Financial Statements and Reports Sample Clauses
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Financial Statements and Reports. The Company shall deliver to PICO:
(a) following such time as PICO is no longer providing services for the preparation of the Company's financial statements under the Transition Services Agreement of even date herewith by and between PICO and the Company (the “TSA”), as soon as reasonably practicable after the end of each fiscal year of the Company, and in any event within 15 days thereafter, a balance sheet as of the end of such year, statements of income and of cash flows for such year and a statement of shareholders' equity as of the end of such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) including all associated support and work papers related to the GAAP financial statements;
(b) following such time as PICO is no longer providing services for the preparation of the Company's financial statements under the TSA, as soon as reasonably practicable after the end of the first three quarters of each fiscal year of the Company, and in any event within 15 days thereafter, an unaudited balance sheet as of the end of each such quarterly period and unaudited statements of income and cash flows for such period, all in reasonable detail and prepared in accordance with GAAP including all associated support and work papers related to the GAAP financial statements;
(c) following such time as PICO is no longer providing services to the Company on internal control matters under the TSA, as soon as reasonably practicable after the end of each quarter of each fiscal year of the Company, and in any event within 25 days thereafter, an internal control report summarizing the design, testing and documentation of the internal control structure of the Company that would be suitable for its own Section 404(a) certifications; provided, however, that the Company recognizes that PICO may require additional information regarding internal control matters to allow PICO to satisfy its own internal control officer certification and audit requirements, and the Company will provide any such additional information reasonably required by PICO; and
(d) with respect to the financial statements called for in subsections (a) and (b) of this Section 4.3, or the report called for in subsection (c) of this Section 4.3, an instrument executed by the Chief Financial Officer or President of the Company certifying that (i) such financial statements were prepared in accordance with GAAP consistently appl...
Financial Statements and Reports. Furnish or cause to be furnished to Lender:
(a) As soon as available, but in any event simultaneously with the delivery of any such financial statements pursuant to the Working Capital Facility, the annual, quarterly and monthly balance sheets of Borrower, as at the end of, and the related statements of income, stockholders’ equity and cash flows for, such period, and the corresponding figures as at the end of, and for, the preceding period, together with any accompanying opinions, officers certificates or other documents delivered pursuant to the Working Capital Facility;
(b) Promptly and in any event within five (5) Business Days after receipt of any material notice or correspondence from any company or agent for any company providing insurance coverage to Borrower relating to any material loss or loss with respect to any item of Collateral or (from and after the First Amendment Effective Date) Inventory Collateral, copies of such notices and/or correspondence;
(c) Simultaneously with the delivery pursuant to the Working Capital Facility, copies of any documents, agreements, notices, reports, financial statements or other information required to be delivered pursuant to the Working Capital Facility (other than borrowing notices)[;] including, without limitation, perpetual inventory reports and inventory reports by location and category (as required by Section 7.1(a)(ii) of the Congress Credit Agreement) and if requested by Congress (from and after the First Amendment Effective Date) copies of purchase orders, invoices and delivery documents for Inventory Collateral (as required by Section 7.1(a)(iv) of the Congress Credit Agreement).
(d) From time to time such additional information regarding the financial condition or business of Borrower or any Collateral or (from and after the First Amendment Effective Date) Inventory Collateral, promptly following a request by Lender; provided that Borrower shall not be obligated hereby to provide such additional information unless it is information (w) prepared for [Congress]the agent or a lender under the Working Capital Facility, (x) prepared pursuant to any other agreements of Borrower, (y)prepared in the ordinary course of Borrower’s business, or (z) is otherwise available from Borrower’s records.
Financial Statements and Reports. The Company shall furnish to the Secured Party within a reasonable time such financial data as the Secured Party may reasonably request, including, without limitation, the following:
(a) The balance sheet of the Company as of the close of each fiscal year, the statement of earnings and retained earnings of the Company as of the close of such fiscal year, and statement of cash flows for the Company for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied, certified by the chief executive and chief financial officers of the Company as being true and correct and accompanied by a certificate of the chief executive and chief financial officers of the Company, stating that the Company has kept, observed, performed and fulfilled each covenant, term and condition of this Agreement during such fiscal year and that no Event of Default hereunder has occurred and is continuing, or if an Event of Default has occurred and is continuing, specifying the nature of same, the period of existence of same and the action the Company proposes to take in connection therewith;
(b) A balance sheet of the Company as of the close of each month, and statement of earnings and retained earnings of the Company as of the close of such month, all in reasonable detail, and prepared substantially in accordance with generally accepted accounting principles consistently applied, certified by the chief executive and chief financial officers of the Company as being true and correct; and
(c) Copies of all accountants' reports and accompanying financial reports submitted to the Company by independent accountants in connection with each annual examination of the Company.
Financial Statements and Reports. The Company has previously furnished Parent true and complete copies (with exhibits) of its (i) Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (the "1998 Annual Report"), as filed with the SEC, (ii) proxy statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1998, and (iii) all other schedules, reports and registration statements filed by the Company with the SEC since September 30, 1998 (collectively, the "SEC Filings"). As of their respective dates, the SEC Filings were prepared and filed in accordance with the applicable rules and regulations of the SEC and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since September 30, 1998, the Company has filed with the SEC all reports and registration statements and all other filings required to be filed with the SEC under the rules and regulations of the SEC. The audited financial statements and unaudited interim financial statements of the Company, together with the notes thereto, included or incorporated by reference in the 1998 Annual Report and any other SEC Filings, respectively, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and subject, in the case of unaudited financial statements, to normal year-end audit adjustments) and fairly present the financial position of the Company and its subsidiaries as at the dates thereof and the results of their operations and changes in financial position for the periods then ended.
Financial Statements and Reports. Furnish to the Agent for distribution to the Banks:
(a) As soon as available and in any event within 120 days after the end of each fiscal year of the Borrower, the annual audited financial statements of the Borrower and its Subsidiaries prepared on a consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous fiscal year, certified without a “going concern” or like qualification, or a qualification arising out the scope of the audit, by independent certified public accountants of recognized standing selected by the Borrower, together with any related management letters.
(b) As soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year, a copy of the unaudited financial statements of the Borrower and its Subsidiaries prepared on a consolidated basis and in conformity with GAAP (except for the absence of footnotes and for year-end audit adjustments), signed by a senior financial officer of the Borrower, consisting of at least consolidated statements of income and cash flow for the Borrower and its Subsidiaries for such quarter and for the period from the beginning of such fiscal year to the end of such quarter, and a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such quarter.
(c) Together with the consolidated financial statements furnished by the Borrower under Sections 8.1(a) and 8.1(b), a Compliance Certificate signed by a senior financial officer of the Borrower, which shall confirm either that as at the date of each such financial statement there did not exist any Default or Event of Default or that a Default or Event of Default existed, in which case it shall specify the nature and period of existence thereof and what action the Borrower proposes to take with respect thereto.
(d) As soon as available and in any event within 120 days after the end of each fiscal year of OTC, the annual audited financial statements of OTC and its Subsidiaries prepared on a consolidated basis and in conformity with GAAP, consisting of at least statements of income, cash flow, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous fiscal year, certified without a “going concern” or like qualification, or a...
Financial Statements and Reports. The Company shall furnish to the Purchaser:
(a) as soon as practicable, and in any event at least 30 days prior to the beginning of each fiscal year of the Company, consolidated statements of forecasted income and cash flow and consolidated forecasted balance sheet of the Company for each month and each fiscal quarter in such fiscal year and for the period from the beginning of such fiscal year to the end of each such month and end of each such fiscal quarter, in each case as at the end of each such month and fiscal quarter;
(b) as soon as practical after the end of each month in each fiscal year (other than the last month in each fiscal year), and in any event within 30 days thereafter, consolidated statements of income and cash flow of the Company for such month and for the period from the beginning of the current fiscal year to the end of such month and a consolidated balance sheet of the Company as at the end of such month, and setting forth, in each case, in comparative form, figures for the corresponding months in the preceding fiscal year (other than any such corresponding months ended prior to the Closing) and figures in the Company's budget for the corresponding months in the current fiscal year;
(c) as soon as practicable after the end of each fiscal quarter of the Company in each fiscal year (other than the last fiscal quarter in each fiscal year), and in any event within forty-five (45) days thereafter, a consolidated balance sheet of the Company and the related consolidated statements of income, stockholders' equity and cash flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the Chief Financial Officer of the Company, such consolidated balance sheet to be as of the end of such fiscal quarter and such consolidated statements of income, stockholders' equity and cash flows to be for such fiscal quarter and for the period from the beginning of the fiscal year to the end of such fiscal quarter, in each case with comparative statements for the corresponding period in the prior fiscal year;
(d) as soon as practical after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, a consolidated balance sheet of the Company as of the end of such fiscal year and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year then ended, prepared in accordance with generally accepted accounting principles and certified by a...
Financial Statements and Reports. So long as Bank (or a nominee designated by Bank) shall hold the Note, the Trust will deliver to the Bank:
(a) as soon as practicable, and in any event within 60 days after the end of the first six month period of each fiscal year of the Trust, statements of income and expense of the Trust for such period and for that part of the fiscal year ending with such monthly period and statements of financial condition of the Trust as of the end of such period, setting forth in each case in comparative form the corresponding figures for and as at the end of the corresponding period of the preceding fiscal year, in reasonable detail, and certified by an authorized financial officer of the Trust subject to year-end audit adjustments;
(b) as soon as practicable, and in any event within 90 days after the end of each fiscal year of the Trust, statements of income and expense of the Trust for such year, and statements of financial condition of the Trust as at the end of such year, setting forth in each case in comparative form the corresponding figures of the previous annual audit, all in reasonable detail and accompanied by a report or opinion of independent accountants of recognized standing selected by the Trust;
(c) as soon as practical, and in any event within 30 days of the end of each calendar quarter, a certificate prepared by an authorized officer of the Trust listing the Collateral Notes and any other Collateral on deposit pursuant to Section 5 hereof and certifying the Maximum Loan Limit as defined by Section 7.6 hereof;
(d) concurrently with the aforesaid financial statements delivered pursuant to paragraph 4.1(a) and paragraph 4.1(b) hereof, a certificate of an authorized financial officer of the Trust to the effect that the Trust is not in default in the fulfillment of any of the terms, covenants, provisions or conditions of the Note or this Agreement, or, if any such default exists, specifying such default or defaults and the nature and status thereof, and, in the case of the aforesaid financial statements delivered pursuant to paragraph 4.1(b) hereof, to the effect that said financial statements are correct and complete and truly present the financial condition of the Trust as at the end of and for the fiscal year to which they relate;
(e) promptly upon receipt thereof, copies of any detailed reports submitted to the Trust by independent accountants in connection with each annual examination of the financial statements of the Trust made by such accountant...
Financial Statements and Reports. (a) No registration statement, offering circular, proxy statement, schedule or report filed by it or any of its Subsidiaries under various securities and financial institution laws and regulations ("Regulatory Reports"), on the date of its effectiveness in the case of such registration statements, or on the date of filing in the case of such reports or schedules, or on the date of mailing in the case of such proxy statements, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. For the past five years, it and its Subsidiaries have timely filed all Regulatory Reports required to be filed by them under various securities and financial institution laws and regulations except to the extent that all failures to so file, in the aggregate, would not have a material adverse effect on it; and all such documents, as finally amended, complied in all material respects with applicable requirements of law and, as of their respective date or the date as amended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent stated therein, all financial statements and schedules included in the Regulatory Reports (or to be included in Regulatory Reports to be filed after the date hereof) (i) were or will be (with respect to financial statements in respect of periods ending after September 30, 1998), prepared in accordance with its books and records and those of its consolidated Subsidiaries, and (ii) present (and in the case of financial statements in respect of periods ending after September 30, 1998, will present) fairly the consolidated financial position and the consolidated results of operations or income, changes in stockholders' equity and cash flows of it and its Subsidiaries as of the dates and for the periods indicated in accordance with generally accepted accounting principles applied on a basis consistent with prior periods (except for the omission of notes to unaudited statements and in the case of unaudited statements to recurring year-end adjustments normal in nature and amounts). Its audited consolidated financial statements at December 31, 1997 and for the year then ended and the cons...
Financial Statements and Reports. (a) LSB has made available to ONB copies of the following financial statements and reports of LSB and its Subsidiaries, including the notes thereto (collectively, the “LSB Financial Statements”):
(i) Consolidated Balance Sheets and the related Consolidated Statements of Earnings and Consolidated Statements of Changes in Shareholders’ Equity of LSB as of and for the fiscal years ended December 31, 2013, 2012 and 2011, and as of and for the three months ended March 31, 2014;
(ii) Consolidated Statements of Cash Flows of LSB for the fiscal years ended December 31, 2013, 2012 and 2011, and as of and for the three months ended March 31, 2014; and
(iii) Call Reports (“Call Reports”) for Bank as of the close of business on December 31, 2013, 2012 and 2011, and for the three months ended March 31, 2014.
(b) The LSB Financial Statements present fairly in all material respects the consolidated financial position of LSB as of and at the dates shown and the consolidated results of operations, cash flows and changes in shareholders’ equity for the periods covered thereby and are complete, correct, represent bona fide transactions, and have been prepared from the books and records of LSB and its Subsidiaries. The LSB Financial Statements described in clauses (i) and (ii) above for completed fiscal years are audited financial statements and have been prepared in conformance with GAAP, except as may otherwise be indicated in any accountants’ notes or reports with respect to such financial statements.
(c) Since March 31, 2014 on a consolidated basis LSB and its Subsidiaries have not incurred any material liability other than in the ordinary course of business consistent with past practice.
Financial Statements and Reports. The Company shall furnish to the Secured Party within a reasonable time such financial data as the Secured Party may reasonably request.