Additional Financial Statements Clause Samples
The "Additional Financial Statements" clause requires a party, typically the borrower or a company, to provide financial statements beyond the standard or periodic reports already required under the agreement. This may include interim financial statements, audited annual accounts, or other specific financial disclosures upon request or at certain intervals. By mandating the provision of extra financial information, the clause ensures that the other party, such as a lender or investor, has sufficient transparency to monitor financial health and assess ongoing compliance, thereby reducing informational risk.
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Additional Financial Statements. Between the date hereof and the Closing Date, Sellers shall (and Members shall take all applicable steps to cause Sellers to) provide Parent: (a) within fifteen (15) Business Days after the end of each calendar month, an internally prepared balance sheet as of the end of such month and related internally prepared statements of operations and cash flows of Seller I, Seller II and Citgen for such monthly period then ended; (b) except as otherwise required under clause (c) below, within thirty (30) Business Days after the end of each calendar quarter, a reviewed balance sheet as of the end of such quarter and related reviewed statements of operations and cash flows of Seller I, Seller II and Citgen for such quarterly period then ended and (c) on or before December 7, 2016 (but in all events at least five (5) Business Days before Closing), reviewed comparative balance sheets, statements of income, statements of cash flows and statements of changes in members’ equity for each Seller as of and for the quarterly periods ended on March 31, 2016, June 30, 2016 and (if the Closing is after November 15, 2016) September 30, 2016 (collectively with the financial statements in clauses (a) and (b), the “Additional Reviewed Statements”). The Additional Reviewed Statements shall: (i) be true, correct and complete in all material respects; (ii) be derived from and prepared in accordance with the information contained in the Books and Records; (iii) be prepared in accordance with GAAP, consistently applied, throughout the periods covered thereby; and (iv) present accurately and fairly in all material respects the consolidated financial condition, results of operations and cash flows of Seller I, Seller II and Citgen as of the times and for the periods referred to therein, subject to (A) the absence of footnote disclosures and other presentation items, and (B) changes resulting from normal year-end adjustments (the effect of which will not, individually or in the aggregate, be material). The Additional Reviewed Statements shall be accompanied by an unqualified certification of each Seller’s and Citgen’s chief financial officer (or similar executive officer) to the effect that the Additional Reviewed Statements conform to the requirements of the immediately preceding sentence. Upon delivery to Parent, the Additional Reviewed Statements shall be considered “Reviewed Financial Statements” for purposes of this Agreement. There shall be no changes in the method of application of S...
Additional Financial Statements. (a) Prior to Closing, if requested by Buyer, Seller shall provide Buyer with daily summaries of net revenues and cost of goods sold, in such form as Buyer may reasonably request. Within ten (10) Business Days after Closing, Seller shall furnish Buyer with a statement of net assets being sold and statement of income for the nine (9) month period ended September 30, 1996 on a basis consistent with those financial statements delivered pursuant to Section 3.6(a). If requested by Buyer, as soon as available and in any event within twenty (20) Business Days after the end of each monthly accounting period of Seller after September 30, 1996, Seller shall furnish Buyer unaudited financial statements for such period in such detail as such financial statements have been prepared consistent with past practice.
(b) If requested by Buyer in order to comply with its reporting requirements under the 1934 Act, as promptly as practicable (and in any event by no later than twenty (20) days after such request (or such later date as the Buyer and Seller shall agree upon) in the case of calendar years 1995, 1994 and 1993, Seller and the Stockholder shall cause the Seller's Accountants to conduct and complete an audit of the financial statements of the Seller and to issue certified financial statements with respect thereto for the year ended December 31, 1995, 1994 and 1993 (the "Subsequent Audited Financial Statements"). An accounting firm selected by Buyer shall have the right to review the work of the Seller's Accountants and to comment thereon. The Subsequent Audited Financial Statements shall be prepared in accordance with (i) GAAP and present fairly the financial position and results of operations of Seller as at and for the periods then ended; and (ii) Regulation S-X under the 1933 Act. The Subsequent Audited Financial Statements shall not vary in any material respect from the applicable unaudited Financial Statements delivered to Buyer pursuant to Section 3.6(a) hereof.
Additional Financial Statements. Sellers shall use commercially reasonable efforts to, within 60 days of Closing, provide to Purchasers audited consolidated statements of income, balance sheets and statements of cash flows of the Business (i) as of December 31, 2013 and for the nine-month period then ended and (ii) as of December 31, 2014 and for the twelve-month period then ended. If the Closing Date is after March 31, 2015, Sellers shall use commercially reasonable efforts to also provide to Purchasers unaudited consolidated statements of income, balance sheets and statements of cash flows of the Business (i) as of March 31, 2015 and for the three-month period then ended and (ii) as of March 31, 2014 and for the three-month period then ended.
Additional Financial Statements. The Company shall use its reasonable best efforts during the period between the date of this Agreement and the Closing Date to cause the Company’s auditors to complete (a) the audited balance sheet of the Company as of December 31, 2016; (b) the audited statement of operations, change in shareholders’ equity and cash flows of the Company for the twelve (12) months ended December 31, 2016; and (c) the reviewed statement of operations of the Company for the six (6) month period ending on December 31, 2016, and, if the Closing does not occur prior to March 31, 2017 other than due to a breach of this Agreement by Parent or any other failure or delay caused by Parent, the reviewed balance sheet of the Company and the reviewed statement of operations, change in shareholders’ equity and cash flows of the Company for any fiscal quarters completed during the period beginning on January 1, 2017 and ending as of the Closing Date (the “Additional Financial Statements”). In connection with the foregoing, the Company shall use its reasonable best efforts to ensure that the Additional Financial Statements shall: (a) be derived from and consistent with the books and records of the Company; (b) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; (c) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other; (d) fairly present the financial condition of the Company at the dates therein indicated and for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount); (e) be true, correct and complete; and (f) shall be audited (for any financial statements as of or for the 12 months ended December 31) or be reviewed (for any financial statements not as of or for the 12 months ended December 31) by an auditor or firm of accountants qualified to act as auditors in the United States and any auditors’ report(s) required to be annexed thereto shall be unqualified. Notwithstanding the preceding sentence or any other provision of this Agreement to contrary, the Company makes no representation or warranty with respect to the Additional Financial Statements; provided, however, that no information or knowledge obtained in connection with the preparation of the Additional Fina...
Additional Financial Statements. Seller shall promptly furnish to Buyer a copy of all Financial Statements for each additional month-end period beyond the Balance Sheet Date as soon as same is regularly prepared by Seller in the Ordinary Course of Business. All such additional Financial Statements shall be subject to the same representations and warranties as contained in Section 3.23
Additional Financial Statements. Promptly after the same become available, the Company shall furnish to Parent and Liberty Media such additional financial data concerning the Company and its Subsidiaries as Parent or Liberty Media may reasonably request, including any audited consolidated financial statements of the furnishing party for any year ending on or after the date hereof, prepared in conformity with the requirements of the Commission applicable to annual financial statements to be included in Form 10-K under the Exchange Act, and all interim quarterly consolidated financial statements of the furnishing party prepared on or after the date of this Agreement, accompanied by a statement of the principal financial officer of the Company that, in the opinion of such officer, such quarterly financial statements were prepared in conformity with the requirements of the Commission applicable to financial statements to be included in Form 10-Q under the Exchange Act, applied (in each such case) on a consistent basis (except as otherwise stated in the quarterly financial statements) and present fairly the consolidated financial position, results of operations and cash flows of the Company and its consolidated Subsidiaries as of the date and for the period indicated (subject in the case of quarterly financial statements to normal, recurring year-end audit adjustments).
Additional Financial Statements. During the period from ------------------------------- the date hereof through the Second Closing, as soon as reasonably practicable after they become publicly available, the Company shall furnish to the Purchaser (i) the quarterly consolidated financial statements of the Company and its consolidated Subsidiaries, which shall have been prepared in accordance with GAAP and on a basis consistent with past practice and (ii) all monthly financial statements or reports of the Company and its consolidated Subsidiaries, which shall have been prepared in a manner consistent with past practice.
Additional Financial Statements. Acorn shall, on a monthly basis, ------------------------------- deliver to Intek the reconciled bank statements, check registers, accounts receivable aging reports and accounts payable aging reports of Acorn, prepared in the ordinary course of business, but in no event shall any such monthly statements be delivered later than thirty (30) days after the end of the applicable period.
Additional Financial Statements. In the event that there are any Unrestricted Subsidiaries during any period in respect of which financial statements are required to be delivered pursuant to subsections (a) and (c) above, the Borrower shall also furnish to each Bank, at the time such financial statements are so delivered, an additional set thereof with respect to the Borrower and the Restricted Subsidiaries.
Additional Financial Statements. Prior to the Closing Date, as soon as available and in any event within thirty (30) calendar days after the end of each monthly accounting period of Seller ending after the date of the most recent Interim Statement, Seller shall furnish Buyer with an unaudited financial statements of Seller for such month in form and substance comparable to the Interim Statements and with such other financial or other information routinely prepared by or on behalf of Seller or reasonably requested by Buyer.