Audited Financial Statements of the Company Sample Clauses

Audited Financial Statements of the Company. The Company shall deliver ------------------------------------------- to the Providers, within ten Business Days after the filing of its Form 10-K with the Commission, income statements for such fiscal year, balance sheets as of the end of such fiscal year and statements of cash flows for such fiscal year, together with such notes thereto as are appropriate, prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by the independent public accountants of the Company. The parties hereto agree that delivery of the Company's Form 10-K will satisfy such information requirements, as long as the information required under this paragraph is contained in such Form 10-K. Notwithstanding the foregoing, in the event that the Company is no longer a publicly held company, the Company shall deliver the information required under this paragraph within 90 days of the end of such fiscal year.
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Audited Financial Statements of the Company in the event that the Company shall cease to be a Wholly-Owned Subsidiary of the Parent Guarantor, then, within the time period provided in Section 7.1(b) above, the Company shall deliver to each holder of Notes that is an Institutional Investor, financial statements of the character and for the dates and periods as in said Sections 7.1(b), but covering the Company and its Subsidiaries (on a consolidated basis), and accompanied by an opinion thereon (without a Roanoke Gas Company Private Shelf Agreementgoing concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements of the Company present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, provided that the delivery within the time period specified in Section 7.1(b) above of the Company’s Form 10K, if applicable, for such fiscal year (together with the Company’s annual report to shareholders, if any, prepared pursuant to Rule 14a3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(c);
Audited Financial Statements of the Company. Continental shall have provided such audited financial statements for such periods, in such form as may be required by the applicable regulatory authorities in connection with the consummation of the Contemplated Transactions, together with any other audited financial statements (as necessary) of Continental up to and including the Closing Date as may be required by the applicable regulatory authorities, with all costs of all such audits and financial statements to be paid by Continental.
Audited Financial Statements of the Company. (a)At least five (5) days prior to the Closing Date in the case of the 1997 and 1998 below-described financial statements and within sixty (60) days after the Closing in the case of the 1999 below-described financial statements, Sellers shall cause to be provided to Buyer the following audited financial statements of the Company, as prepared in accordance with generally accepted accounting principles consistently applied: (i)balance sheets of the Company as of September 30, 1998 and September 30, 1999, (ii) statements of income of the Company for the years ended September 30, 1997, September 30, 1998 and September 30, 1999, (iii) statements of cash flows of the Company for the years ended September 30, 1997, September 30, 1998 and September 30, 1999, (iv) statements of shareholders equity at September 30, 1997, September 30, 1998 and September 30, 1999, and (v) all related footnotes to the foregoing financial statements. The foregoing financial statements shall be prepared at Buyer's expense; provided, however, that Sellers shall pay the costs of the audit of the year-end September 30, 1999 financial statements except that, to the extent that the costs incurred in connection with the audit of the Company's fiscal year-end financial statements as of September 30, 1999, exceed the costs normally incurred by ESCO in the audit of its fiscal year-end financial statements which are attributable to the Company, Buyer and Sellers shall share such excess costs equally. (b)Payment shall be made by Buyer to Sellers within five days of submission by Sellers to Buyer of an invoice for Third Party charges which are billed to Sellers with respect to the costs associated with paragraph (a) above. 7.17.
Audited Financial Statements of the Company. At the Closing Date, the Company shall deliver to Parent audited financial statements (including the notes thereto) of the Company for the years ended December 31, 2009 and 2010 (the “Audited Financial Statements”). The Audited Financial Statements shall be prepared in accordance with GAAP (except as may be indicated in the notes thereto) on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods indicated therein, and be substantially consistent with the unaudited financial statements set forth in Sections 4.7(a) and (b).
Audited Financial Statements of the Company. At closing the Company shall deliver to Parent the Audited Financial Statements in accordance with Section 5.17 of this Agreement.
Audited Financial Statements of the Company. As soon as practicable following the date of this Agreement, the Company shall deliver to Buyer audited financial statements (including the notes thereto) of the Company for the years ended December 31, 2010 and 2011 (the “Audited Financial Statements”). The Audited Financial Statements shall be prepared in accordance with GAAP and Regulation SX under the Securities Act (except as may be indicated in the notes thereto) on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto), present fairly in all material respects the consolidated financial position, results of operations and cash flows of the Company as of the respective dates thereof and for the respective periods covered thereby.
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Audited Financial Statements of the Company. (a) Not later than one hundred twenty (120) days following the end of each Fiscal Year of the Company, commencing with the Fiscal Year ended December 31, 2004, the Company shall furnish to the Lender, in form and substance satisfactory to the Lender, complete unaudited consolidating and audited consolidated financial statements for the Company for such Fiscal Year, accompanied by unaudited supporting schedules with respect to each of CMI and CHSI, certified, in the case of the audited consolidated financial statements, by Ernst & Young LLP or another independent certified public accountant acceptable to the Lender, accompanied by a certificate from such accountant, stating that in examining the Company’s books and records for such period, such accountant has obtained no knowledge of breaches of Sections 8.12, 8.13 or 8.14.
Audited Financial Statements of the Company. Upon the Closing, the Company shall use its best efforts to have the Company's financial statements audited by a "Big Five" or such other independent public accounting firm as Greenwich may consent to. Further, the Company shall not effect a change in its independent public accounting firm to other than a "Big Five" firm for a two (2) year period following the Closing.

Related to Audited Financial Statements of the Company

  • Financial Statements of the Company The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to therein.

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Unaudited Financial Statements The School shall prepare and submit its unaudited annual financial statements to the Commission by September 15 of the subsequent fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances.

  • Parent Financial Statements The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if amended, as of the date of the last such amendment filed prior to the date of this Agreement) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

  • Audited Financials The consolidated ------------------- ------------------ balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2000 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Borrower nor any of its consolidated Subsidiaries had, as of December 31, 2000, any material Contingent Obligation, liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Hedge Agreement, which is not reflected in the financial statements contained in the Borrower's Annual Report on Form 10-K for the period ended December 31, 2000 or the notes thereto.

  • Annual Audited Financial Statements As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;

  • Historical Financial Statements The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither Holdings nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings and any of its Subsidiaries taken as a whole.

  • 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).

  • 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 Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx 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.

  • Annual Financial Statements Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

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