Required Financial Statements. With respect to the determination of the Senior Secured First Lien Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio, the Fixed Charge 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 Net Leverage Ratio, the Interest Coverage Ratio, the Fixed Charge 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. With respect to the determination of the First Lien Net Leverage Ratio, the Total Net Leverage Ratio, the Fixed Charge Coverage Ratio or any other financial 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 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. 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 recognition of the requirements for the Company’s timely filing of certain financial information with the Securities and Exchange Commission, from and after the Closing Date, the Sellers shall and shall cause their Affiliates to reasonably cooperate with the Acquiror and its accountants and auditors on a timely basis and provide to the Acquiror and its accountants and auditors, during normal business hours and upon reasonable prior written notice access to such information, books and records 38 related to the Business, the Company and the Company’s Subsidiaries as the Acquiror may reasonably request in connection with the preparation by the Acquiror of historical financial statements related to the Business, the Company and the Company’s Subsidiaries as may be required to be included in any filing under the Securities Exchange Act of 1934 and the regulations promulgated thereunder, including Regulation S-X, to be reported on a current report on Form 8-K filed in connection with the transactions contemplated hereby and any other filing as may be required under applicable Law. Without limiting the foregoing, such cooperation shall include: (a) where appropriate, the signing of management representation letters as are required in connection with such audit and (b) as reasonably requested by the Acquiror, access, during normal business hours and upon reasonable prior written notice to appropriate individuals with knowledge of the historical financial information related to the Business, the Company and the Company’s Subsidiaries to allow for preparation of such financial statements. The Company and the Sellers acknowledge and agree that (x) the Acquiror and the Company shall be responsible for the costs and expenses of preparing the audit of the Company’s financial statements contemplated by this Section 6.13, (y) the Sellers shall be responsible for the initial $25,000 in third party costs attributable to the Sellers’ compliance with this Section 6.13 and thereafter the Company shall be responsible for any additional third party costs in excess of such $25,000 that is attributable to the Sellers’ compliance with this Section 6.13; provided that the Sellers provide the Company with advance notice of the anticipated amount of such third party costs that the Sellers’ anticipate incurring in excess of the initial $25,000 and (z) time is of the essence for the purposes of the Sellers’ obligations arising under this Section 6.13. The Sellers shall be deemed not ...
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.
Required Financial Statements. Ultimate Parent and Parent shall have received the Required Financial Statements, as set forth in Section 7.15(b).
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. In connection with the Buyer IPO, the Sellers shall cause the Company to deliver to the Buyer:
Required Financial Statements. The Company shall have previously timely provided the Buyer with the Required Financial Statements.
Required Financial Statements. See Section 1.03.
