Common use of Annual Audited Financial Statements Clause in Contracts

Annual Audited Financial Statements. As soon as available, and in any event within one hundred twenty (120) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each Fiscal Year (and in the case of the Restricted Subsidiaries in the form required under the Project Financing Documents), (i) the audited consolidated balance sheets of Sponsor and its Subsidiaries and the audited balance sheets of Borrowers (on a combined basis for Borrowers) as at the end of such Fiscal Year, (ii) the related audited statements of income and cash flows for such Fiscal Year setting forth in each case, in comparative form the corresponding figures for the previous Fiscal Year in reasonable detail and in accordance with GAAP, and (iii) with respect to any Fiscal Quarter during which a Subject Transaction is made, calculations of the audited balance sheets and related audited statements of income and cash flows pursuant to clauses (i) and (ii) of this Section 5.1(b) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the financial statements of Borrowers and the Restricted Subsidiaries, which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such Fiscal Year (and assuming that such Indebtedness bears interest during any portion of the applicable Fiscal Year prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period);

Annual Audited Financial Statements. As soon as available, and in any event within one hundred twenty (120) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each Fiscal Year (and in the case of the Restricted Subsidiaries in the form required under the Project Financing Documents), (i) the audited consolidated balance sheets of Sponsor and its Subsidiaries and the audited balance sheets of Borrowers (on a consolidated basis for each Borrower and on a combined basis for Borrowers) as at the end of such Fiscal Year, (ii) the related audited statements of income and cash flows for such Fiscal Year setting forth in each case, in comparative form the corresponding figures for the previous Fiscal Year in reasonable detail and in accordance with GAAP, and (iii) with respect to any Fiscal Quarter during which a Subject Transaction is made, calculations of the audited balance sheets and related audited statements of income and cash flows pursuant to clauses (i) and (ii) of this Section 5.1(b) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the financial statements of Borrowers and the Restricted Subsidiaries, which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such Fiscal Year (and assuming that such Indebtedness bears interest during any portion of the applicable Fiscal Year prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period);

Annual Audited Financial Statements. As soon as available, and in any event within one hundred twenty (120) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each Fiscal Year (and in the case of the Restricted Subsidiaries in the form required under the Project Financing Documents), (i) the audited consolidated balance sheets of Sponsor and its Subsidiaries and the audited balance sheets of Borrowers (on a consolidated basis for each Borrower and on a combined basis for Borrowers) and, to the extent required to be delivered under the Project Financing Documents, the Restricted Operating Company Subsidiaries (in the form required under such Project Financing Documents) as at the end of such Fiscal Year, (ii) the related audited statements of income and cash flows for such Fiscal Year setting forth in each case, in comparative form the corresponding figures for the previous Fiscal Year in reasonable detail and in accordance with GAAP, and (iii) with respect to any Fiscal Quarter during which a Subject Transaction is made, calculations of the audited balance sheets and related audited statements of income and cash flows pursuant to clauses (i) and (ii) of this Section 5.1(b) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the financial statements of Borrowers and the Restricted Subsidiaries, which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such Fiscal Year (and assuming that such Indebtedness bears interest during any portion of the applicable Fiscal Year prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period);

Annual Audited Financial Statements. As soon as available, available and in ----------------------------------- any event within one hundred twenty (120) 90 days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each Fiscal Year (and in the case Year, a copy of the Restricted Subsidiaries in audited Financial Statements as of the form required under the Project Financing Documents), (i) the audited consolidated balance sheets close of Sponsor such Fiscal Year and its Subsidiaries and the audited balance sheets of Borrowers (on a combined basis for Borrowers) as at the end of such Fiscal Year, (ii) together with a comparison to the related audited statements of income and cash flows for such Fiscal Year setting forth in each case, in comparative form the corresponding figures Financial Statements for the previous prior Fiscal Year in reasonable detail and in accordance with GAAP, and (iii) with respect to any Fiscal Quarter during which a Subject Transaction is made, calculations of the audited balance sheets and related audited statements of income and cash flows pursuant to clauses (i) and (ii) of this Section 5.1(b) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impactYear, in each case determined on accompanied by (A) a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff report thereon of the SEC) using the historical auditors with respect thereto, unqualified as to scope, which report shall state that such consolidated financial statements fairly present the consolidated financial position of the Borrower and its consolidated Subsidiaries as at the date indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP (except as otherwise stated therein) and that the examination by such auditors has been made in accordance with generally accepted auditing standards, (B) such auditors' "Management Letter" to the Parent and/or the Borrower, (C) a written statement signed by such auditors stating that in the course of the regular audit of the business of the Parent and of the Borrower, which audit was conducted by such auditors in accordance with generally accepted auditing standards, such auditors have not obtained any knowledge of the existence of any business so acquired Default or to be acquired Event of Default, or, if such auditors shall have obtained from such examination any such knowledge, they shall disclose in such written statement the existence of the Default or sold or to be sold Event of Default and the financial statements nature thereof, it being understood that such auditors shall not be required hereunder to perform any special audit procedures and shall have no liability, directly or indirectly, to anyone for failure to obtain knowledge of Borrowers and any such Default or Event of Default. To the Restricted Subsidiariesextent that the Borrower's annual report on Form 10-K contains any of the foregoing items, which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid the Lenders will accept the Borrower's Form 10-K in connection therewith, had been consummated or incurred or repaid at the beginning lieu of such Fiscal Year (and assuming that such Indebtedness bears interest during any portion of the applicable Fiscal Year prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period);items.

Annual Audited Financial Statements. As soon as available, Furnish Agent and in any event Lenders and Term Lender within one hundred twenty (120) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each Fiscal Year fiscal year of Loan Parties annual information that would be required to be contained in a filing with the SEC on Form 10-K if Borrower was required to file such form, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of the Loan Parties on a Consolidated Basis (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the case financial condition and results of operations of Borrower and its Restricted Subsidiaries (as that term is defined in the Senior Note Indenture) separate from the financial condition and results of operations of the Restricted Unrestricted Subsidiaries (as that term is defined in the form required under Senior Note Indenture) of the Project Financing DocumentsBorrower, if any), audited by an independent public accounting firm selected by Loan Parties and satisfactory to Agent (the “Accountants”). The report of the Accountants shall be accompanied by a statement of the Accountants certifying that (i) they have caused the audited consolidated balance sheets of Sponsor and its Subsidiaries and the audited balance sheets of Borrowers (on a combined basis for Borrowers) as at the end of such Fiscal YearAgreement to be reviewed, (ii) the related audited statements of income and cash flows for such Fiscal Year setting forth in each case, in comparative form the corresponding figures for the previous Fiscal Year in reasonable detail and in accordance with GAAP, and (iii) with respect to any Fiscal Quarter during which a Subject Transaction is made, calculations of the audited balance sheets and related audited statements of income and cash flows pursuant to clauses (i) and (ii) in making the examination upon which such report was based either no information came to their attention which to their knowledge constituted an Event of Default or a Default under this Agreement or any related agreement or, if such information came to their attention, specifying any such Default or Event of Default, its nature, when it occurred and whether it is continuing, and such report shall contain or have appended thereto calculations which set forth Loan Parties’ compliance with the requirements or restrictions imposed by Section 5.1(b) 6.8. In addition, the reports shall be accompanied by a certificate of Borrower’s Chief Financial Officer which shall state that, based on an examination sufficient to permit him to make an informed statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by Loan Parties with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the financial statements of Borrowers and the Restricted Subsidiaries, which shall be reformulated as if such Subject Transactionevent, and any Indebtedness incurred such certificate shall have appended thereto calculations which set forth Loan Parties’ compliance with the requirements or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such Fiscal Year (and assuming that such Indebtedness bears interest during any portion of the applicable Fiscal Year prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period);restrictions imposed by Section 6.8.

Annual Audited Financial Statements. As soon as available, and in any event within one hundred twenty Within ninety (12090) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each Fiscal Year (and in the case of the Restricted Subsidiaries in the form required under the Project Financing Documents)Year, (i) the audited consolidated and consolidating balance sheets of Sponsor the Company and its Subsidiaries and the audited balance sheets of Borrowers (on a combined basis for Borrowers) as at the end of such Fiscal Yearyear, and (ii) the related audited consolidated and consolidating statements of income income, shareholders’ equity and cash flows for such Fiscal Year Year, setting forth in each case, in comparative form the corresponding with respect to such financial statements figures for the previous Fiscal Year Year, all in reasonable detail detail, together with the opinion thereon of independent public accountants selected by the Company and reasonably satisfactory to the Purchaser (it being understood that the current accountants of the Company are satisfactory to the Purchaser), which opinion shall be unqualified and shall state that such financial statements have been prepared in accordance with GAAP, and (iii) with respect to any Fiscal Quarter during which a Subject Transaction is made, calculations of the audited balance sheets and related audited statements of income and cash flows pursuant to clauses (i) and (ii) of this Section 5.1(b) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined GAAP applied on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff that of the SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the financial statements of Borrowers and the Restricted Subsidiariespreceding Fiscal Year (except for changes, if any, which shall be reformulated as if specified and approved by the Purchaser in advance of the delivery of such Subject Transaction, opinion) and any Indebtedness incurred or repaid that the audit by such accountants in connection therewithwith such financial statements has been made in accordance with generally accepted auditing standards; provided, had been consummated or incurred or repaid however, that such accountants’ certification may be limited to the consolidated financial statements, in which case the consolidating financial statements shall be certified by the Chief Financial Officer of the Company; provided further, however, that the Company shall not be required to furnish to the Purchaser the information set forth in this clause (a) if the Company is required to file with the SEC, at the beginning of time such Fiscal Year information is required to be furnished to the Purchaser under this clause (a), the information, documents and assuming that such Indebtedness bears interest during any portion other reports required to be filed with the SEC pursuant to Section 13, 14 or 15(d) of the applicable Fiscal Year prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period)Exchange Act;

Annual Audited Financial Statements. As soon as available, and in any event within one hundred twenty (120) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each Fiscal Year (and in the case of the Restricted Subsidiaries in the form required under the Project Financing DocumentsDocumentsprovided that such one hundred twenty (120) day period shall instead be one hundred fifty (150) days for the first Fiscal Year ended after the consummation of the CPPIB/Riverstone Acquisition), (i) the audited consolidated balance sheets of Sponsor and its itsthe Borrowers and their Subsidiaries and the audited balance sheets of Borrowers (on a combined basis for Borrowers) as at the end of such Fiscal Year, and (ii) the related audited consolidated statements of income and cash flows for such Fiscal Year setting forth in each case, in comparative form the corresponding figures for the previous Fiscal Year in reasonable detail and in accordance with GAAP, and (iii) with respect to any Fiscal Quarter during which a Subject Transaction is made, calculations of the audited balance sheets and related audited statements of income and cash flows pursuant to clauses (i) and (ii) of this Section 5.1(b) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the financial statements of Borrowers and the Restricted Subsidiaries, which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such Fiscal Year (and assuming that such Indebtedness bears interest during any portion of the applicable Fiscal Year prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period);; provided that such comparatives shall not be required for the first Fiscal Year following an election to provide the financial statements of New US Xxxxx in place of the Borrowers;

Annual Audited Financial Statements. As soon as available, and but in any event within one hundred twenty (120i) in accordance with then applicable law and not later than 120 days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each its Fiscal Year (and in the case of the Restricted Subsidiaries in the form required under the Project Financing Documents)Year, (i) the Endeavour International will deliver its audited consolidated balance sheets sheet and related statements of Sponsor income, stockholders' equity and its Subsidiaries and the audited balance sheets cash flows of Borrowers (on a combined basis for Borrowers) each, as at of the end of such Fiscal Year, (ii) the related audited statements of income and cash flows for such Fiscal Year year, setting forth in each case, case in comparative form the corresponding figures for the previous Fiscal Year Year, all reported on by independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in reasonable detail all material respects the financial condition and results of operations of Endeavour International, and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, together with a certification from a Financial Officer as to the Capital Expenditures and (iii) with respect to any the Exploration Capital Expenditures for such Fiscal Quarter during which a Subject Transaction is made, calculations of the audited balance sheets and related audited statements of income and cash flows pursuant to clauses (i) Year; and (ii) in accordance with then applicable law and not later than October 31st of this Section 5.1(b) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out each year, each of events which are directly attributable to a specific transactionEndeavour UK and Talisman will deliver its audited consolidated balance sheet and related statements of income, are factually supportable stockholders' equity and are expected to have a continuing impactcash flows of each, as of the end of and for the previous year, setting forth in each case determined in comparative form the figures for the previous Fiscal Year, all reported on by independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of each of Endeavour UK and Talisman, and their respective Consolidated Subsidiaries on a consolidated basis consistent in accordance with Article 11 IFRS consistently applied, together with a certification from the Financial Officer of Regulation S-X promulgated under the Securities Act and each as interpreted by the staff of the SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold their respective Capital Expenditures and the financial statements of Borrowers and the Restricted Subsidiaries, which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of Exploration Capital Expenditures for such Fiscal Year (and assuming that such Indebtedness bears interest during any portion of the applicable Fiscal Year prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period);Year.

Annual Audited Financial Statements. As soon as available, and but in any event event, within one hundred twenty ninety (12090) days (or earlier as may be required for the filing of Sponsor’s financial statements by the SEC) after the end of each Fiscal Year (Year, audited Financial Statements for Borrower and in the case its Subsidiaries on a consolidated basis, consisting of a balance sheet as of the Restricted Subsidiaries last day of the Fiscal Year and statements of income and cash flows, setting forth in comparative form in each case the form required under figures for the Project Financing Documents)previous Fiscal Year, which Financial Statements shall be prepared in accordance with GAAP and certified without qualification, by an independent certified public accounting firm of national standing or otherwise acceptable to the Required Lenders. Such Financial Statements shall be accompanied by (i) a reconciliation of the audited consolidated balance sheets Compliance Certificate (as defined below) previously delivered in connection with the Financial Statements for December of Sponsor each year, (ii) a report from such accounting firm to the effect that, in connection with their audit examination, nothing has come to their attention to cause them to believe that a Default or an Event of Default has occurred with respect to the financial covenants (or specifying those Defaults and Events of Default that they became aware of), it being understood that such audit examination extended only to accounting matters and that no special investigation was made with respect to the existence of Defaults or Events of Default and whether in their opinion the calculations set forth in the Compliance Certificate to the extent derived from data contained in the accounting records of the Borrower and its Consolidated Subsidiaries, have been determined in accordance with relevant provisions of this Credit Agreement, (iii) the annual letters to such accountants in connection with their audit examination detailing contingent liabilities and material litigation matters, and (iv) the Compliance Certificate of the Chief Executive Officer or Chief Financial Officer of the Borrower in substantially the form of Exhibit K hereto (a "Compliance Certificate"), stating, among other things, that all such Financial Statements present fairly in all material respects, in accordance with GAAP, the financial position, results of operations and statements of cash flows of the Borrower and its Subsidiaries and the audited balance sheets of Borrowers (on a combined basis for Borrowers) consolidated and consolidating basis, as the case may be, as at the end of such Fiscal YearYear and for the period then ended, (ii) that there was no Event of Default in existence as of such time or, if an Event of Default has occurred and is continuing, describing the related audited statements nature thereof and all efforts undertaken to cure such Event of income Default and cash flows for such Fiscal Year setting forth in each casedemonstrating, in comparative form the corresponding figures for the previous Fiscal Year in reasonable detail and in accordance with GAAPdetail, and (iii) with respect appropriate calculations and computations in all respects satisfactory to any Fiscal Quarter during which a Subject Transaction is made, calculations the Required Lenders compliance with the provisions of Sections 6.9 through 6.12 hereof and including the audited balance sheets and related audited statements amount of income and cash flows Consolidated Capital Expenditures made pursuant to clauses (i) and (ii) of this Section 5.1(b) with respect to such Fiscal Quarter made on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the SEC) using the historical financial statements of any business so acquired or to be acquired or sold or to be sold and the financial statements of Borrowers and the Restricted Subsidiaries, which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such Fiscal Year (and assuming that such Indebtedness bears interest during any portion of the applicable Fiscal Year prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period);6.9 hereof.