Access to Financial Statements Sample Clauses

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Access to Financial Statements. For two years from the Closing Date, if necessary for Buyers to obtain financing, Seller shall allow Buyers or Buyers' designee to audit Seller's financial statements and accounting records for the period of January 1, 1995 through the Closing Date. Buyers shall assume any costs of such audit.
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Access to Financial Statements. AWS shall prepare, by no later than December 6, 2004 (if the First Closing occurs before November 1, 2004, or if the First Closing occurs on or after November 1, 2004, such later date agreed upon by the parties), the following financial statements for the Multi-Area Business: (i) unaudited balance sheets as of December 31, 2002 and 2003 and September 30, 2004 and unaudited statements of income and cash flows for the years ended December 31, 2001, 2002 and 2003 and the nine months ended September 30, 2004 (the “
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Access to Financial Statements. After the Closing Date, IEI, IEI Canada and JFJ (the latter two parties on behalf of the Joint Venture) will afford to the other party's officers and authorized representatives full access to the financial books, and records of the other party in order that each party may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of IEI, IEI Canada or the Joint Venture and will furnish the other party with such additional financial information as each party shall from time to time reasonably request. All financial information will be prepared in accordance with generally accepted accounting principles.
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Access to Financial Statements. The Company hereby acknowledges that each member of the Board of Directors shall have access to all financial statements prepared by the Company, including without limitation any quarterly or monthly financial statements prepared by the Company, as well as the Company's books and records and any business plans of the Company and forecasts of the Company's projected costs, revenues income, and capital requirements. The Company further acknowledges that for so long as CPK has a right to designate a member of the Board of Directors pursuant to Section 7.1(d), CPK's representatives authorized by such member shall have the same access to the Company's financial statements, business plans and forecasts of the Company's projected costs, revenues income and capital requirements, as such member pursuant to the first sentence of this Section 10.2.
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Access to Financial Statements. In the event that the Company determines that it is required to provide financial statements related to the contribution of the Contributed Assets in order to comply with federal or state securities law requirements, Trader shall furnish, or cause to be furnished, to the Company such access to Trader personnel, accountants and information as the Company may reasonably request in order to prepare audited financial statements (including a balance sheet and statements of income and cash flows) related to the business represented by the Contributed Assets for such fiscal year periods and unaudited financial statements for all interim periods as may be specified under applicable provisions of Rules 3-01 and 3-02 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC"). In connection with the foregoing, Trader agrees to provide the Company and its representatives and auditors with reasonable access during normal business hours to Trader's financial and accounting records. In addition, Trader shall direct its independent certified public accountants to cooperate with the Company for purposes of compiling all available financial information that is requested by the Company or the Company's accountants (and to assist the Company in its efforts to develop such information) and that is required in order to comply with federal or state securities law requirements. The Company shall pay or absorb all fees, costs and expenses related to Trader's compliance with the foregoing covenants including, without limitation, the fees, costs and expenses of any accountants engaged by the Company to audit the financial statements and the fees, costs and expenses of Trader's accountants. Notwithstanding anything to the contrary set forth herein, the Company shall use its best efforts to limit the necessity for such financial statements and scope thereof (e.g., the Company shall solicit opinions concerning the applicability of the SEC S-X rules, the time periods required to be covered, if any, and the propriety of using limited special purpose reports in lieu of full financial statements) and to limit the disruption caused to Trader's business by such audit. Trader shall have no liability to the Company if the SEC declines to permit the Company to include in its securities filings the statements/reports that are prepared. Trader also hereby disclaims any liability to third parties arising out of the Company's use of any such statements/reports in securities...
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Access to Financial Statements. During the period from the date hereof through the date that all payments and obligations under the Notes have been satisfied (the “Note Period”), upon the written request of the Sellers, the Company shall provide to the Sellers, within fifteen (15) days of such request, (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries for the immediately preceding quarter, and the related unaudited statements of operations and cash flows, respectively, for such quarter, and (ii) the most recent audited consolidated balance sheet of the Company and its Subsidiaries and the related statements of income, changes in equity and cash flows for such audit period.
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Access to Financial Statements. Once every twelve months, SEA, LLC and PeopleSoft shall provide the Parties with updated and audited financial statements for its company.
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Access to Financial Statements. The Company will provide the following financial information relating to the Company and its Subsidiaries to the Shareholders: (i) as soon as available after the end of each fiscal year, a true and complete copy of the consolidated balance sheet and the related consolidated statements of operations, shareholders' equity and cash flows of the Company and its Subsidiaries as of and for the fiscal year then ended, together with the notes relating thereto, prepared in accordance with generally accepted accounting principles consistently applied and accompanied by a report thereon by independent public accountants; and (ii) as soon as available after the end of each of the first three fiscal quarters of each fiscal year, a true and complete copy of the consolidated balance sheet and related consolidated statements of operations, shareholders' equity and cash flows of the Company and its Subsidiaries as of and for the period then ended, prepared in accordance with generally accepted accounting principles consistently applied, subject only to normal year-end audit adjustments.
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Related to Access to Financial Statements

  • Reports; Financial Statements (a) Since January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. (b) The audited and unaudited consolidated financial statements (including, as applicable, the related notes thereto) of the Company included (or incorporated by reference) in the Company SEC Reports (i) have been prepared from, are in accordance with, and accurately reflect the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, the “Financial Statements”) applied on a consistent basis throughout the periods involved, (iii) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the consolidated income, stockholders equity, results of operations and changes in consolidated financial position or cash flows for the periods presented therein (subject, in the case of the unaudited financial statements, to the absence of footnotes and normal year-end audit adjustments) and (iv) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The Company has designed and maintains a system of internal controls over financial reporting (as defined in Rules 13a-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Since January 1, 2014, to the Knowledge of the Company, neither the Company nor the Company’s auditor have, identified or been made aware of (i) any existing “significant deficiencies” or “material weaknesses” (as defined by the Public Company Accounting Oversight Board) not otherwise remedied in the design or operation of the internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The Company has designed and maintains disclosure controls and procedures (as defined in Rule 13a-15 of the Exchange Act) sufficient to provide reasonable assurance that information required to be disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. (d) To the Knowledge of the Company, since January 1, 2014, no employee of the Company or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the violation of any applicable Law of the type described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, has discharged, demoted or suspended an employee of the Company or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • Financial Statements, Reports, etc Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders): (a) within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2016), a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal year and the consolidated results of their operations during such year and setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be accompanied by customary management’s discussion and analysis and audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope of audit or as to the status of the Borrower or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the Borrower of annual reports on Form 10-K of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein); (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending June 30, 2016), a consolidated balance sheet and related statements of operations and cash flows showing the financial position of the Borrower and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and, starting with the fiscal quarter ending September 30, 2016, setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail, which consolidated balance sheet and related statements of operations and cash flows shall be accompanied by customary management’s discussion and analysis and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Financial Officer of the Borrower on behalf of the Borrower as fairly presenting, in all material respects, the financial position and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that the delivery by the Borrower of quarterly reports on Form 10-Q of the Borrower and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the extent such quarterly reports include the information specified herein);

  • Interim Financial Statements The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2012 and the related unaudited consolidated statements of income and cash flows for the six months then ended fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end audit adjustments).

  • Financial Statements (a) The Company has delivered to the Purchaser or its Representatives the following financial statements (collectively, the "Company Financial Statements"): (a) the audited balance sheets of the Company as of December 31, 2003 and December 31, 2002 and the related audited statements of income and cash flows for the years ended December 31, 2003 and December 31, 2002; and (b) the unaudited consolidated balance sheet (the "Company Unaudited Balance Sheet") of the Company as of December 31, 2004 (the "Balance Sheet Date") and the related unaudited statement of income and cash flows for the period then ended. The Company Financial Statements are accurate and complete in all material respects, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered except as noted therein and present fairly in all material respects the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby; provided, that, the unaudited financial statements are subject to year-end audit adjustments (which will not be material either individually or in the aggregate) and do not contain all footnotes required under generally accepted accounting principles. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability. The Company has delivered to Purchaser or its Representatives accurate and complete copies of, all written descriptions of, and all policies, manuals and other documents promulgating, any internal accounting controls which have been adopted and implemented by the Company and are presently in effect. The Company has not entered into any securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K under the Exchange Act) since September 1, 2001.