Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of (i) consolidated balance sheets of the Company and its Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP and accompanied (A) by an opinion thereon of an independent registered public accounting firm of recognized international standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company and its results of operations and cash flows in conformity with GAAP, and that the audit of such registered public accounting firm was performed in accordance with the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and (B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Annual Statements. promptly after the same are available available, and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyCompany (or, to the extent the Company is a reporting company under the Securities Act, such shorter period as shall be required under the applicable rules of the Securities and Exchange Commission for the filing of its annual report on Form 10-K), duplicate copies of
(i) consolidated and consolidating balance sheets of the Company and its Subsidiaries consolidated Subsidiaries, and of the Company and the Restricted Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' operations and stockholders’ equity and of cash flows of the Company and its Subsidiaries Subsidiaries, and of the Company and the Restricted Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompaniedaccompanied by, in respect of such financial statements of the Company and its consolidated Subsidiaries:
(A) by an opinion thereon of an BDO ▇▇▇▇▇▇▇, LLP or any other independent registered certified public accounting firm accountants of nationally recognized international standingstanding reasonably acceptable to the Required Holders, which opinion shall not contain any qualification arising out of the scope of the audit and shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and,
(B) a report an executive summary of the management letter prepared by such registered public accounting firm accountants stating accountants; provided, however, that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes if a Default or Event of Default or shall have occurred and shall be continuing, the full text of such management letter shall be provided to MetLife and each holder of Notes that caused them to believe the Company failed to comply with the termsis an Institutional Investor, conditions, provisions or conditions and
(C) a certificate of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default); and provided that Default (which certificate may be limited to the delivery within the time period specified above of the Company's Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(bextent required by accounting rules or guidelines);
Appears in 1 contract
Annual Statements. promptly after the same are available As soon as practicable and in any event within 90 120 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and,
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year,
(iii) if the Company has a Principal Operating Subsidiary other than Cascade, an unaudited consolidating balance sheet of the Company and its Subsidiaries, as at the end of such year, and
(iv) if the Company has a Principal Operating Subsidiary other than Cascade, unaudited consolidating statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP and GAAP, and, in the case of the consolidated statements, accompanied
(A) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report certificate of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whetherthat, in connection with making the audit necessary for their auditreport on such financial statements, they have become aware obtained no knowledge of any condition Default or event that then constitutes a any Event of Default, or, if they have obtained knowledge of any Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then existsDefault, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaserliable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of DefaultDefault unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); and provided that that, at such times as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the delivery within the time period specified above of the Company's ’s Annual Report on Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report accountant’s certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal financial year of the CompanyParent Newco, duplicate copies of
(i) a consolidated balance sheets sheet of the Company Parent Newco and its Subsidiaries as at the end of such year, and,
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Parent Newco and its Subsidiaries for such year, and
(iii) a Credit Portfolio Statistics Report, setting forth in each case in comparative form the figures for the previous fiscal financial year, all in reasonable detail, and (in the case of the financial statements) prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered public accounting firm accountants of recognized international standing, which opinion shall state that such financial statements present fairly, in all material respects, give a true and fair view of the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity accordance with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery to such holder of Notes within the time period specified above of the Company's Parent Newco’s Annual Report on Form 10-K for such fiscal financial year (together with the Company's Parent Newco’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange ActAct of 1934, as amended from time to time) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b) in respect of the financial statements described in clauses (i) and (ii) above.” Notwithstanding the foregoing, if the Company shall be unable to satisfy the provisions of this Section 7.1(b) in respect of a financial year of Parent Newco within the 90-day period prescribed herein, such 90-day period shall be extended to 120 days as long as the Company shall satisfy the delivery requirements set forth in Section 7.1(a) in respect of the fourth Relevant Period in such financial year within such 90-day period.
(d) Section 7.1 of the Original Note Agreement is hereby amended by deleting the word “and” at the end of clause (f) thereof, re-lettering clause (g) thereof as “clause (h);” and inserting a new clause (g) to read in its entirety as follows:
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal calendar year of the CompanyCompany and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, duplicate copies of
(i) consolidated balance sheets of the Company such Person and its Subsidiaries on a consolidated basis as at the end of such year, ; and
(ii) consolidated statements of income, changes in shareholders' equity profit and loss statements and cash flows of the Company flow statements for such Person and its Subsidiaries on a consolidated basis for such year, setting forth in each case in comparative form the figures for the previous fiscal calendar year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompaniedaccompanied by
(A) by an opinion thereon of an Ernst & Young LLP or another independent registered public accounting firm of nationally recognized international standingstanding selected by the Company or such Qualified Lessee (herein, the “Approved Accountant”), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been ANNEX A-15 prepared in conformity with GAAP, and that the audit examination of the Approved Accountants in connection with such registered public accounting firm was performed financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report certificate of such registered public accounting firm accountants the Approved Accountants stating that they have reviewed this Agreement and stating further whether, in connection with making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default or that caused them to believe the Company failed to comply with the termsDefault, conditionsand, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants the Approved Accountants shall not be liable to any Purchaserliable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that Default unless the delivery within the time period specified above of the Company's Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared Approved Accountants should have obtained knowledge thereof in making an audit in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(bgenerally accepted auditing standards or did not make such an audit);
Appears in 1 contract
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyBorrower, duplicate copies of:
(iA) consolidated and consolidating balance sheets of the Company Borrower and its Subsidiaries as at the end of such year, and
(iiB) consolidated and consolidating statements of income, changes in shareholders' stockholders’ equity and cash flows of the Company Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompaniedtheir results of operations and cash flows, and accompanied in the case of such Annual Statements by:
(A1) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain any qualification or material exception,
(B2) a report certificate of such registered public accounting firm accountants the Chief Financial Officer of the Borrower stating that they have he has reviewed this Agreement and stating further whether, in connection with their audit, they have become that he is not aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that Default under the delivery within Loan Documents or the time period specified above ▇▇▇▇▇▇ Loan Documents or, if he is aware of any such Default or Event of Default under the Loan Documents or the ▇▇▇▇▇▇ Loan Documents, specifying the nature thereof, and
(3) a certificate of the Company's Form 10-K for Chief Financial Officer of the Borrower stating that such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) financial statements have been prepared in accordance with GAAP and fairly present, in all material respects, the requirements therefor financial position of the Persons being reported on and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements their results of this Section 7.1(b);operations and cash flows.
Appears in 1 contract
Annual Statements. promptly after the same are available available, and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyCompany (or, to the extent the Company is a reporting company under the Securities Act, such shorter period as shall be required under the applicable rules of the Securities and Exchange Commission for the filing of its annual report on Form 10-K), duplicate copies of
(i) consolidated and consolidating balance sheets of the Company and its consolidated Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' operations and stockholders’ equity and of cash flows of the Company and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompaniedaccompanied by, in respect of such financial statements of the Company and its consolidated Subsidiaries:
(A) by an opinion thereon of an BDO ▇▇▇▇▇▇▇, LLP or any other independent registered certified public accounting firm accountants of nationally recognized international standingstanding reasonably acceptable to the Required Holders, which opinion shall not contain any qualification arising out of the scope of the audit and shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and,
(B) a report an executive summary of the management letter prepared by such registered public accounting firm accountants stating accountants; provided, however, that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes if a Default or Event of Default or shall have occurred and shall be continuing, the full text of such management letter shall be provided to AIG and each holder of Notes that caused them to believe the Company failed to comply with the termsis an Institutional Investor, conditions, provisions or conditions and
(C) a certificate of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default); and provided that Default (which certificate may be limited to the delivery within the time period specified above of the Company's Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(bextent required by accounting rules or guidelines);
Appears in 1 contract
Sources: Multicurrency Private Shelf Agreement (Henry Schein Inc)
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year Fiscal Year of Holdings and the Company, Holdings and the Company shall deliver to each Holder and Warrantshareholder duplicate copies of:
(i) consolidated and consolidating balance sheets of each of Holdings and the Company and its their respective Restricted Subsidiaries as at the end of such yearFiscal Year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity earnings and cash flows of each of Holdings and the Company and its their respective Restricted Subsidiaries for such yearFiscal Year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearprior Fiscal Year and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompaniedtheir results of operations and cash flows, and accompanied by:
(A) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been pre- pared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain a "going concern" or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) unless the internal policies of the accountants prohibit the delivery thereof (as evidenced in writing to the Company), a report debt compliance letter of such registered public accounting firm accountants in a form reasonably acceptable to such accountants stating that they have reviewed this Agreement and and, if applicable, stating further whether, that based upon their work performed in connection with their auditexamination of such financial statements, they nothing came to their attention that caused them to believe that the Company or any of its Restricted Subsidiaries was not in compliance with any provision of Section 8.02, 8.04, 8.18 or 8.20 insofar as such provision relates to accounting matters and, if the accountants shall have become aware of any such non-compliance, the letter will describe such non-compliance in reasonable detail,
(C) a certificate of the Chief Financial Officer of Holdings or the Company, as applicable, stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and
(D) a narrative report describing in reasonable detail the operations and financial condition of Holdings or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the termsCompany, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting mattersapplicable, and their respective Restricted Subsidiaries prepared for such year; provided, however, that if they are aware that any such condition Holdings or event the Company, as applicable, is then exists, specifying subject to the nature and period reporting requirements under Section 13 or Section 15(d) of the existence thereof (it being understood that such accountants shall not be liable to any PurchaserExchange Act, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of by Holdings or the Company's , as applicable, to such Holder and Warrantshareholder of an Annual Report on Form 10-K for such fiscal year (together with or any successor form within the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report time periods above described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b6.01(c) and Section 6.01(g);. The consolidating balance sheet and statements of earnings and cash flows required by this paragraph may be in the form contained in the notes to the financial statements included in Company's previously filed Form 10-K. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the monthly, quarterly and annual financial information required by Sections 6.01(a), (b) and (c) and any forecast provided under Section 6.01(d) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
Appears in 1 contract
Sources: Purchase Agreement (American Coin Merchandising Inc)
Annual Statements. promptly after the same are available and in any event within 90 100 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholders' partners’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), the financial position of the Company companies being reported upon and its their results of operations and cash Artisan Partners Holdings LP Note Purchase Agreement flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and
(B) if applicable, a report reconciliation necessary to show in reasonable detail the effects, if any, of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, the application of ASC 810 in connection with their audit, they have become aware respect of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the termsInvestment Vehicle, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act“Form 10-K”) prepared in accordance with the requirements therefor and filed with the SECSEC shall, together with to the accountants' report described in clause (B) aboveextent such Form 10-K includes the information required to be delivered pursuant to this Section 7.1(b), shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Annual Statements. promptly after the same are available and in any event within 90 100 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholders' partners’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and
(B) if applicable, a report reconciliation necessary to show in reasonable detail the effects, if any, of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, the application of ASC 810 in connection with their audit, they have become aware respect of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the termsInvestment Vehicle, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10‑K (the Company's “Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act10‑K”) prepared in accordance with the requirements therefor and filed with the SECSEC shall, together with to the accountants' report described in clause (B) aboveextent such Form 10-K includes the information required to be delivered pursuant to this Section 7.1(b), shall be deemed to satisfy the Artisan Partners Holdings LP Note Purchase Agreement requirements of this Section 7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Annual Statements. promptly after the same are available and in any event within 90 100 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholders' partners’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification Artisan Partners Holdings LP Note Purchase Agreement or exception as to the scope of such audit), the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and
(B) if applicable, a report reconciliation necessary to show in reasonable detail the effects, if any, of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, the application of ASC 810 in connection with their audit, they have become aware respect of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the termsInvestment Vehicle, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10‑K (the Company's “Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act10‑K”) prepared in accordance with the requirements therefor and filed with the SECSEC shall, together with to the accountants' report described in clause (B) aboveextent such Form 10‑K includes the information required to be delivered pursuant to this Section 7.1(b), shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Annual Statements. promptly after upon the same earlier of (1) the date by which the Parent’s financial statements are available required to be delivered under any Material Credit Facility and in any event within 90 days (or such shorter period as is 15 days 2) five Business Days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K 10‑K (the "“Form 10-K"10‑K”) with the SEC regardless of whether the Company Parent is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP Generally Accepted Accounting Principles, and accompanied
(A) accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of an the audit on which such opinion is based) of independent registered public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAPGenerally Accepted Accounting Principles, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's Parent’s Form 10-K 10‑K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 ninety (90) days (or or, if SEC Form 12b-25 is filed in respect of such shorter period as is 15 fiscal year, 105 days) days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyIssuer, duplicate copies of:
(i) consolidated and consolidating balance sheets of the Company Issuer and its Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholdersstockholders' equity and cash flows of the Company Issuer and its Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the previous prior fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompaniedtheir results of operations and cash flows, and accompanied by:
(A) by an opinion thereon of an PricewaterhouseCoopers LLP or other comparable independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with the standards of the Public Accounting Oversight Board (United States)GAAP, and that such audit examination provides a reasonable basis for such opinion in the circumstances, and
(B) a report certificate of such registered public accounting firm accountants the chief financial officer of the Issuer stating that they such financial statements have reviewed this Agreement been prepared in accordance with GAAP applicable to periodic financial statements generally and stating further whetherfairly present, in connection with their auditall material respects, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period position of the existence thereof (it Persons being understood reported on and their results of operations and cash flows; PROVIDED, HOWEVER, that such accountants shall not be liable if the Issuer is then subject to any Purchaserthe reporting requirements under Section 13 or Section 15(d) of the Exchange Act, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within by the time period specified above Issuer to such Holder of the Company's an Annual Report on Form 10-K for such fiscal year (together with or any successor form within the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report time periods above described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b6.01(b);. The consolidating balance sheet and statements of income, stockholders' equity and cash flows required by this paragraph may be in the form contained in the notes to the financial statements included in a Form 10-K.
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 80 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's ’s Annual Report on Form 10-K (the "“Form 10-K"”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholders' ’ equity and comprehensive income and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's ’s Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, SEC shall be deemed to satisfy the requirements of this Section 7.1(b); and provided further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Sources: Note Purchase Agreement (Furniture Brands International Inc)
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's ’s Annual Report on Form 10-K (the "“Form 10-K"”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP and accompaniedaccompanied by
(A) by an opinion thereon of an independent registered public accounting firm of recognized international standingstanding without any Impermissible Qualification, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the Company companies being reported upon and its their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit of such registered public accounting firm was performed in accordance with the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, andand UTi Worldwide Inc. Letter of Credit Agreement
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.89.15 (until the Release Date with respect to any covenant included therein), 9.12. 10.2 through and including 10.4 10.3, 10.4, 10.12 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaserthe Issuing Bank, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's ’s Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' ’ report described in clause (B) aboveabove (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b), provided further that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in which event the Company shall separately deliver concurrently with such Electronic Delivery, the Accountants’ Certificate;
Appears in 1 contract
Annual Statements. promptly after the same are available and As soon as available, but in any event ----------------- within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyIssuer, duplicate copies of:
(i) consolidated and consolidating balance sheets of the Company Issuer and its Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholdersstockholders' equity and cash flows of the Company Issuer and its Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the previous prior fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompaniedtheir results of operations and cash flows, and accompanied by:
(A) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report certificate of such registered public accounting firm accountants the chief financial officer of the Issuer stating that they such financial statements have reviewed this Agreement been prepared in accordance with GAAP applicable to periodic financial statements generally and stating further whetherfairly present, in connection with their auditall material respects, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period position of the existence thereof (it Persons being understood reported on and their results of operations and cash flows; provided, however, that such accountants shall not be liable if the Issuer is then subject to any Purchaserthe reporting requirements under Section 13 or Section 15(d) of the Exchange Act, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within by the time period specified above Issuer to such Holder of the Company's an Annual Report on Form 10-K for such fiscal year (together with or any successor form within the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report time periods above described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b6.01(b);. The consolidating balance sheet and statements of income, stockholders' equity and cash flows required by this paragraph may be in the form contained in the notes to the financial statements included in a Form 10-K.
Appears in 1 contract
Sources: Purchase Agreement (Intira Corp)
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of:
(i) consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' stockholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the previous prior fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompaniedtheir results of operations and cash flows, and accompanied by:
(A) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and (ii) shall not contain a “going concern” or like qualification, or any exception or other qualification arising out of the scope of the audit, and
(B) a report certificate of such registered public accounting firm accountants the chief financial officer of the Company stating that they such financial statements have reviewed this Agreement been prepared in accordance with GAAP applicable to periodic financial statements generally and stating further whetherfairly present, in connection all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, provided, however, with their auditrespect to holders of Shares only, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe if the Company failed is then subject to comply with the terms, conditions, provisions reporting requirements under Section 13 or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period Section 15(d) of the existence thereof (it being understood that such accountants shall not be liable to any PurchaserExchange Act, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within by the time period specified above Company to such holder of the Company's Shares of an Annual Report on Form 10-K for such fiscal year (together with or any successor form within the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report time periods above described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b6.01(c);.
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company's ’s Annual Report on Form 10-K (the "“Form 10-K"”) with the SEC regardless of whether the Company is subject to the filing requirements thereofthereof and (y) the date by which such financial statements are required to be delivered under the Senior Credit Agreement or the date on which such corresponding financial statements are delivered under the Senior Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each fiscal year Fiscal Year of the Company, duplicate copies of
(i) a consolidated balance sheets sheet and statement of cash flows of the Company and its Subsidiaries as at the end of such yearFiscal Year, and
(ii) a consolidated statements statement of income, changes in shareholders' equity and cash flows income of the Company and its Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of an the audit on which such opinion is based) of independent registered public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's ’s Form 10-K for such fiscal year Fiscal Year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange ActAct of 1934) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Primoris Services Corp)
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of:
(i) consolidated balance sheets of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' stockholders’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the previous prior fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompaniedtheir results of operations and cash flows, and accompanied by:
(A) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain a “going concern” or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) a report certificate of such registered public accounting firm accountants stating that they have reviewed this Agreement and and, if applicable, stating further whether, that based upon their work performed in connection with their auditexamination of such financial statements, they have become are not aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe specified in Section 11 or, if applicable, the Company failed to comply with corresponding section of the termsIndenture, conditionsor, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that of any such condition Default or event then existsEvent of Default, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaserliable, directly or indirectly, for any failure to obtain knowledge of any such Default or Event of DefaultDefault unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards); and provided that the delivery within the time period specified above , and
(C) a certificate of the Company's Form 10-K for chief financial officer of the Company stating that such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the requirements therefor financial position of the Persons being reported on and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements their results of this Section 7.1(b);operations and cash flows.
Appears in 1 contract
Sources: Purchase Agreement (Iowa Telecommunications Services Inc)
Annual Statements. promptly after the same are available as soon as practicable and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year year, consolidated statements of the Companyincome, duplicate copies of
(i) consolidated balance sheets cash flows and stockholders' equity of the Company and its Restricted Subsidiaries for such year, and a consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form corresponding consolidated figures from the figures for the previous fiscal yearpreceding annual audit, all in reasonable detail, prepared in accordance with GAAP GAAP, satisfactory in form to the Required Holders, and accompanied
(Ai) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(Bii) a report certificate of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default or that caused them to believe the Company failed to comply with the termsDefault, conditionsand, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaserliable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default)Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit) ; and provided PROVIDED, HOWEVER, that the delivery within the time period specified above pursuant to Section 7.1(d) below of copies of the Company's Annual Report on Form 10-K of the Company for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, Securities and Exchange Commission and Annual Report to Stockholders shall be deemed to satisfy the requirements of this Section 7.1(b)) if such Annual Reports contain consolidated financial statements only with regard to the Company and its Restricted Subsidiaries;
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyLessee Guarantor, duplicate copies of,
(iA) a consolidated balance sheets sheet of the Company Lessee Guarantor and its Subsidiaries consolidated Subsidiaries, as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' equity and cash flows of the Company Lessee Guarantor and its Subsidiaries consolidated Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompaniedaccompanied by
(A) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further accountants, in accordance with professional standards, as to whether, in connection with making their audit, they have become became aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe that the Company Lessee or the Lessee Guarantor failed to comply with the terms, conditionscovenants, provisions or conditions of Sections 9.8the Lease, 9.12. 10.2 through and including 10.4 and 10.13 in as so far as they related relate to financial and accounting matters, and that then constituted a Lease Default or a Lease Event of Default, and, if they are aware that any such condition conditions or event then existsexist, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaserthereof, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery (i) within the time period specified above of the CompanyLessee Guarantor's Annual Report on Form 10-K for such fiscal year (prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountant's report described in clause (B) above and (ii) within 120 days after the end of such fiscal year of the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, Act shall be deemed to satisfy the requirements of this Section 7.1(b10.1(a)(ii);
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's ’s Annual Report on Form 10-K (the "“Form 10-K"”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of
(i) A consolidated balance sheets sheet of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP and accompaniedaccompanied by
(A) by an opinion thereon of an independent registered public accounting firm of recognized international standingstanding without any Impermissible Qualification, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the Company companies being reported upon and its their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit of such registered public accounting firm was performed in accordance with the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.89.15 (until the Release Date with respect to any covenant included therein), 9.12. 10.2 through and including 10.4 10.3, 10.4, 10.12 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaserthe Lender, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and UTi Worldwide Inc. Nedbank Facilities Agreement provided that the delivery within the time period specified above of the Company's ’s Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' ’ report described in clause (B) aboveabove (the “Accountants’ Certificate”), shall be deemed to satisfy the requirements of this Section 7.1(b), provided further that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof, in which event the Company shall separately deliver concurrently with such Electronic Delivery, the Accountants’ Certificate;
Appears in 1 contract
Sources: Letter of Credit and Cash Draw Agreement (UTi WORLDWIDE INC)
Annual Statements. promptly within 120 days after the same are available and in any event within 90 days end of each fiscal year of the Parent (or such longer or shorter period as is 15 days greater than after the period applicable date the Parent is required by the SEC to the filing of the Company's file its Annual Report on Form 10-K (the "“Form 10-K"”) with the SEC regardless of whether the Company Parent is subject to the filing requirements thereof) after the end of each fiscal year of the Company), duplicate copies of
(i) a consolidated balance sheets sheet of the Company Parent and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations and retained earnings, changes in shareholders' ’ equity and cash flows of the Company Parent and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit of such registered public accounting firm was performed has been conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States)Board, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's Parent’s Form 10-K for such fiscal year (together with the Company's Parent’s annual report to shareholdersstockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, SEC shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Sources: Master Note Purchase Agreement (Ultra Petroleum Corp)
Annual Statements. promptly after the same are available promptly, and in any event event, within 90 120 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompaniedaccompanied by
(A) by an opinion thereon of an ▇▇▇▇▇, ▇▇▇▇▇▇▇ & Co., Ltd. or any other independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report certificate of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default or that caused them to believe the Company failed to comply with the termsDefault, conditionsand, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaserliable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of DefaultDefault unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); and provided , PROVIDED that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountants' report accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholdersstockholders' equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompaniedaccompanied by:
(A) by an opinion thereon of an independent registered public accounting Ernst & Young LLP, or another firm of recognized international independent certified public accountants of comparable national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and; and -15-
(B) a report certificate of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default or that caused them to believe the Company failed to comply with the termsDefault, conditionsand, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaserliable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of DefaultDefault unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); and provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountants' report accountant's certificate described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b)) so long as such requirements of the Securities and Exchange Commission continue to require that Form 10-K include the financial statements described in subparagraphs (i) and (ii) above;
Appears in 1 contract
Sources: Note Purchase Agreement (Wolverine World Wide Inc /De/)
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year Fiscal Year of the Company, the Company shall deliver to each Noteholder and holder of Warrants duplicate copies of:
(i) consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements and consolidating statement of income, changes in shareholdersconsolidated statements of stockholders' equity and cash flows and consolidating schedule of investment activities for purchases of property and equipment of the Company and its Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearprior Fiscal Year and, commencing with Fiscal Year 2005, the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all in reasonable detail, prepared in accordance with GAAP and accompanied
(A) by an opinion thereon of an independent registered public accounting firm of recognized international standingGAAP, which opinion shall state that such financial statements present fairlyfairly presenting, in all material respects, the financial position of the Company Persons being reported on and its their results of operations and cash flows, and accompanied by:
(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material -50- respects, the financial position of the Persons being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not at any time following the second anniversary of the Closing Time contain a "going concern" or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) a certificate of the Chief Financial Officer of the Company stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and
(C) a narrative report (in the form of management's discussion and analysis of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to operations which would comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period disclosure requirements of the existence thereof (it being understood Exchange Act with respect to management's discussion and analysis set forth in quarterly reports on Form 10-Q) describing in reasonable detail the operations, cash flows and financial condition of the Company and its Subsidiaries prepared for such Fiscal Year, PROVIDED, HOWEVER, that such accountants shall not be liable if the Company is then subject to any Purchaserthe reporting requirements under Section 13 or Section 15(d) of the Exchange Act, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within by the time period specified above Company to such Purchaser and such Holder of the Company's an Annual Report on Form 10-K for such fiscal year (together with or any successor form within the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report time periods above described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b6.01(c);. The consolidating balance sheet and statements of income, stockholders' equity and cash flows and consolidating schedule of investment activities for purchases of property and equipment required by this paragraph may be in the form contained in the notes to the financial statements included in Company's Form 10-K. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by clauses (b) and (c) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company; PROVIDED HOWEVER that it is expressly understood that in order to comply with the requirements of this paragraph the Company need only provide a supplemental schedule to such Purchaser or Holder, as applicable, with this information and need not actually include such information in any form filed with the Commission.
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within Within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyBorrower, duplicate copies of
(i) consolidated and consolidating balance sheets of the Company Borrower and its Restricted Subsidiaries and of the Borrower and its Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows of the Company Borrower and its Restricted Subsidiaries and of the Borrower and its Subsidiaries, for such year, year setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
, (A1) in the case of the consolidated statements, by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
and (B2) in the case of the consolidating statements, either certified by a Senior Financial Officer as fairly stating, or accompanied by a report thereon by such accountants containing a statement to the effect that such consolidating financial statements fairly state, the financial position and the results of such registered public accounting firm accountants stating that they have reviewed this Agreement operations and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period cash flows of the existence thereof (it companies being understood that such accountants shall not be liable reported upon in all material respects in relation to any Purchaser, directly or indirectly, the consolidated financial statements for any failure to obtain knowledge of any Default or Event of Default)the periods indicated as a whole; and provided that the delivery within the time period specified above of the CompanyBorrower's Annual Report on Form 10-K for such fiscal year (together with the CompanyBorrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, Securities and Exchange Commission shall be deemed to satisfy the requirements of clauses (i) and (ii) of this Section 7.1(b5.20 (b);; provided further that if such Form 10-K does not contain consolidating information for the Borrower and its Restricted Subsidiaries, the Borrower shall also deliver to each such holder the consolidating information described in this Section 5.20(b); and
(iii) a certificate of such accountants stating that in making the examination for such report, they have obtained no knowledge of any Default or Event of Default, or, if they have obtained knowledge of any Default or Event of Default, specifying the nature and period of existence thereof and the action the Borrower has taken or proposes to take with respect thereto.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Lennox International Inc)
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year Fiscal Year of the Company, the Company shall deliver to each Series A Noteholder duplicate copies of:
(i) consolidated and consolidating balance sheets of the Company and its Subsidiaries as at the end of such year, and
(ii) consolidated statements and consolidating statement of income, changes in shareholders' consolidated statements of stockholders’ equity and cash flows and consolidating schedule of investment activities for purchases of property and equipment of the Company and its Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearprior Fiscal Year and, commencing with Fiscal Year 2007, the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompaniedtheir results of operations and cash flows, and accompanied by:
(A) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not at any time following the second anniversary of the Closing Time contain a “going concern” or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) a report certificate of such registered public accounting firm accountants the Chief Financial Officer of the Company stating that they such financial statements have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the requirements therefor financial position of the Persons being reported on and filed their results of operations and cash flows, and
(C) a narrative report (in the form of management’s discussion and analysis of such operations which would comply with the SECdisclosure requirements of the Exchange Act with respect to management’s discussion and analysis set forth in quarterly reports on Form 10Q) describing in reasonable detail the operations, together with cash flows and financial condition of the accountants' report Company and its Subsidiaries prepared for such Fiscal Year, provided, however, that if the Company is then subject to the reporting requirements under Section 13 or Section 15(d) of the Exchange Act, the delivery by the Company to such Series A Noteholder of an Annual Report on Form 10K or any successor form within the time periods above described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b6.01(c);. The consolidating balance sheet and statements of income, stockholders’ equity and cash flows and consolidating schedule of investment activities for purchases of property and equipment required by this paragraph may be in the form contained in the notes to the financial statements included in Company’s Form 10K. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by clauses (b) and (c) above will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company; provided however that it is expressly understood that in order to comply with the requirements of this paragraph the Company need only provide a supplemental schedule to such Series A Noteholder with this information and need not actually include such information in any form filed with the Commission.
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's ’s Annual Report on Form 10-K (the "“Form 10-K"”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) consolidated and consolidating balance sheets of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity income and cash flows and a consolidated statement of members’ equity of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's ’s Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholdersmembers, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Sources: Note Purchase Agreement (CHS Inc)
Annual Statements. promptly after the same are available and in any event within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at the end of such year, and,
(ii) consolidated statements of incomeoperations, changes in shareholdersstockholders' equity and cash flows of the Company and its consolidated Subsidiaries for such year, and
(iii) a condensed consolidating balance sheet, and condensed consolidating statements of operations and cash flows of the Company and its Subsidiaries setting forth, in each case, consolidating information sufficient to show the financial position and results of operations and cash flows of the Company and the Restricted Subsidiaries, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompaniedaccompanied by
(A) by in the case of the financial statements identified in the foregoing clauses (i) and (ii), an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report certificate of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default or that caused them to believe the Company failed to comply with the termsDefault, conditionsand, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaserliable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of DefaultDefault unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); and provided that , PROVIDED that, so long as the Company shall not have any Unrestricted Subsidiaries, the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SECSecurities and Exchange Commission, together with the accountants' report certificates described in clause clauses (A) and (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
1.2 Section 7.1(j) of the Note Purchase Agreement shall be relettered as Section 7.1(k), and a new Section 7.1(j) shall be inserted in its place to read as follows:
Appears in 1 contract
Sources: Note Purchase Agreement (Seitel Inc)
Annual Statements. promptly after the same are available and in any event within 90 Within 105 days (or such shorter period as that is 15 days greater than the period applicable to the filing of the Company's Parent’s Annual Report on Form 10-K 10‑K (the "“Form 10-K"10‑K”) with the SEC regardless of whether the Company Parent is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyParent, duplicate copies of
(i) a consolidated balance sheets sheet of the Company Parent and its Subsidiaries as at the end of such year, and
and (ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Parent and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of an the audit on which such opinion is based) of independent registered public accountants of recognized national standing (provided that the Companies’ current independent public accounting firm of recognized international standingMcGladrey & ▇▇▇▇▇▇, LLP and any other comparable successor that is reasonably acceptable to the Required Holders shall be deemed to be so qualified), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery of any document required under this clause (ii) within the time period specified above of the Company's Parent’s Form 10-K 10‑K for such fiscal year (together with the Company's Parent’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Securities Exchange ActAct of 1934) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b7.1(c)(ii);
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's ’s Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act“Form 10-K”) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 100 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheets sheet of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholders' partners’ equity and cash flows of the Company and its Subsidiaries Subsidiaries, for such year, Artisan Partners Holdings LP Note Purchase Agreement setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respectsrespects (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstancescircumstances and containing, and
(B) if applicable, a report reconciliation necessary to show in reasonable detail the effects, if any, of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, the application of ASC 810 in connection with their audit, they have become aware respect of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the termsInvestment Vehicle, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of copies of Artisan Partners Asset Management Inc.’s Annual Report on Form 10‑K (the Company's “Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act10‑K”) prepared in accordance with the requirements therefor and filed with the SECSEC shall, together with to the accountants' report described in clause (B) aboveextent such Form 10-K includes the information required to be delivered pursuant to this Section 7.1(b), shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Company shall be deemed to have made such delivery of such Form 10‑K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Sources: Note Purchase Agreement (Artisan Partners Asset Management Inc.)
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyBorrower, duplicate copies of:
(i) consolidated and consolidating balance sheets of the Company Borrower and its Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholdersstockholders' equity and cash flows of the Company Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompaniedtheir results of operations and cash flows, and accompanied by:
(A) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain any qualification or material exception,
(B) a report certificate of such registered public accounting firm accountants the Chief Financial Officer of the Borrower stating that they have he has reviewed this Agreement and stating further whether, in connection with their audit, they have become that he is not aware of any condition or event that then constitutes a Default or Event or, if he is aware of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then existsDefault, specifying the nature and period thereof, and
(C) a certificate of the existence thereof (it being understood Chief Financial Officer of the Borrower and the Parent stating that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) financial statements have been prepared in accordance with GAAP and fairly present, in all material respects, the requirements therefor financial position of the Persons being reported on and filed with the SEC, together with the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements their results of this Section 7.1(b);operations and cash flows.
Appears in 1 contract
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyParent, duplicate copies of:
(i) consolidated balance sheets of the Company Parent and its Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholdersstockholders' equity and cash flows of the Company Parent and its Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the previous prior fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompanied
(A) by their results of operations and cash flows, and accompanied by: an opinion thereon of an the Parent's independent registered certified public accounting firm accountants who shall be of recognized international national standing, which opinion shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accounts in connection with such financial statements (other than consolidating statements) has been made in accordance with the standards of the Public Accounting Oversight Board (United States)GAAP, and that such audit examination provides a reasonable basis for such opinion in the circumstances, and
(B) and a report certificate of such registered public accounting firm accountants the chief financial officer of the Parent stating that they such financial statements have reviewed this Agreement been prepared in accordance with GAAP applicable to periodic financial statements generally and stating further whetherfairly present, in connection with their auditall material respects, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period position of the existence thereof (it Persons being understood reported on and their results of operations and cash flows; provided, however, that such accountants shall not be liable if the Parent is then subject to any Purchaserthe reporting requirements under Section 13 or Section 15(d) of the Exchange Act, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within to the time period specified above Lenders and the Agent of the Company's an Annual Report on Form 10-K for such fiscal year (together with or any successor form within the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report time periods above described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b5.1(b);. The consolidated balance sheet and statements of income, stockholders' equity and cash flows required by this paragraph may be in the form contained in the notes to the financial statements included in a Form 10-K.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Central European Media Enterprises LTD)
Annual Statements. promptly after the same are available The Company will furnish to each holder of Investor Securities as soon as available, and in any event within 90 120 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of
(i) the consolidated and consolidating balance sheets sheet of the Company and its Subsidiaries Subject Entities as at the end of such year, and
(ii) fiscal year and the consolidated and consolidating statements of income, changes in shareholdersstockholders' equity and cash flows for such year of the Company and its Subsidiaries for such yearSubject Entities, setting forth in each case in together with comparative form the figures for the previous immediately preceding fiscal year, all in reasonable detailaccompanied by the reports or certificates of independent certified public accountants of recognized standing, to the effect that such consolidated financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent with prior years (except as to changes described therein with which such accountants concur) and accompanied
(A) by an opinion thereon of an independent registered public accounting firm of recognized international standing, which opinion shall state that such financial statements fairly present fairly, in all material respects, the financial position condition of the Subject Entities at the dates thereof and the results of their operations for the periods covered thereby, (ii) the statement of such accountants that they have caused the provisions of this Agreement to be reviewed and that in the course of their audit of the Company and its results of operations and cash flows in conformity with GAAP, and that the audit of such registered public accounting firm was performed in accordance with the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with nothing has come to their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused attention to lead them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then Default hereunder exists, or, if such is not the case, specifying such Default or possible Default and the nature and period of the existence thereof (thereof, it being understood that the examination of such accountants shall cannot be liable relied upon to any Purchaser, directly or indirectly, for any failure to obtain give them knowledge of any such Default except as it relates to accounting or Event of Default); and provided that auditing matters, (iii) so long as any Note remains outstanding, computations by the delivery within the time period specified above Company demonstrating, as of the Company's Form 10-K for close of such fiscal year year, compliance with Sections 9.4 through 9.8 hereof, inclusive, and (together with iv) the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under certificate of the Exchange Act) prepared in accordance with President or the requirements therefor and filed with Chief Financial Officer of the SEC, together with Company that such officers have caused the accountants' report described in clause (B) above, shall be deemed to satisfy the requirements provisions of this Section 7.1(b);Agreement to be reviewed and have no knowledge of any Default, or if any such officer has such knowledge, specifying such Default, and the nature thereof, and what action the Company has taken, is taking or proposes to take with respect thereto.
Appears in 1 contract
Annual Statements. promptly after the same are available and in any event within 90 Within 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's ’s Annual Report on Form 10N-K CSR (the "“Form 10N-K"CSR”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) consolidated a balance sheets sheet and schedule of investments of the Company and its Subsidiaries Company, as at the end of such year, and
(ii) consolidated statements of income, operations and changes in shareholders' equity and cash flows net assets of the Company and its Subsidiaries Company, for such year, setting forth in each case in comparative form the figures for the previous fiscal year▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Total Return Fund, Inc. Note Purchase Agreement all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's ’s Form 10N-K CSR for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, SEC shall be deemed to satisfy the requirements of this Section 7.1(b), and provided, further, that the Company shall be deemed to have made such delivery of such Form N-CSR if it shall have timely made Electronic Delivery thereof provided, further, that the Company agrees also to deliver hard copies of such financial statements to any holder of Notes who has requested such delivery in writing within the time period required above, unless such written request was made within the last 10 days of the end of such time period, in which case, the Company will deliver such financial statements no later than 10 days after the conclusion of the time period required above;
Appears in 1 contract
Sources: Note Purchase Agreement (Kayne Anderson Energy Total Return Fund, Inc.)
Annual Statements. promptly after the same are available and in any event within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's ’s Annual Report on Form 10-K (the "“Form 10-K"”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) consolidated and consolidating balance sheets of the Company and its Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity income and cash flows and a consolidated statement of members’ equity of the Company and its Subsidiaries Subsidiaries, for such year, setting forth in each case case, in comparative form form, the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
(A) accompanied by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
(B) a report of such registered public accounting firm accountants stating that they have reviewed this Agreement and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable to any Purchaser, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of the Company's ’s Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholdersmembers, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report described in clause (B) above, SEC shall be deemed to satisfy the requirements of this Section 7.1(b6.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Sources: Private Shelf Agreement (CHS Inc)
Annual Statements. promptly after the same are available and in any event within Within 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyBorrower, duplicate copies of:
(i) consolidated and consolidating balance sheets of the Company Borrower and its Subsidiaries as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows of the Company Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP GAAP, and accompanied
, (A1) in the case of the consolidated statements, by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the Company companies being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements has been made in accordance with the standards of the Public Accounting Oversight Board (United States)generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, and
and (B2) in the case of the consolidating statements, either certified by a Senior Financial Officer as fairly stating, or accompanied by a report thereon by such accountants containing a statement to the effect that such consolidating financial statements fairly state, the financial position and the results of such registered public accounting firm accountants stating that they have reviewed this Agreement operations and stating further whether, in connection with their audit, they have become aware of any condition or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the terms, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting matters, and if they are aware that any such condition or event then exists, specifying the nature and period cash flows of the existence thereof (it companies being understood that such accountants shall not be liable reported upon in all material respects in relation to any Purchaser, directly or indirectly, the consolidated financial statements for any failure to obtain knowledge of any Default or Event of Default)the periods indicated as a whole; and provided that the delivery within the time period specified above of the CompanyBorrower's Annual Report on Form 10-10 - K for such fiscal year (together with the CompanyBorrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a - 3 under the Exchange Act) prepared in accordance with the requirements therefor requi▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇h the Securities and filed with the SEC, together with the accountants' report described in clause (B) above, Exchange Commission shall be deemed to satisfy the requirements of clauses (i) and (ii) of this Section 7.1(b5.18(b);; provided further that if such Form 10 - K does not contain consolidating information for the Borrower and its Subsidiaries, the Borrower shall also deliver to each such holder the consolidating information described in this Section 5.18(b); and
(iii) a certificate of such accountants stating that in making the examination for such report, they have obtained no knowledge of any Default or Event of Default, or, if they have obtained knowledge of any Default or Event of Default, specifying the nature and period of existence thereof and the action the Borrower has taken or proposes to take with respect thereto.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Lennox International Inc)
Annual Statements. promptly after the same are available and As soon as available, but in any event within 90 ninety (90) days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company's Annual Report on Form 10-K (the "Form 10-K") with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year Fiscal Year of Holdings and the Company, Holdings and the Company shall deliver to each Holder and Warrantshareholder duplicate copies of:
(i) consolidated and consolidating balance sheets of each of Holdings and the Company and its their respective Restricted Subsidiaries as at the end of such yearFiscal Year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity earnings and cash flows of each of Holdings and the Company and its their respective Restricted Subsidiaries for such yearFiscal Year, setting forth in each case setting forth in comparative form the figures for the previous fiscal yearprior Fiscal Year and the corresponding figures from the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all in reasonable detail, prepared in accordance with GAAP GAAP, fairly presenting, in all material respects, the financial position of the Persons being reported on and accompaniedtheir results of operations and cash flows, and accompanied by:
(A) by an opinion thereon of an independent registered certified public accounting firm accountants of recognized international national standing, which opinion (i) shall state that such financial statements (other than consolidating statements) present fairly, in all material respects, the financial position of the Company Persons being reported upon and its their results of operations and cash flows and have been prepared in conformity with GAAP, and that the audit examination of such registered public accounting firm was performed accountants in connection with such financial statements (other than consolidating statements) has been made in accordance with generally accepted auditing standards in the standards of the Public Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances, andand (ii) shall not contain a "going concern" or like qualification, or any exception or other qualification arising out of the scope of the audit,
(B) unless the internal policies of the accountants prohibit the delivery thereof (as evidenced in writing to the Company), a report debt compliance letter of such registered public accounting firm accountants in a form reasonably acceptable to such accountants stating that they have reviewed this Agreement and and, if applicable, stating further whether, that based upon their work performed in connection with their auditexamination of such financial statements, they nothing came to their attention that caused them to believe that the Company or any of its Restricted Subsidiaries was not in compliance with any provision of Section 8.02, 8.04, 8.18 or 8.20 insofar as such provision relates to accounting matters and, if the accountants shall have become aware of any such non-compliance, the letter will describe such non-compliance in reasonable detail,
(C) a certificate of the Chief Financial Officer of Holdings or the Company, as applicable, stating that such financial statements have been prepared in accordance with GAAP applicable to periodic financial statements generally and fairly present, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, and
(D) a narrative report describing in reasonable detail the operations and financial condition of Holdings or event that then constitutes a Default or Event of Default or that caused them to believe the Company failed to comply with the termsCompany, conditions, provisions or conditions of Sections 9.8, 9.12. 10.2 through and including 10.4 and 10.13 in as far as they related to financial and accounting mattersapplicable, and their respective Restricted Subsidiaries prepared for such year; provided, however, that if they are aware that any such condition Holdings or event the Company, as applicable, is then exists, specifying subject to the nature and period reporting requirements under Section 13 or Section 15(d) of the existence thereof (it being understood that such accountants shall not be liable to any PurchaserExchange Act, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default); and provided that the delivery within the time period specified above of by Holdings or the Company's , as applicable, to such Holder and Warrantshareholder of an Annual Report on Form 10-K for such fiscal year (together with or any successor form within the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, together with the accountants' report time periods above described in clause (B) above, shall be deemed to satisfy the requirements of this Section 7.1(b6.01(c) and Section 6.01(g);. The consolidating balance sheet and statements of earnings and cash flows required by this paragraph may be in the form contained in the notes to the financial statements included in Company's previously filed Form 10-K. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the monthly, quarterly and annual financial information required by Sections 6.01(a), (b) and (c) and any forecast provided under Section 6.01(d) will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.
Appears in 1 contract
Sources: Purchase Agreement (American Coin Merchandising Inc)