Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB. (b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB. (i) The Company shall, as soon as available but in any event within 60 (sixty) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 (two) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time. (ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB. (d) The Company shall, at least 14 (fourteen) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person. (e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million Dollars) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred. (f) (i) The Company shall, within 7 (seven) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s creditors.
Appears in 5 contracts
Sources: Implementation Agreement, Implementation Agreement, Implementation Agreement
Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB.
(b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB.
(i) The Company shall, as soon as available but in any event within 60 sixty (sixty60) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 two (two2) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time.
(ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB.
(d) The Company shall, at least 14 fourteen (fourteen14) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person.
(e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million DollarsDollars (US$1,000,000) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred.
(f) (i) The Company shall, within 7 seven (seven7) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s creditors.
Appears in 4 contracts
Sources: Implementation Agreement, Implementation Agreement, Implementation Agreement
Accounts and Reports. The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with generally accepted accounting principles consistently applied and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to the Purchaser the information set forth in this Section 3.1.
(a) The Within ninety (90) days after the end of each fiscal year, a copy of the consolidated and consolidating balance sheet of the Company shall make arrangements and its Subsidiaries as at the end of such year, together with respect to consolidated and consolidating statements of income, shareholders' equity and cash flow of the installation Company and operation of an accounting and cost control system and its Subsidiaries for such year, setting forth in each case in comparative form the corresponding figures for the appointment as auditors preceding fiscal year, all in reasonable detail and duly certified by a "big six" independent public accountant of a firm national recognition selected by the Board of independent chartered accountants reasonably acceptable to Directors of the GOBCompany.
(b) The Company shall permit representatives Within thirty (30) days after the end of each calendar month, a preliminary consolidated and consolidating balance sheet of the GOB, on reasonable notice, to enter upon Company and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration its Subsidiaries as of the Facilityend of such month and preliminary consolidated and consolidating statements of income, which records shall be subject to inspection shareholders, equity and audit by cash flow for such month and for the GOBperiod commencing at the end of the previous fiscal year and ending with the end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable detail.
(ic) The Company shallPrior to the end of each fiscal year, as soon as available but in any event within 60 (sixty) Days of filing or a copy of the date that would be operating plan and budget for the next fiscal year required for filing by a private limited companyunder Section 3.7, furnish to the GOB 2 (two) copies of all documents filed or that would be required to be filed in compliance form consistent with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time.
(ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s good business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDBpractice.
(d) The Company shallPromptly upon receipt thereof, at least 14 (fourteen) Days prior to its becoming effectiveany written report, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officerso called "management letter", and (v) without prejudice any other communication submitted to Section 10.3the Company or any Subsidiary by its independent public accountants relating to the business, registration prospects or financial condition of a transfer of Ordinary Share Capital to any personthe Company and its Subsidiaries.
(e) Together with Promptly after the periodic report required by Section 18.5(c)(i)commencement thereof, notice of (i) all actions, suits and proceedings before any court or governmental department, commission, board, bureau, agency or instru- mentality, domestic or foreign, affecting the Company shall provide to the GOB (or any Subsidiary) which, if successful, could have a list of each of its Lenders and creditors to which material adverse effect on the Company owes and its Subsidiaries, taken as a sum equivalent whole; (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under any agreement for money borrowed; and (iii) any action, event or circumstance that is reasonably likely to at least US$1,000,000 (one million Dollars) including have a material adverse effect on the amount due under each loan to each of them. The list shall also indicate Company or any changesSubsidiary, taken as compared to the list submitted the previous year, that might have occurreda whole.
(f) (i) The Company shallPromptly upon sending, within 7 (seven) Days of receipt thereofmaking available, provide a copy of any notice that or filing the same, all reports and financial statements as the Company may be served under Chapter V (or any Subsidiary) shall send or make available generally to the shareholders of the company as such Chapter may be amendedor to the commission.
(g) Such other information with regard to the business, modified properties or relocated) the condition or operations, financial or otherwise, of the Companies Act of 1994 by any of Company or its Subsidiaries as the Lenders or the Company’s creditorsPurchaser may from time to time reasonably request.
Appears in 3 contracts
Sources: Series a Preferred Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc), Series a Preferred Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc), Series a Preferred Stock Purchase Agreement (Lets Talk Cellular & Wireless Inc)
Accounts and Reports. The Company will, and will cause each of its Subsidiaries to, maintain a standard system of accounts in accordance with generally accepted accounting principles consistently applied (except for year-end and non-recurring adjustments effected in accordance with generally accepted accounting principles) and the Company will, and will cause each of its Subsidiaries to, keep full and complete financial records. The Company will furnish to each Person who is entitled to the benefits of this Article V the information set forth in this Section 5.1.
(a) The Within ninety (90) days after the end of each fiscal year, a copy of the consolidated and consolidating balance sheet of the Company shall make arrangements and any Subsidiaries as at the end of such year, together with respect to consolidated and consolidating statements of income, shareholders' equity and cash flow of the installation Company and operation of an accounting and cost control system and any Subsidiaries for such year, setting forth in each case in comparative form the corresponding figures for the appointment as auditors preceding fiscal year, all in reasonable detail and duly audited by an independent public accountant of a firm national recognition selected by the Board of independent chartered accountants Directors of the Company and reasonably acceptable to the GOBInvestors.
(b) The Company shall permit representatives Within forty-five (45) days after the end of each fiscal quarter, a consolidated and consolidating balance sheet of the GOBCompany and any Subsidiaries as of the end of such fiscal quarter and consolidated and consolidating statements of income, on shareholders' equity and cash flow for such quarter and for the period from beginning of the then current fiscal year to the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, all in reasonable noticedetail (it being understood that for purposes of presentation of any comparative financial statements under this Section 5.1, during the first year of the Company's existence, comparison will be made to enter upon and inspect the Facility and performance of the design, construction, operation, and maintenance thereofSeller during the corresponding period of the year which statements of the Seller may not be in accordance with generally accepted accounting principles). The Company financial statements delivered pursuant to this paragraph (b) need not be audited, but shall maintain complete and accurate records accounting for all transactions relating to any Restoration be certified by the chief financial officer of the FacilityCompany as presenting fairly the financial condition of the Company and any Subsidiaries in conformity with generally accepted accounting principles applied on a consistent basis, which records shall be subject to inspection changes resulting from year-end and audit by the GOBnon-recurring adjustments.
(ic) The Company shallWithin thirty (30) days after the end of each calendar month, as soon as available but in any event within 60 (sixty) Days of filing or an unaudited consolidated balance sheet of the date that would be required Company and any Subsidiaries as of the end of such month and unaudited consolidated statements of income and shareholders' equity for filing by a private limited company, furnish to such month and for the GOB 2 (two) copies period commencing at the end of all documents filed or that would be required to be filed in compliance the previous fiscal year and ending with the requirements applicable to private limited companies end of such month, setting forth in each case in comparative form the corresponding figures for the corresponding period of the Companies Act of 1994preceding fiscal year, as amended or as may be superseded from time to time.
(ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDBall in reasonable detail.
(d) The At the time of delivery of each monthly, quarterly and annual statement, a certificate, executed by the chief financial officer of the Company shall, at least 14 (fourteen) Days prior stating that such officer has caused this Agreement to its becoming effective, report be reviewed and has no knowledge of any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change default by the Company in the constitution performance or observance of its Board any of Directors; (iv) change in its Chief Executive Officerthe provisions of this Agreement or, and (v) without prejudice to Section 10.3if such officer has such knowledge, registration of a transfer of Ordinary Share Capital to any personspecifying such default.
(e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide Prior to the GOB a list end of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million Dollars) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous fiscal year, that might have occurreda copy of the operating plan and budget for the next fiscal year required under Section 5.8, in form consistent with past practice.
(f) Promptly upon receipt thereof, any written report, typically called a "management letter", and any other communication submitted to the Company or any Subsidiary by its independent public accountants relating to the business, prospects or financial condition of the Company and any Subsidiaries;
(g) Promptly after the commencement thereof, notice of (i) The Company shallall actions, within 7 (seven) Days of receipt thereofsuits and proceedings before any court or governmental department, provide a copy of any notice that commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Company may be served (or any Subsidiary) which, if successful, could have a material adverse effect on the Company and any Subsidiaries, taken as a whole; and (ii) all material defaults by the Company or any Subsidiary (whether or not declared) under Chapter V any agreement for money borrowed (unless waived or cured within applicable grace periods);
(h) Promptly upon sending, making available, or filing the same, all reports and financial statements as the Company (or any Subsidiary) shall send or make available generally to the shareholders of the Company as such Chapter may be amendedor to the Commission; and
(i) Such other information with regard to the business, modified properties or relocated) the condition or operations, financial or otherwise, of the Companies Act Company or its Subsidiaries as any Person entitled to the benefits of 1994 by any of the Lenders or the Company’s creditorsthis Article VI may from time to time reasonably request.
Appears in 2 contracts
Sources: Series a Preferred Stock, Common Stock and Junior Subordinated Note Purchase Agreement (Ameripath Inc), Series a Preferred Stock, Common Stock and Junior Subordinated Note Purchase Agreement (Ameripath Inc)
Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB.
(b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB.
(i) The Company shall, as soon as available but in any event within 60 sixty (sixty60) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 two (two2) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time.
(ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s Company‟s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB.
(d) The Company shall, at least 14 fourteen (fourteen14) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person.
(e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least two hundrer thousand Dollars (US$1,000,000 (one million Dollars200,000) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred.
(f) (i) The Company shall, within 7 seven (seven7) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s Company‟s creditors.
Appears in 1 contract
Sources: Implementation Agreement
Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB.
(b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB.
(i) The Company shall, as soon as available but in any event within 60 sixty (sixty60) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 two (two2) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time.
(ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s Company‟s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB.
(d) The Company shall, at least 14 fourteen (fourteen14) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person.
(e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million DollarsDollars (US$1,000,000) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred.
(f) (i) The Company shall, within 7 seven (seven7) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s Company‟s creditors.
Appears in 1 contract
Sources: Implementation Agreement
Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise:
(a) The Company Accounting as defined by generally accepted accounting principles, shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB.be employed;
(b) The Company shall permit representatives Accounting and controls should conform to generally accepted accounting principles;
(c) Cash accounts of the GOBAssociation shall not be commingled with any other accounts;
(d) No remuneration shall be accepted by the managing agent from vendors, on reasonable noticeindependent contractors, or others providing goods or services to enter upon the Association, whether in the form of commissions, finders fees, service fees, prizes, gifts, or otherwise, unless first disclosed and inspect approved by the Facility and Board;
(e) Any financial or other interest which the design, construction, operation, and maintenance thereof. The Company managing agent may have in any firm providing goods or services to the Association shall maintain complete and accurate records accounting for all transactions relating be disclosed promptly to any Restoration the Board of Directors;
(f) Commencing at the end of the Facilitymonth in which the first Unit is sold and closed, which records financial reports shall be subject to inspection and audit by prepared for the GOB.Association at least quarterly containing:
(i) The Company shall, as soon as available but in any event within 60 (sixty) Days of filing or of An income statement reflecting all income and expense activity for the date that would be required for filing by a private limited company, furnish to the GOB 2 (two) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time.preceding period on an accrual basis;
(ii) The Company shall, as soon as available furnish to A statement reflecting all cash receipts and disbursements for the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB.preceding period;
(d) The Company shall, at least 14 (fourteen) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change A variance report reflecting the status of all accounts in an "actual" versus "approved" budget format;
(iv) A balance sheet as of the constitution last day of its the preceding period; and
(v) A delinquency report listing all Owners who are delinquent in paying the monthly installments of assessments at the time of the report and describing the status of any action to collect such installments which remain delinquent (A monthly installment of the assessment shall be considered to be delinquent on the fifteenth (15th) day of each month unless otherwise determined by the Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person.
(e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million Dollars) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred.
(f) (i) The Company shall, within 7 (seven) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s creditors.;
Appears in 1 contract
Sources: Restrictive Covenants
Accounts and Reports. (a) The Company shall make arrangements with respect to the installation and operation of an accounting and cost control system and for the appointment as auditors of a firm of independent chartered accountants reasonably acceptable to the GOB.
(b) The Company shall permit representatives of the GOB, on reasonable notice, to enter upon and inspect the Facility and the design, construction, operation, and maintenance thereof. The Company shall maintain complete and accurate records accounting for all transactions relating to any Restoration of the Facility, which records shall be subject to inspection and audit by the GOB.
(i) The Company shall, as soon as available but in any event within 60 sixty (sixty60) Days of filing or of the date that would be required for filing by a private limited company, furnish to the GOB 2 two (two2) copies of all documents filed or that would be required to be filed in compliance with the requirements applicable to private limited companies of the Companies Act of 1994, as amended or as may be superseded from time to time.time.
(ii) The Company shall, as soon as available furnish to the GOB (A) a report on any factors materially and adversely affecting or that might materially and adversely affect the Project or the Company’s business and operations, and (B) copies of the Monthly progress reports and any other construction-related reports given to BPDB.
(d) The Company shall, at least 14 fourteen (fourteen14) Days prior to its becoming effective, report any contemplated: (i) material change in its Memorandum and Articles of Association; (ii) change in its fiscal year; (iii) change in the constitution of its Board of Directors; (iv) change in its Chief Executive Officer, and (v) without prejudice to Section 10.3, registration of a transfer of Ordinary Share Capital to any person.
(e) Together with the periodic report required by Section 18.5(c)(i), the Company shall provide to the GOB a list of each of its Lenders and creditors to which the Company owes a sum equivalent to at least US$1,000,000 (one million DollarsDollars (US$1,000,000) including the amount due under each loan to each of them. The list shall also indicate any changes, as compared to the list submitted the previous year, that might have occurred.
(f) (i) The Company shall, within 7 seven (seven7) Days of receipt thereof, provide a copy of any notice that the Company may be served under Chapter V (as such Chapter may be amended, modified or relocated) of the Companies Act of 1994 by any of the Lenders or the Company’s creditors.
Appears in 1 contract
Sources: Implementation Agreement