Required Financial Statements Clause Samples

Required Financial Statements. (a) The Sellers and the Company shall (i) prepare and deliver, or cause to be prepared and delivered at or prior to the Closing Date, to Parent the audited carve-out financial statements of the Business required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(a) thereof for the periods specified in Rule 3-05(b) of, and otherwise prepared pursuant to, Regulation S-X under the Securities Act following receipt from Parent of written notice specifying the financial statements of the Business which are required to be filed with the SEC in accordance with such rules and regulations (such audited financial statements as specified by Parent, the “Required Carve-Out Audited Financial Statements”), and (ii) use commercially reasonable efforts to provide Parent, pursuant to and subject to Section 6.7, (A) as promptly as reasonably practicable following the date of the applicable request by Parent, such information as Parent shall reasonably request for Parent and its Subsidiaries to prepare the pro forma financial information regarding Parent and its consolidated Subsidiaries, including pro forma financial information regarding the China JV, giving effect to the Closing (including the Reorganizations), required to be filed with the SEC by Parent on a Current Report on Form 8-K in connection with the Closing pursuant to Item 9.01(b) thereof and prepared pursuant to Article 11 of Regulation S-X under the Securities Act (such pro forma financial information as specified by Parent, the “Required Pro Forma Financial Statements” and, together with the Required Carve-Out Audited Financial Statements, the “Required Financial Statements”) and (B) such other cooperation and assistance as Parent shall reasonably request in connection with the preparation of the Required Pro Forma Financial Statements. (b) The Required Financial Statements shall be prepared in all material respects (i) (A) in accordance with IFRS, as issued by the IASB, applied on a consistent basis throughout the periods covered thereby or (B) if Parent provides written notice to the Sellers and the Company that the Required Financial Statements are required to be prepared in accordance with GAAP to comply with SEC filing requirements, in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, (ii) based on the respective books and records of the Business, ISG and the TD Entities that are in the possession...

Required Financial Statements. With respect to the determination of the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) made on or prior to the date on which Required Financial Statements have been delivered for the fiscal quarter ended March 31, 2018, such calculation will be determined for the period of four consecutive fiscal quarters ended December 31, 2017, and calculated on a Pro Forma Basis.

Required Financial Statements. In the event that the Closing occurs, Bridgelink covenants and agrees that, within 70 days of the Closing Date, Bridgelink shall provide to Bitech audited financial statements for Emergen and related auditor reports thereon from a Public Company Accounting Oversight Board-registered auditor, which consents to the inclusion of its statements in SEC public filings, for each of the two (2) most recently ended fiscal years and any other period audited or unaudited but reviewed financials are required to be included in the SEC Reports following the Closing pursuant to applicable Law, and unaudited statements for any other required interim periods.

Required Financial Statements. With respect to the determination of the Senior Secured First Lien Net Leverage Ratio (as defined in the Term Loan Facility as in effect on the Amendment No. 4 Effective Date), the Total Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, or under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) made on or prior to the date on which Required Financial Statements have been delivered for the first fiscal quarter ending after the Closing Date, such calculation will be determined for the period of four consecutive fiscal quarters most recently ended prior to the Closing Date, and calculated on a Pro Forma Basis. Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Senior Secured First Lien Net Leverage Ratio, the Total Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio or under any other applicable provision of the Loan Documents (including the definition of Immaterial Subsidiary) shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

Required Financial Statements. In connection with the Buyer IPO, the Sellers shall cause the Company to deliver to the Buyer: (i) by a date which shall be not later than September 30, 2014, the audited balance sheet, statement of operations, statement of cash flows and statement of stockholders equity of the Company as at December 31, 2012 and December 31, 2013 and for the two fiscal years the ended (the “2012 and 2013 Financial Statements”); (ii) if required under Regulation D and Regulation S-X, as promulgated under the United States Securities Act of 1933, as amended, following the date of this Agreement, the audited balance sheet, statement of operations, statement of cash flows and statement of stockholders equity of the Company as at December 31, 2014 and for the fiscal year the ended (the “2014 Financial Statement” and together with the 2012 and 2013 Financial Statements, the “Audited Financial Statements”); and (iii) the comparative unaudited financial statements of the Company for the comparative nine month periods ended September 30, 2013 and September 30, 2014 (the “Unaudited Financial Statements”), which Unaudited Financial Statements shall be updated by the Company to a date which shall be 45 days prior to the effective date of the Registration Statement The Audited Financial Statements and the Unaudited Financial Statements are collectively referred to in this Agreement as the “Required Financial Statements”). Such Required Financial Statements shall include a balance sheet, statement of income and statement of cash flows and the Audited Financial Statements shall be accompanied by the audit report of an accounting firm that is qualified to audit financial statements of United States publicly traded companies.

Required Financial Statements. Ultimate Parent and Parent shall have received the Required Financial Statements, as set forth in

Required Financial Statements. Notwithstanding any other provision in this Agreement, in the event there is no Pre-Paid Advance outstanding, the Company will not be required to file an initial Registration Statement by the Filing Deadline unless it has received the Required Financial Statements at least 10 business days prior to the Filing Deadline. In the event there is a Pre-Paid Advance outstanding, the Company acknowledges and agrees that it will file the initial Registration Statement pursuant to Section 1(c) herein.

Required Financial Statements. The required statements are the consolidated statements of net position; the consolidated statements of revenues, expenses, and changes in fund net position; and the consolidated statements of cash flows. These statements offer short and long-term financial information about System activities. In accordance with GASB Statement No. 84, Fiduciary Activities, the required statements also include the statements of net position and statements of changes in net position of the Pension Trust Fund for the frozen retirement plan of former Cape Coral Medical Center, Inc. employees. The consolidated statements of net position reflect all of the System’s assets, liabilities, deferred inflows and outflows of resources, and net position and provide information about the nature and amounts of investments in resources (assets) and the obligations to creditors (liabilities). Assets, liabilities, and deferred activity are presented in a classified format, which distinguishes between their current and long-term time frame. The difference between the assets plus deferred outflows of resources and liabilities plus deferred inflows of resources is reported as net position. The consolidated statements of revenues, expenses, and changes in fund net position present the change in net position resulting from revenues earned and expenses incurred. All changes in fund net position are reported as revenues are earned and expenses are incurred, regardless of the timing of related cash flows. The consolidated statements of cash flows report cash receipts, cash payments, and net changes in cash resulting from operating, financing (capital and non-capital), and investing activities. The purpose of the statements is to reflect the key sources and uses of cash during the reporting period. Effective October 1, 2021, the System adopted GASB Statement No. 96, Subscription-Based Information Technology Arrangements (GASB 96) and adjusted its consolidated financial statements as of and for the year ended September 30, 2022 (see Note 1 to the consolidated financial statements). GASB 96 establishes a single model to account for subscription-based information technology arrangements (SBITAs) based on the foundational principle that the SBITAs are financings of the right to use an underlying information technology asset. Under GASB 96, the System was required to recognize a subscription liability and an intangible right-of-use subscription asset for each SBITA.

Required Financial Statements. Sellers shall have delivered the Super 8-K Financial Statements to Buyer.