Annual Financial Statements and Information. As soon as available, but in any event not later than the earlier of (a) the date such deliverables are required (if at all) by the Securities and Exchange Commission and (b) one hundred twenty (120) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related audited consolidated statement of operations for such fiscal year and for the previous fiscal year, the related audited consolidated statements of cash flow and stockholders’ equity for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion of Deloitte & Touche, LLP, or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, together with a statement of such accountants (unless the giving of such statement is contrary to accounting practice for the continuing independence of such accountant) that in connection with their audit, nothing came to their attention that caused them to believe that the Borrower was not in compliance with Sections 7.5 and 7.6 hereof insofar as they relate to accounting matters; provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 7.5 and 7.6, a statement of reconciliation conforming such financial statements to GAAP.
Annual Financial Statements and Information. Within ninety (90) days after the end of each fiscal year of the Borrower, a copy of the Form 10-K of the Borrower for such year, and, to the extent not contained therein, the audited consolidated and consolidating balance sheets of the Borrower and the Restricted Subsidiaries, and of the Unrestricted Subsidiaries on a stand-alone basis, as of the end of such fiscal year and the related audited consolidated and consolidating statements of operations of the Borrower and the Restricted Subsidiaries, and of the Unrestricted Subsidiaries on a stand-alone basis, for such fiscal year and for the previous fiscal year, the related audited consolidated and consolidating statements of cash flow and stockholders' equity of the Borrower and the Restricted Subsidiaries, and of the Unrestricted Subsidiaries on a stand-alone basis, for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion of independent certified public accountants of recognized national standing acceptable to the Administrative Agent, together with a statement of such accountants that in connection with their audit, nothing came to their attention that caused them to believe that the Borrower was not in compliance with or was otherwise in Default under the terms, covenants, provisions or conditions of Articles 7 and 8 hereof insofar as they relate to accounting or financial matters.
Annual Financial Statements and Information. Within ninety ------------------------------------------- (90) days after the end of each fiscal year of the Borrowers, the audited consolidated balance sheet of the Borrowers and the Restricted Subsidiaries (and unaudited consolidating balance sheet of the Borrowers and the Unrestricted Subsidiaries) as of the end of such fiscal year and the related audited consolidated and unaudited consolidating statements of operations for such fiscal year and for the previous fiscal year, the related audited consolidated statements of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion of Deloitte & Touche, LLP, or other independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent, which shall be in scope and substance reasonably satisfactory to the Administrative Agent, together with a statement of such accountants that in connection with their audit, nothing came to their attention that caused them to believe that the Borrowers were not in compliance with the terms, covenants, provisions or conditions of Sections 7.8, 7.9, 7.10, 7.11 and 7.12 hereof insofar as they relate to accounting matters.
Annual Financial Statements and Information. The Borrower shall deliver to the Administrative Agent (and the Administrative Agent shall deliver to each of the Lenders) within ninety (90) days after the end of each fiscal year of the Borrower (or, so long as the Borrower shall be subject to periodic reporting obligations under the SEC, by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such year and the related audited consolidated income statement, audited consolidated statement of shareholders equity and audited consolidated statement of cash flows for such fiscal year. Such financial statements shall (i) set forth in comparative form the figures as at the end of and for the previous year, and (ii) be accompanied by an unqualified opinion of independent certified public accountants of recognized national standing (which opinion shall be without (A) a “going concern” or like qualification or exception or (B) any qualification or exception as to the scope of such audit), stating that such financial statements are prepared in all material respects in accordance with GAAP, and present fairly the financial position of the Borrower and its consolidated Subsidiaries as at the end of such year.
Annual Financial Statements and Information. Within one hundred twenty (120) days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related audited consolidated and unaudited consolidating statements of operations for such fiscal year and for the previous fiscal year, the related audited consolidated statements of cash flow and stockholders' equity for such fiscal year and for the previous fiscal year, which shall be accompanied by an opinion, which opinion shall be in scope and substance reasonably satisfactory to the Administrative Agent, of independent certified public accountants of recognized national standing acceptable to the Administrative Agent, together with a statement of such accountants that in connection with their audit, nothing came to their attention that caused them to believe that the Borrower was not in compliance with the terms, covenants, provisions or conditions of Articles 7 and 8 hereof insofar as they relate to accounting matters.
Annual Financial Statements and Information. Certificate of ----------------------------------------------------------- No Default. ----------
Annual Financial Statements and Information. 59 SECTION 6.3
Annual Financial Statements and Information. Within ninety-five (95) days (or five (5) days following such shorter period as required by Applicable Law) after the end of each fiscal year of the Borrower, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related audited consolidated statements of operations for such fiscal year and for the previous fiscal year, the related audited consolidated statements of cash flow and members’ equity for such fiscal year and for the previous fiscal year, each of which shall be accompanied by an opinion of independent certified public accountants of recognized national standing acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of the audit).
Annual Financial Statements and Information. In addition to the quarterly financial statements and information to be provided pursuant to SECTION 7.1 with respect to the fourth fiscal quarter of the Borrower, within ninety (90) days after the end of each fiscal year of the Borrower, the audited balance sheet of (a) Holdco, on a consolidated basis with its Subsidiaries, and (b) the Borrower, on a consolidated basis with its Subsidiaries, in each case as at the end of such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, and the related audited statements of operations and the related statements of cash flows of (i) Holdco, on a consolidated basis with its Subsidiaries, and (ii) the Borrower, on a consolidated basis with its Subsidiaries, and the related profit and loss statements of (A) Holdco, on a consolidated basis with its Subsidiaries, and (B) the Borrower, on a consolidated basis with its Subsidiaries, and the related profit and loss statements of the Borrower, on a consolidated basis with its Subsidiaries, in each case for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year and certified, without any qualifications or explanatory paragraphs, by independent certified public accountants of national recognized standing, whose opinion shall be in scope and substance reasonably satisfactory to the Lead Arrangers, and include a statement signed by such accountants to the effect that in connection with their examination of such financial statements they have reviewed the provisions of this Agreement and have no knowledge of any event or condition which constitutes an Event of Default or, if they have such knowledge, specifying the nature and period of existence thereof and that such accountants have authorized the Borrower to deliver such financial statements and opinion thereon to the Credit Parties pursuant to this Agreement; PROVIDED, HOWEVER, that in issuing such statement, such independent accountants shall not be required to go beyond normal auditing procedures conducted in connection with their opinion referred to above. Notwithstanding the foregoing, (a) prior to any fiscal year in which either (i) EBITDA for the immediately preceding twelve (12) month is less than ninety percent (90%) of Holdco EBITDA or (ii) the total assets of the Borrower and its Restricted Subsidiaries are less than ninety percent (90%) of the total assets of Holdco and its Subsidiaries as of such fis...
Annual Financial Statements and Information. Within one hundred twenty (120) days after the end of each fiscal year of Parent, the audited consolidated balance sheets of Parent on a consolidated basis with all of its Subsidiaries, as of the end of such fiscal year, and the related audited consolidated statements of operations for such fiscal year and, to the extent available, and not previously provided to the Administrative Agent, for the previous two (2) fiscal years, the related audited consolidated statements of changes in members’ equity for such fiscal year and, to the extent available and not previously provided hereunder, for the previous two (2) fiscal years, and related audited consolidated statements of cash flows for such fiscal year and, to the extent available, for the previous two (2) fiscal years, which shall be accompanied by an opinion (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) of Ernst & Young LLP or other independent certified public accountants of recognized national standing or otherwise reasonably acceptable to the Administrative Agent, together with a statement of such accountants that in connection with their audit, nothing came to their attention that caused them to believe that Parent was not in compliance with the terms, covenants, provisions or conditions of Section 7.7 hereof.
