Common use of Quarterly Statements Clause in Contracts

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.

Appears in 2 contracts

Sources: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 Within 60 days after the end of such fiscal each financial quarter of each financial year of the Borrower (other than the last quarter, ): (a) the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the unaudited consolidated balance sheet and income statement of the Borrower as at the end of such quarter and the related consolidated statements of retained earnings and cash flows flows, for the period then ended, in each case with comparative figures for the same period for the immediately preceding financial year and in respect of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by preceding financial year end; and (b) a certificate of an Executive Officer Compliance Certificate of the Borrower signed by its chief financial officer, treasurer or another officer of the Borrower acceptable to the effect that such Disclosure Statement when combined Agent, substantially in the form of Schedule “J” (a “Compliance Certificate”) and: (i) setting forth the information necessary to determine whether the Borrower has complied with the Quarterly Report present covenants contained in all material respects Section 12.11; (ii) (A) confirming that the financial condition percentage of the EBITDA on a rolling 4 quarter basis, assets (excluding Back-to-Back Securities) and Debt generated, held or owed by the VL Group, on an Adjusted Consolidated Parties Basis, is not less than 95% of the consolidated EBITDA on a rolling 4 quarter basis, assets (excluding Back-to-Back Securities) and have been prepared in accordance with GAAPDebt of the Borrower, subject to changes resulting from audit otherwise (B) providing the accurate percentage; (iii) (A) confirming that the percentage of the EBITDA on a rolling 4 quarter basis and normal year‑end audit adjustments assets (excluding Back-to-Back Securities) generated or held by the Borrower and the absence Guarantors is not less than 95% of footnotesconsolidated EBITDA on a rolling 4 quarter basis and assets (excluding Back-to-Back Securities) of the Borrower, otherwise (B) providing the percentage so as to confirm compliance with Section 12.12; and (iv) certifying that the Borrower is in compliance with all terms and conditions of this Agreement and that no Default has occurred and is continuing or Event of Default has occurred or exists, or if a Default or an Event of Default has occurred, setting out the relevant particulars thereof, the period of existence thereof and what action the Borrower has taken or proposes to take with respect thereto.

Appears in 1 contract

Sources: Credit Agreement (Videotron Ltee)

Quarterly Statements. As soon as availableNo later than the fifteenth (15) day of May, August, November, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (February, beginning with the fiscal quarter of the Parent ending March 31May, 20181997, Borrowers shall prepare and deliver to Agent and Collateral Agent a statement (each a "Quarterly Statement"), in hard copy and on diskette and/or a copy through electronic mail, in form reasonably satisfactory to Agent, setting forth with respect to the applicable Mortgaged Property (i) a consolidated balance sheet cash flow report detailing the historic accrued Operating Revenues and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarterhistoric accrued Operating Expenses, in each case setting forth in comparative form figures for the corresponding period ending on the last day of the second month preceding fiscal the month in which such calculation is being made in the preceding year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) accrued Operating Revenues, the accrued Operating Expenses, in reasonable form and detail and reasonably acceptable each case, with respect to the Administrative most recent calendar quarter (or in the case of the initial Quarterly Statement, the most recent four (4) calendar quarters), (iii) a current property rent roll and occupancy level report (expressing the level as a percentage based upon rentable square footage) for the most recent date available and a list of any tenants included on such rent roll who are in monetary or other material default under the applicable Leases, (iv) for any Leases entered into by Borrowers since the delivery of the prior Quarterly Statement (or, in the case of the first Quarterly Statement, since the Closing Date) with a new or renewal tenant, any free Rent, TI Costs and Leasing Commission paid in connection with such Leases, (v) a summary of any notices or other correspondences received from any tenant at the Mortgaged Property with respect to its vacating of leased premises or its "going dark" or otherwise suspending business operations therein, (vi) a list of Capital Improvement Costs incurred and Required Work completed during the period covered by such Quarterly Statement and any updates to local market studies or reports in the Borrowers' possession and (vii) any additional information reasonably requested by Agent setting forth to enable Agent to calculate Adjusted Operating Expenses and Adjusted Operating Revenues; provided, that the adjustments additional information referred to the financial statements delivered pursuant to in clause (ivii) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and shall not be required unless Borrowers have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotesnot less than five (5) Business Days' notice.

Appears in 1 contract

Sources: Loan Agreement (Kranzco Realty Trust)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 Within 60 days after the end of such fiscal each financial quarter of each financial year of the Borrower (other than the last quarter, ): (a) the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the unaudited consolidated balance sheet and income statement of the Borrower as at the end of such quarter and the related consolidated statements of retained earnings and cash flows flows, for the period then ended, in each case with comparative figures for the same period for the immediately preceding financial year and in respect of the Consolidated Parties as of the end of such fiscal quarter, preceding financial year end; and accompanied by ​ (b) a certificate of an Executive Officer Compliance Certificate of the Borrower signed by its chief financial officer, treasurer or another officer of the Borrower acceptable to the effect that such Disclosure Statement when combined Agent, substantially in the form of Schedule “E” (a “Compliance Certificate”) and: (i) setting forth the information necessary to determine whether the Borrower has complied with the Quarterly Report present covenants contained in all material respects Section 12.11; (ii) (A) confirming that the financial condition percentage of the EBITDA on a rolling 4 quarter basis, assets (excluding Back-to-Back Securities) and Debt generated, held or owed by the VL Group, on an Adjusted Consolidated Parties Basis, is not less than 85% of the consolidated EBITDA on a rolling 4 quarter basis, assets (excluding Back-to-Back Securities) and have been prepared in accordance with GAAPDebt of the Borrower, subject to changes resulting from audit otherwise (B) providing the accurate percentage; (iii) (A) confirming that the percentage of the EBITDA on a rolling 4 quarter basis and normal year‑end audit adjustments assets (excluding Back-to-Back Securities) generated or held by the Borrower and the absence Guarantors is not less than 85% of footnotesconsolidated EBITDA on a rolling 4 quarter basis and assets (excluding Back-to-Back Securities) of the Borrower, otherwise (B) providing the percentage so as to confirm compliance with Section 12.12; and (iv) certifying that the Borrower is in compliance with all terms and conditions of this Agreement and that no Default has occurred and is continuing or Event of Default has occurred or exists, or if a Default or an Event of Default has occurred, setting out the relevant particulars thereof, the period of existence thereof and what action the Borrower has taken or proposes to take with respect thereto.

Appears in 1 contract

Sources: Credit Agreement (Videotron Ltee)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 20182010), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q 10-Q as filed with the Securities and Exchange Commission SEC (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

Quarterly Statements. As soon as available, Licensee will compute Royalties hereunder on the basis set forth in the Summary of Commercial Terms and in any event shall furnish to Licensor within 45 thirty (30) days after following the close end of each Calendar Quarter during the Term (i.e. on or before April 30, July 30, October 30 and January 30) and continuing until all payments required hereunder are made, a complete and accurate statement, which statement shall be submitted electronically through RoyaltyZone (as defined in Section 4(g) of the first three fiscal quarters Standard Terms and Conditions below) (each, a “Quarterly Statement”). Statements required by this Section and Section 4(b) of the Parent (beginning with Standard Terms and Conditions below shall include the fiscal quarter of the Parent ending March 31, 2018), following information: (i) the Territory; (ii) Permitted Distribution Channels; (iii) a consolidated balance sheet and income statement description of the Parent as Licensed Product(s), TP Products and/or Authorized FOH Products; (iv) a description of the end Licensed Property used therein or thereon (including, without limitation, any and all versions of such fiscal quarterthe Licensed Property which appear in or on the Licensed Product(s) (including without limitation, together with related consolidated statements of retained earnings and cash flows for such fiscal quarterany Packaging as hereinafter defined) and/or Advertising & Promotion (as hereinafter defined), in each case setting if any); (v) the amount due to Licensor (calculated as set forth in comparative form figures for the corresponding period Section 3 of the preceding fiscal yearStandard Terms and Conditions); and (vi) the following information cross-referenced against the applicable “SKU” number(s): wholesale sales, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agentinvoice price, quantity invoiced, gross revenues, and accompanied by a certificate applicable Royalty Rate (as defined in the Summary of an Executive Officer Commercial Terms). On reasonable request from Licensor, Licensee shall provide Licensor with backup and support materials with respect to any item contained in any Quarterly Statement, such that Licensor will have sufficient information to evaluate the sources of the Borrower any item contained in such Quarterly Statement and to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to track Licensee’s performance under this Section 7.1(b)(i) Agreement. Such Quarterly Statements shall be accompanied by a schedule providingcertification signed by Licensee’s chief financial officer (or equivalent) indicating that he or she has reviewed and agrees with all the information contained in such Quarterly Statement. For the purposes of this Agreement, in form a “Calendar Quarter” shall be defined as each and substance reasonably satisfactory to any of the Administrative Agentthree (3) month periods during a given calendar year beginning with January 1 and ending December 31 (i.e. from January 1 through March 31; from April 1 through June 30; from July 1 through September 30; and from October 1 through December 31). Included with each Quarterly Statement, the consolidating must be a copy of Licensee’s full and complete financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent for that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotesCalendar Quarter.

Appears in 1 contract

Sources: License Agreement (NAKED BRAND GROUP LTD)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 Within 60 days after the end of each fiscal quarter of each fiscal year of the Borrower (other than the last quarter), or such fiscal quarter, shorter delay as may be required by any applicable securities exchange or commission: (a) the Quarterly Reportquarterly report (on a consolidated basis) to the shareholders of the Borrower as filed with the Quebec and (ii) a disclosure statement Ontario securities commissions and any more detailed financial statements filed with any other securities commissions from time to time (the “Disclosure Statement”"Quarterly Financials"); (b) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the unaudited consolidated balance sheet and income statement of the Restricted Group as at the end of such quarter and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarterflows, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared otherwise in accordance with GAAP, subject for the period then ended, in each case with comparative figures for the same period for the immediately preceding fiscal year and in respect of the preceding fiscal year end; (c) a certificate of the chief financial officer of the Borrower in the form of Schedule "G" and setting forth the information necessary to changes resulting from audit determine whether the Borrower has complied with the covenants contained in Section 12.11, certifying that the Borrower is in compliance with all of its covenants hereunder and normal year‑end audit adjustments that no Default or Event of Default has come to the attention of the officer of the Borrower signing the certificate, after due inquiry, or if a Default or an Event of Default has occurred, setting out the relevant particulars thereof, the period of existence thereof and what action the Borrower has taken or proposes to take with respect thereto (a "Compliance Certificate"); (d) a report of the chief financial officer of the Borrower setting out (i) the amounts, origins and application of all Net Proceeds arising during such quarter and cumulatively during the last 12 months, including, as the case may be, the manner in which any Net Proceeds have been reinvested pursuant to subsection 8.2.1, (ii) the details of all Acquisitions and Customer Contracts having an annual revenue of a minimum of $10,000,000 (in the form appearing in the notes to the Borrower's financial statements, unless the Lenders require more details, acting reasonably), (iii) the details of all Asset Dispositions and Offerings made during such quarter and cumulatively during the Term, (iv) the details of any dispositions in connection with any Securitization Program and the absence aggregate amount of footnotesall Securitization Programs in place on the relevant date, and (v) as at the date of any Offering, the amount of the outstanding Debt (other than obligations referred to in subsection 1.1.40.6 which are not, in accordance with GAAP, required to be classified as liabilities on the balance sheet, nor noted as contingent liabilities in the notes to the financial statements of, the Restricted Group) referred to in subsections 13.6(a) (with particular reference to the amounts described in subsections 1.1.93.6 and 1.

Appears in 1 contract

Sources: Credit Agreement (Cgi Group Inc)

Quarterly Statements. As soon as available, and but in any event within 45 forty-five (45) days after the close end of each of quarter, the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), Company shall deliver to each Series A Noteholder duplicate copies of: (i) a consolidated and consolidating balance sheet and income statement sheets of the Parent Company and its Subsidiaries as of at the end of such fiscal quarter, together with related and (ii) consolidated and consolidating statement of income, consolidated statements of retained earnings 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 fiscal quarter and for the portion of the Fiscal Year ending with such quarter, in each case setting forth in comparative form the figures for the corresponding period of periods in the preceding fiscal yearprior Fiscal Year and the corresponding figures for the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agentdetail, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAPGAAP applicable to periodic financial statements generally, and fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, subject to changes resulting from audit normal yearend adjustments that will not be material in amount or effect, and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by (x) a schedule providing, in form and substance reasonably satisfactory certificate of the Chief Financial Officer of the Company to the Administrative Agentforegoing effect and (y) a narrative report (in the form of management’s discussion and analysis of such operations which would comply with the disclosure 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, cash flows and financial condition of the Company and its Subsidiaries prepared for such quarter and for the period from the beginning of the then current Fiscal Year to the end of such quarter; 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 consolidating financial statements delivery by the Company to each Series A Noteholder of (A) a Quarterly Report on Form 10Q or any successor form within the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that time periods above described shall satisfy the requirements of this clause (i) are Section 6.01(b). 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 quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments notes to the financial statements delivered pursuant to clause (i) above necessary to determine included in the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.Company’s Form 10Q.

Appears in 1 contract

Sources: Purchase Agreement (Terremark Worldwide Inc)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit 84 and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 20182012), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q 10-Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

Quarterly Statements. (a) As soon as available, and but in any event within 45 days after the close end of each fiscal quarter (except the fourth fiscal quarter) of the first three fiscal quarters Guarantor, copies of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), (i) a unaudited consolidated balance sheet and income statement of the Parent Guarantor and its Subsidiaries as of at the end of such fiscal quarter, together with quarter and the related consolidated unaudited statements of retained earnings earnings, stockholders equity and cash flows for the portion of the fiscal year through such fiscal quarter (and as to the statements of earnings for such fiscal quarter, ) in each case setting forth in comparative form the figures for the corresponding period periods of the preceding previous fiscal year, all such financial information described above to be prepared in reasonable form and detail and reasonably acceptable to in accordance with GAAP applied consistently throughout the Administrative Agent, periods reflected therein and accompanied certified by a certificate of an Executive Officer the chief financial or accounting officer of the Borrower to the effect that such quarterly financial statements Guarantor as presenting fairly present in all material respects the financial condition and results of operations of the Parent Guarantor and have been prepared in accordance with GAAP, its Subsidiaries (subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole year-end adjustments); and (Bb) the Excluded JV’sas soon as available, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained but in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, any event within 45 days after the end of such each fiscal quarter (except the fourth fiscal quarter) of any Non-Team Lessee, copies of the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the unaudited consolidated balance sheet of such Non-Team Lessee and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties its Subsidiaries as of at the end of such fiscal quarterquarter and the related unaudited statements of earnings, stockholders equity and accompanied by a certificate of an Executive Officer cash flows for the portion of the Borrower fiscal year through such fiscal quarter (and as to the effect that statements of earnings for such Disclosure Statement when combined fiscal quarter) in each case setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, prepared in reasonable detail and in accordance with GAAP applied consistently throughout the Quarterly Report present in all material respects periods reflected therein and certified by the chief financial or accounting officer of such Non-Team Lessee as presenting fairly the financial condition and results of the Consolidated Parties operations of such Non-Team Lessee and have been prepared in accordance with GAAP, its Subsidiaries (subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotesyear-end adjustments).

Appears in 1 contract

Sources: Motor Vehicle Lease Agreement (Team Rental Group Inc)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31September 30, 20182010), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q 10-Q as filed with the Securities and Exchange Commission SEC (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes.

Appears in 1 contract

Sources: Second Lien Credit Agreement (Amn Healthcare Services Inc)

Quarterly Statements. As soon as available, available and in any event -------------------- within 45 days after the close end of each quarterly fiscal period in each fiscal year of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018)Borrower, (i) a consolidated balance sheet and income statement of the Parent Borrower and its Restricted Subsidiaries as of at the end of such quarterly fiscal quarter, together with period and the related consolidated statements of retained earnings operations, changes in stockholders' equity and cash flows of the Borrower and its Restricted Subsidiaries for such quarterly fiscal quarterperiod and (in the case of the second and third such quarterly fiscal period in each fiscal year) for the portion of the fiscal year ended with the last day of such quarterly fiscal period, setting forth in each case setting forth in comparative form the respective figures for the corresponding period of the preceding previous fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agentdetail, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, and certified by the principal financial officer of the Borrower as fairly presenting, in all material respects, the financial position of the companies being reported on and the results of their operations and cash flows except as to the absence of footnotes and subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes (it being understood that the ii) comparable consolidated financial statements delivered of JPF and its Subsidiaries as at the end of and for such quarterly period, prepared in the same manner as such consolidated financial statements of the Borrower and its Restricted Subsidiaries and similarly certified by the principal financial officer of JPF; provided that, (A) delivery within the time period specified -------- above (or, if later, within five days of timely filing with the Commission) of copies of JPF's Quarterly Report on Form 10-Q for any quarterly fiscal period prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of subdivision (ii) of this Section 4(a) for such period so long as such Quarterly Report contains the applicable information required by this Section 4(a), and (B) together with the consolidated financial statements of the Borrower and its Restricted Subsidiaries furnished pursuant to this Section 7.1(b)(i4(a) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agentrespect of each quarterly fiscal period, the consolidating Borrower will also furnish comparable consolidated financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of and for such fiscal quarterperiod, prepared and accompanied by a certificate of an Executive Officer certified in the same manner, of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in and all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.its Subsidiaries;

Appears in 1 contract

Sources: Credit Agreement (Jp Foodservice Inc)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 20182014), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q CHAR1\1351553v8 83 as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 20182016), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

Quarterly Statements. As soon as available, and in any event within 45 days after the close of each of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 20182006), (i) a consolidated balance sheet and income statement of the Parent as of the end of such fiscal quarter, together with related consolidated statements of retained earnings and cash flows for such fiscal quarter, in each case setting forth in comparative form figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by a schedule providing, in form and substance reasonably satisfactory to the Administrative Agent, the consolidating financial statements of (A) the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that the requirements of this clause (i) are contained in the quarterly report of the Parent for such fiscal quarter on Form 10‑Q 10-Q as filed with the Securities and Exchange Commission SEC (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments to the financial statements delivered pursuant to clause (i) above necessary to determine the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end year-end audit adjustments and the absence of footnotes.

Appears in 1 contract

Sources: Credit Agreement (Amn Healthcare Services Inc)

Quarterly Statements. As soon as available, and but in any event within 45 forty-five (45) days after the close end of each quarter, the Company shall deliver to each Noteholder and holder of the first three fiscal quarters of the Parent (beginning with the fiscal quarter of the Parent ending March 31, 2018), Warrants duplicate copies of: (i) a consolidated and consolidating balance sheet and income statement sheets of the Parent Company and its Subsidiaries as of at the end of such fiscal quarter, together with related and (ii) consolidated and consolidating statement of income, consolidated statements of retained earnings 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 fiscal quarter and for the portion of the Fiscal Year ending with such quarter, in each case setting forth in comparative form the figures for the corresponding period of periods in the preceding fiscal yearprior Fiscal Year and the corresponding figures for the consolidated plan and financial forecast for the current Fiscal Year delivered pursuant to Section 6.01(d), all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agentdetail, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such quarterly financial statements fairly present in all material respects the financial condition of the Parent and have been prepared in accordance with GAAPGAAP applicable to periodic financial statements generally, and fairly presenting, in all material respects, the financial position of the Persons being reported on and their results of operations and cash flows, subject to changes resulting from audit normal year-end adjustments that will not be material in amount or effect, and normal year‑end audit adjustments and the absence of footnotes (it being understood that the financial statements delivered pursuant to this Section 7.1(b)(i) shall be accompanied by (x) a schedule providing, in form and substance reasonably satisfactory certificate of the Chief Financial Officer of the Company to the Administrative Agentforegoing effect and (y) a narrative report (in the form of management's discussion and analysis of such operations which would comply with the disclosure requirements of the 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 quarter and for the period from the beginning of the then current Fiscal Year to the end of such quarter; 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 consolidating financial statements delivery by the Company to such Purchaser and such Holder of (A) a Quarterly Report on Form 10-Q or any successor form within the Consolidated Parties, taken as a whole and (B) the Excluded JV’s, taken as a whole) (the Lenders agree that, to the extent that time periods above described shall satisfy the requirements of this clause (i) are Section 6.01(b). 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 quarterly report of the Parent for such fiscal quarter on Form 10‑Q as filed with the Securities and Exchange Commission (the “Quarterly Report”), the obligations of the Credit Parties under this clause (i) will be satisfied by delivering to the Administrative Agent, within 45 days after the end of such fiscal quarter, the Quarterly Report) and (ii) a disclosure statement (the “Disclosure Statement”) in reasonable form and detail and reasonably acceptable to the Administrative Agent setting forth the adjustments notes to the financial statements delivered pursuant to clause (i) above necessary to determine included in the consolidated balance sheet and income statement and the related consolidated statements of retained earnings and cash flows of the Consolidated Parties as of the end of such fiscal quarter, and accompanied by a certificate of an Executive Officer of the Borrower to the effect that such Disclosure Statement when combined with the Quarterly Report present in all material respects the financial condition of the Consolidated Parties and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year‑end audit adjustments and the absence of footnotes.Company's Form 10-Q.

Appears in 1 contract

Sources: Purchase Agreement (Terremark Worldwide Inc)