those financial statements to reflect Accounting Principles, accounting practices and reference periods upon which 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 24 (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) The Company shall procure that:
(i) each set of Annual Financial Statements shall be audited by the auditors and shall include the audited profit and loss accounts, balance sheets and cashflow statements of each Obligor (prepared in the case of the Company on a consolidated basis); and
(ii) each set of Monthly Financial Statements shall be in the form of the monthly management accounts supplied by the Company to the Agent pursuant to clause 4.1 (Initial conditions precedent).
(b) Each set of financial statements delivered pursuant to clause 24.1:
(i) in the case of the Annual Financial Statements, shall be accompanied by any letter addressed to the management of the relevant company (to the extent the Company receives such a letter) by the auditors accompanying those Annual Financial Statements;
(ii) in the case of the Monthly Financial Statements of the Company, shall be accompanied by a commentary by the finance director of the Company comparing actual performance for the period to which the financial statements relate to:
(A) the projected performance for that period set out in the Budget; and
(B) the actual performance for the corresponding period in the preceding Financial Year; and
(iii) shall be prepared in accordance with Accounting Principles.
(c) If after the date of this Agreement a change in the Accounting Principles (as at the date of this Agreement) or the accounting practices is such as to affect:
(A) the determination of the financial covenants contained in clause 25 (Financial covenants); and/or
(B) the determination of compliance with clause 26.33 (Guarantors) and/or clause 30.4(a) (Additional Guarantors); and/or
(C) the Margin, the Company and the Agent shall, at the Agent’s request, negotiate in good faith with a view to agreeing such amendments as may be necessary to grant to the Lenders protection comparable to that granted on the date of this Agreement, and any amendments so agreed will take effect on the date agreed between the Company and the Agent; and if no such agreement is reached within 30 days of the Agent’s request, the Agent and the Company shall instruct independent accountants (and if the Agent and the Company cannot agree the identity of the independent accountant such independent accountant as the chair of the law society directs) to determine any amendments to those clauses or definitions which those accountants (acting as experts and not as arbitrators) consider appropriate to grant to the Lenders protection compa...
Requirements as to financial statements. 26.3.1 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP.
26.3.2 The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP, and 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 U.S. GAAP, or 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 U.S. GAAP, accounting practices and reference periods upon which those Original Financial Statements were prepared; and
(ii) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those 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.
26.3.3 If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 above then the Company and Facility 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.
