Financial Statements and Audit Clause Samples

Financial Statements and Audit. (a) The Company shall prepare as soon as reasonably practical after the date of this Agreement: (i) audited consolidated and combined balance sheets as of December 31, 2006 and 2005, and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, for the fiscal years ended December 31, 2006, December 31, 2005 and December 31, 2004; and (ii) auditor-reviewed unaudited consolidated and combined balance sheets, and the related auditor-reviewed unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries, as of and for the quarters ended March 31, 2007 and June 30, 2007 and as of and for the month ended July 31, 2007. (Such financial statements described in clause (i) and (ii) hereof, as so audited, or auditor-reviewed, as the case may be, the “Audited Financial Statements” and, together with the Unaudited Financial Statements, the “Financial Statements”.) (b) The Company will deliver as promptly as practicable after the end of each calendar month, and in any event within 30 days, unaudited financial statements of the Company and its Subsidiaries that conform to the requirements of the Unaudited Financial Statements delivered prior to the date of this Agreement as described in Section 3.06. (c) The Company shall maintain and comply with the Controls, and in conjunction with the conversion of the Company’s accounting method to the accrual basis, prior to the Closing the Company shall modify the Controls (subject to prior consultation with Purchaser) as necessary to support the preparation of financial statements in accordance with GAAP. The Company shall discuss the Controls with Purchaser and any comments Purchaser may make with respect to the Controls.

Financial Statements and Audit. (a) Each of the Concessionaire and the Operating Company shall deliver to the Government within 90 days after the end of each of its respective Financial Years, or within such shorter period as may then be required by applicable Law:

Financial Statements and Audit. The Board of Directors shall instruct the Accountant to audit the Company’s books and records annually and prepare audited financial statements for the Company within ninety (90) days after then end of each Fiscal Year, copies of which shall be promptly provided to each Member.

Financial Statements and Audit. You will send us copies of the Hotel Data and financial statements certified by you as true and accurate (including a profit and loss statement, balance sheet, cash flow statement, or such other financial data or reports as we may request, in a form satisfactory to us, or which meets the Uniform System of Accounts for the Lodging Industry (“USALI”)) for the Hotel for the prior fiscal year (or other time period), and you will have the Gross Room Revenues or other monies due hereunder computed and certified as accurate. During the Term and for 3 years afterward, we and our authorized representatives will have the right to verify information required under this Agreement by requesting, receiving, inspecting, copying and auditing, the Hotel Data and any and all records or documents related to the Hotel Data wherever they may be located. If any inspection or audit discloses a deficiency in any payments due hereunder, you must pay us all deficiencies plus interest at the rate indicated in Section 4(f), below. If the deficiency in any payment is willful or exceeds 5% of the correct amount, you will also immediately pay to us the entire cost of the inspection and audit, including travel, lodging, meals, salaries, professional fees and other expenses of the inspecting or auditing personnel.

Financial Statements and Audit a. The Company shall deliver to the Government within 90 days after the end of each Financial Year of the Company: i) a balance sheet of the Company as at the end of such year, and ii) statements of income, changes in shareholders’ equity and cash flows of the Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and certified by the chief financial officer of the Company as having been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) or generally accepted accounting principles as reflected in International Financial Reporting Standards as in effect from time to time in the European Union (“IFRS”), consistently applied except as otherwise noted. b. Such financial statements shall be accompanied by an opinion thereon of independent public accountants of recognized international standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP or IFRS, consistently applied except as otherwise noted, that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances. c. Each year’s financial statements shall be accompanied by a certificate of the chief financial officer of the Company to the effect that during the Financial Year then ended the Company was in compliance with (i) Section 20.3, (ii) if applicable, Section 20.4 (setting forth in such certificate the value of the ratio provided for in such Section as at the end of each quarter of such Financial Year) and

Financial Statements and Audit. Borrower shall have furnished to Bank, Borrower's audited annual Consolidated financial statements for the fiscal year ended June 30, 2003, prepared by Grant Thornton, and the field audit of Borrower shall have ▇▇▇▇ completed and the results thereof shall be satisfactory to Bank.

Financial Statements and Audit. The Company shall maintain a system of accounting, established and administered in accordance with sound business practices, to permit preparation of financial statements in conformity with international generally accepted accounting principles, and the Service Provider shall assist the Company in maintaining such systems and preparing such statements. The Company will deliver to the Service Provider the financial statements and other reports of the Company within thirty (30) days after the end of each calendar quarter in order for the Service Provider to verify the amounts payable by the Company for the operation of the Company Business and the amounts of the Service Fees. The Company shall permit the Service Provider and/or its designated agent or agents, upon reasonable notice and at reasonable times during regular business hours, to audit the Company’s relevant books and records for the purpose of verifying the amount of the Service Fees. The Service Fees for each period for which the Service Provider has conducted such review or audit shall be adjusted in accordance with the result of the verifications referred to in this Section 3.4.

Financial Statements and Audit. (a) The officers shall cause to be delivered to each Member, as soon as available, but in any event: (i) within 45 days of the end of each calendar quarter, a balance sheet of the Corporation as of the end of such quarter and related statements of operations and cash flows for such month and the year to date, setting forth in each case in comparative form the figures for the same periods in the previous fiscal year; and (ii) within 90 days after the end of each fiscal year, a balance sheet of the Corporation as at the end of such fiscal year and the related statements of operations and cash flow for such year, setting forth in each case in comparative form the figures for the previous fiscal year (to the extent such period's figures are available), certified by an accounting firm of recognized regional standing as being prepared in accordance with generally accepted accounting principles consistently applied. (b) The officers shall cause each Member to be furnished with additional reports and financial statements deemed appropriate by the Board. (c) The Corporation shall, through a publicly accessible website or similar public communications system, provide each Member and the public with the information described in this Section 8.3(c). The information shall include, but is not limited to, an annual report on the Corporation’s selection criteria, organizations that have received grants, funded projects, outcomes of projects that have been funded, distributed and remaining funds, any external funds secured for distribution (i.e., private foundations and other government grants), impacts of grant-funded projects on CAP goals and the impact of grant-funded projects on EIECs

Financial Statements and Audit. Without limiting the duties and obligations of the Managing Owner pursuant to Section 10 of this Trust Agreement, the Trust shall at all times prepare financial statements on a consolidating basis, including the JWH Special Circumstance LLC as a consolidated subsidiary of the Trust. The Managing Owner shall have no obligation to verify or confirm the accuracy of the financial information regarding the JWH Special Circumstance LLC that is provided by the LLC Manager and the Managing Owner shall have the right to rely upon the financial information provided to it by the LLC Manager. The Managing Owner shall retain the public audit firm that will conduct an audit of such consolidating financial statements as required by Section 10 of this Trust Agreement. The costs and expenses for services by the public audit firm shall be allocated between the Trust and the JWH Special Circumstance LLC based on the allocation of time and expenses for the services of such public audit firm to each of the Trust and the JWH Special Circumstance LLC. The footnotes to all such financial statements that includes the JWH Special Circumstance LLC shall conspicuously state in substance that: (i) All Special Circumstance LLC Assets are for the sole benefit of the Class B LLC Interest Holders; (ii) Each Unitholder of the Trust that was not a Unitholder on October 1, 2005 shall not be an Class B LLC Interest Holder and therefore shall have no right, title or interest in or to the JWH Special Circumstance LLC or any Special Circumstance LLC Assets; (iii) The Net Asset Value of the Trust which is utilized for purposes of purchasing and redeeming Units does not include any of the assets or liabilities of the JWH Special Circumstance LLC; (iv) The only interest of the Trust in the JWH Special Circumstance LLC is its LLC Membership Interests subject to the rights of the Class B LLC Interest Holders that have the right to all of the economic interest of the Class B LLC Interest, as represented by the Class B LLC Units; (v) The assets of the JWH Special Circumstance LLC are not available to the creditors of the Trust; and (vi) The Assets of the Trust are not available to the creditors of the JWH Special Circumstance LLC.