Grouped Into 7 Collections of Similar Clauses From Business Contracts
This page contains Financial Statements clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Financial Statements. Upon request but not more than once in any twelve (12) month period, Landlord may require Tenant to provide Landlord with Tenant's then current financial statements. If required, such financial statements shall be prepared in accordance with generally accepted accounting principles, and, if it is required by law or it is the normal practice of Tenant, such financial statements shall be audited by an independent certified public accountant. If such financial statements are not audited, they shall... be certified as being true and correct by Tenant's chief financial officer.View More
Financial Statements. Upon request request, but not no more than once in any twelve (12) month period, per Lease Year, Landlord may require Tenant to provide Landlord with Tenant's then current financial statements. If required, such financial statements shall be prepared in accordance with generally accepted accounting principles, and, if it is required by law or it is the normal practice of Tenant, such financial statements shall be audited by an independent certified public accountant. If such financial statements... are not audited, they shall be certified as being true and correct by Tenant's chief financial officer. View More
Financial Statements. Lessee shall cause Parent to deliver to Lessor: (i) as soon as available, but not later than one hundred twenty (120) days after the end of each fiscal year of Parent and its consolidated subsidiaries, the consolidated balance sheet, income statement and statements of cash flows and shareholders equity for Parent and its consolidated subsidiaries (the "Financial Statements") for such year, prepared in accordance with GAAP and certified by independent certified public accountants of recognized st...anding selected by Parent; and (ii) as soon as available, but not later than sixty (60) days after the end of each of the first three fiscal quarters in any fiscal year of Lessee and its consolidated subsidiaries, the Financial Statements for such fiscal quarter, together with a certification duly executed by the chief financial officer of Parent that such Financial Statements have been prepared in all material respects in accordance with GAAP and fairly present in all material respects in accordance with GAAP (subject to notes and normal year-end audit adjustments) the financial condition and results of operations of the Parent and its consolidated subsidiaries taken as a whole; provided, however, that Financial statements, opinions of independent certified public accountants and other certificates and information required to be delivered by Lessee pursuant to this Section 27 shall be deemed to have been delivered if Parent shall have timely filed with the SEC or EDGAR an SEC Form 10-Q or Form 10-K satisfying the requirements of this Section, or such items are timely posted by or on behalf of Parent on a website to which Lessor has access free of charge.View More
Financial Statements. Lessee shall cause Parent to deliver to Lessor: (i) as soon as available, but not later than one hundred twenty (120) 60 days after the end of each fiscal year of Parent Lessee and its consolidated subsidiaries, the unaudited consolidated balance sheet, income statement and statements of cash flows and shareholders equity for Parent Lessee and its consolidated subsidiaries (the "Financial Statements") for such year, prepared in accordance with GAAP and certified by independent certified public a...ccountants an officer of recognized standing selected by Parent; Lessee as (a) having been prepared in all material respects in accordance with GAAP and (b) fairly presenting in all material respects in accordance with GAAP the financial condition and results of operations of the Lessee and its consolidated subsidiaries taken as a whole fort the period therein stated; and (ii) as soon as available, but not later than sixty (60) days after the end of each of the first three fiscal quarters in any fiscal year of Lessee and its consolidated subsidiaries, the Financial Statements for such fiscal quarter, together with a certification duly executed by the chief financial officer of Parent Lessee that such Financial Statements have been prepared in all material respects in accordance with GAAP and fairly present in all material respects in accordance with GAAP (subject to notes and normal year-end audit adjustments) the financial condition and results of operations of the Parent Lessee and its consolidated subsidiaries taken as a whole; whole for the period therein stated; provided, however, that Financial statements, opinions of independent certified public accountants Statements and other certificates and information required to be delivered by Lessee pursuant to this Section 27 shall be deemed to have been delivered if Parent Lessee shall have timely filed with the SEC or EDGAR an SEC Form 10-Q or Form 10-K satisfying the requirements of this Section, or such items are timely posted by or on behalf of Parent Lessee on a website to which Lessor has access free of charge. View More
Financial Statements. The Guarantor represents and warrants to Lender that (a) the financial statements of Guarantor previously submitted to Lender are true, complete and correct in all material respects, disclose all actual and contingent liabilities, and fairly present the financial condition of Guarantor, and do not contain any untrue statement of a material fact or omit to state a fact material to the financial statements submitted or this Guaranty, and (b) no material adverse change has occurred in the financial... statements from the dates thereof until the date hereof. The 4 Guarantor covenants and agrees to furnish to Lender or its authorized representatives reasonable information regarding the business affairs, operations and financial condition of Guarantor, including, but not limited to the financial statements and information required in Section 7.5(d) of the Loan Agreement. As required in Section 7.5(e) of the Loan Agreement, Guarantor also shall deliver to Lender, together with the afore-described financial statements, a Guarantor Compliance Certificate in the form attached hereto as Exhibit A.View More
Financial Statements. The Guarantor represents and warrants to the Lender that (a) the financial statements of the Guarantor previously submitted to the Lender are true, complete and correct in all material respects, disclose all actual and contingent liabilities, and fairly present the financial condition of the Guarantor, and do not contain any untrue statement of a material fact or omit to state a fact material to the financial statements submitted or this Guaranty, and (b) no material adverse change has occurred ...in the financial statements from the dates thereof until the date hereof. The 4 Guarantor covenants and agrees to furnish to the Lender or its authorized representatives reasonable information regarding the business affairs, operations and financial condition of the Guarantor, including, but not limited to the financial statements and information required in Section 7.5(d) of the Loan Agreement. As required in Section 7.5(e) of the Loan Agreement, the Guarantor also shall deliver to Lender, together with the afore-described financial statements, a Guarantor Compliance Certificate in the form attached hereto as Exhibit A. View More
Financial Statements. Prior to the execution of this Lease by Landlord and at any time during the Term of this Lease upon ten (10) days prior written notice from Landlord, Tenant agrees to provide Landlord with a current financial statement for Tenant and any guarantors of Tenant and financial statements for the two (2) years prior to the current financial statement year for Tenant and any guarantors of Tenant. Such statements are to be prepared in accordance with generally accepted accounting principles and, if such... is the normal practice of Tenant, audited by an independent certified public accountant.View More
Financial Statements. Prior to the execution of this Lease by Landlord and at any time during the Term of this Lease (except in the event of sale or refinance of the Project, no more frequently than once each calendar year) upon ten (10) calendar days prior written notice from Landlord, Tenant agrees to provide Landlord with a current financial statement for Tenant and any guarantors of Tenant and financial statements for the two (2) years prior to the current financial statement year for Tenant and any guarantors of... Tenant. Such statements are to be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant, audited by an independent certified public accountant. principles. View More
Financial Statements. Upon the request of Landlord Tenant shall supply to Landlord copies of all of Tenant's and/or Guarantor's most recent financial statements then available. Such financial statements shall be provided by Tenant to Landlord within fifteen (15) business days after Landlord's request therefor and shall be kept confidential but may be disclosed to: (i) the extent required by law; and (ii) Landlord's employees and advisors (e.g. accountants, attorneys etc.) who are similarly bound by such confidentiali...ty, to the extent necessary for Landlord to exercise its rights and fulfill its obligations under this Lease. In no event shall Tenant be required to provide financials more than once within a 12 month period.View More
Financial Statements. Upon the request of Landlord Tenant shall supply to Landlord copies of all of Tenant's and/or Guarantor's most recent quarterly or annual financial statements then available. Such available; provided however, Landlord shall not request such financial statements more frequently than two (2) times per calendar year so long as no Event of Default exists. To the extent such financial statement are not publicly available and accessible by Landlord, Tenant shall be provided by Tenant provide such fina...ncial statements to Landlord within fifteen (15) business days after Landlord's request therefor and shall be kept confidential but may be disclosed to: (i) the extent required by law; and (ii) Landlord's employees and advisors (e.g. accountants, attorneys etc.) who are similarly bound by such confidentiality, to the extent necessary for Landlord to exercise its rights and fulfill its obligations under this Lease. In no event shall Tenant be required to provide financials more than once within a 12 month period.View More
Financial Statements. The Arrangers shall have received (i) audited consolidated balance sheets and related audited consolidated statements of operations, cash flows and shareholders' equity of each of the Company and the Target prepared in accordance with generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements of the Financial Accounting Standards Board ("GAAP")... as of and for each of the three fiscal years ending at least 60 days prior to the Closing Date, (ii) unaudited consolidated balance sheets and related unaudited consolidated statements of operations and cash flows prepared in accordance with GAAP as of and for each fiscal quarter (other than the fourth fiscal quarter) of each of the Exhibit B-2 Company and the Target ending after the latest fiscal year for which financial statements have been delivered under clause (i) and at least 40 days prior to the Closing Date and for the corresponding periods of the prior fiscal year and (iii) customary pro forma financial statements of the Company giving effect to the Transactions and all other recent, probable or pending acquisitions, in each of clauses (i) through (iii) meeting the requirements of Regulation S-X and, in the case of clause (iii), as of and for the periods required by Rule 3-05 and Article 11, as applicable, of Regulation S-X and only to the extent the Company will be required to file such financial statements with the Securities and Exchange Commission, regardless of the timing of such filing. The Arrangers hereby acknowledge that the Company's or the Target's public filing with the Securities and Exchange Commission of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this paragraph.View More
Financial Statements. The Arrangers shall have received (i) audited consolidated balance sheets and related audited consolidated statements of operations, cash flows and shareholders' equity of each of the Company and the Target prepared in accordance with generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements of the Financial Accounting Standards Board ("GAAP")... as of and for each of the three fiscal years ending at least more than 60 days prior to the Closing Date, (ii) unaudited consolidated balance sheets and related unaudited audited consolidated statements of operations and cash flows prepared in accordance with GAAP as of and for each fiscal quarter (other than the fourth fiscal quarter) of each of the Exhibit B-2 Company and the Target ending after the latest fiscal year for which financial statements have been delivered under clause (i) for each of the Company and at least the Target, as applicable, and more than 40 days prior to the Closing Date (including for the elapsed six and nine month interim periods) and for the corresponding periods of the prior fiscal year year, all of which shall have been reviewed by the independent accountants for the Company and the Target (as applicable) as provided in Statement on Auditing Standards No. 100, (iii) audited and unaudited financial statements for all recent, probable or pending acquisitions (other than the Target), if any, and (iv) customary pro forma financial statements of the Company giving effect to the Transactions and all other recent, probable or pending acquisitions, statements, in each of clauses (i) through (iii) case meeting the requirements of Regulation S-X for Form S-3 registration statements and, in the case of clause (iii), as of clauses (iii) and for the periods required by Rule 3-05 and Article 11, as applicable, of Regulation S-X and (iv), only to the extent the Company will be required to file such financial statements with the Securities pursuant to Item 9.01(a) of Form 8-K and Exchange Commission, regardless Rule 3-05 and Article 11, as applicable, of the timing of such filing. The Arrangers Regulation S-X. Each Arranger hereby acknowledge acknowledges that the Company's or the Target's public filing with the Securities and Exchange Commission of any required audited financial statements on Form 10-K or required unaudited financial statements on Form 10-Q, in each case, will satisfy the requirements under clauses (i) or (ii) as applicable, of this paragraph. View More
Financial Statements. If Tenant's (or Tenant's parent's) financial statements are not publicly available through the S.E.C. or other regulatory agency in the United States or elsewhere, Tenant shall tender to Landlord within ten (10) Business Days after receipt of a written request any information reasonably requested by Landlord regarding the financial stability, credit worthiness or ability of Tenant to pay the Rent due under this Lease. Landlord shall be entitled to rely upon the information provided in determinin...g whether or not to enter into this Lease or for the purpose of any financing or other transaction subsequently undertaken by Landlord. Tenant hereby represents and warrants to Landlord the following: (a) that all documents provided by Tenant to Landlord in connection with the negotiation of this Lease are true and correct copies of the originals, (b) Tenant has not withheld any information from Landlord that is material to Tenant's credit worthiness, financial condition or ability to perform its obligations hereunder, (c) all information supplied by Tenant to Landlord is true, correct and accurate, and (d) no part of the information supplied by Tenant to Landlord contains any misleading or fraudulent statements. A default under this Article shall be a non-curable default by Tenant and Landlord shall be entitled to pursue any right or remedy available to Landlord under the terms of this Lease or available to Landlord under the laws of the State of California. Landlord shall a be entitled to disclose Tenant's financial information to (i) its agents, employees and consultants, (ii) potential purchasers of an interest in the Property, and (iii) lenders contemplating making a loan to the Landlord to be secured by the Property, provided that such recipients are advised of the confidential nature of such information and agree to maintain such confidentiality provided that Landlord first execute a commercially reasonable non-disclosure agreement. Landlord shall also be entitled to disclose Tenant's confidential financial information to (i) its agents, employees and consultants, (ii) potential purchasers of an interest in the Property, and (iii) lenders contemplating making a loan to the Landlord to be secured by the Property, provided that such recipients are advised of the confidential nature of such information and agree to maintain such confidentiality. Nothing herein, however, shall require Tenant to disclose to Landlord any proprietary or confidential non-public information in violation of Applicable Laws and Tenant shall not be deemed in default under this Section 22 on account of withholding any proprietary or confidential nonpublic information as required by Applicable Laws or as advised by Tenant's legal counsel. -51- 23. TENANT CERTIFICATES. Tenant, at any time and from time to time within ten (10) Business Days after receipt of written notice from Landlord, shall execute, acknowledge and deliver to Landlord or to any party designated by Landlord (including prospective lenders, purchasers, ground lessees and others similarly situated), a certificate of Tenant stating, to the best of Tenant's knowledge: (a) that Tenant has accepted the Premises, (b) the Commencement Date and Expiration Date of this Lease, (c) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that same is in full force and effect as modified and stating the modifications), (d) whether or not there are then existing any defenses against the enforcement of any of the obligations of Tenant under this Lease (and, if so, specifying same), (e) whether or not there are then existing any defaults by Landlord in the performance of its obligations under this Lease (and, if so, specifying same), (f) the dates, if any, to which the Base Rent and Operating Expenses have been paid, and (g) any other factual information relating to the rights and obligations under this Lease that may reasonably be required by any of such persons. Failure to deliver such certificate after receipt of a second five (5) Business Day notice shall constitute an Event of Default. At the request of Tenant, Landlord shall execute, acknowledge and deliver to Tenant a certificate with similar types of information and in the time period set forth above. Failure by either Landlord or Tenant to execute, acknowledge and deliver such certificate shall be conclusive evidence that this Lease is in full force and effect and has not been modified except as may be represented by the requesting party.View More
Financial Statements. If Tenant's (or Tenant's parent's) financial statements are not publicly available through the S.E.C. or other regulatory agency in the United States or elsewhere, Tenant shall tender to Landlord within ten (10) Business Days after receipt of a written request any information reasonably requested by Landlord regarding the financial stability, credit worthiness or ability of Tenant to pay the Rent due under this Lease. Landlord shall be entitled to rely upon the information provided in determinin...g whether or not to enter into this Lease or for the purpose of any financing or other transaction subsequently undertaken by Landlord. Tenant hereby represents and warrants to Landlord the following: (a) that all documents provided by Tenant to Landlord in connection with the negotiation of this Lease are true and correct copies of the originals, (b) Tenant has not withheld any information from Landlord that is material to Tenant's credit worthiness, financial condition or ability to perform its obligations hereunder, (c) all information supplied by Tenant to Landlord is true, correct and accurate, and (d) no part of the information supplied by Tenant to Landlord contains any misleading or fraudulent statements. A default under this Article shall be a non-curable default by Tenant and Landlord shall be entitled to pursue any right or remedy available to Landlord under the terms of this Lease or available to Landlord under the laws of the State of California. Landlord shall a be entitled to disclose Tenant's financial information to (i) its agents, employees and consultants, (ii) potential purchasers of an interest in the Property, and (iii) lenders contemplating making a loan to the Landlord to be secured by the Property, provided that such recipients are advised of the confidential nature of such information and agree to maintain such confidentiality provided that Landlord first execute a commercially reasonable non-disclosure agreement. Landlord shall also be entitled to disclose Tenant's confidential financial information to (i) its agents, employees and consultants, (ii) potential purchasers of an interest in the Property, and (iii) lenders contemplating making a loan to the Landlord to be secured by the Property, provided that such recipients are advised of the confidential nature of such information and agree to maintain such confidentiality. Nothing herein, however, shall require Tenant to disclose to Landlord any proprietary or confidential non-public information in violation of Applicable Laws and Tenant shall not be deemed in default under this Section 22 on account of withholding any proprietary or confidential nonpublic information as required by Applicable Laws or as advised by Tenant's legal counsel. -51- 23. TENANT CERTIFICATES. Tenant, at any time and from time to time within ten (10) Business Days after receipt of written notice from Landlord, shall execute, acknowledge and deliver to Landlord or to any party designated by Landlord (including prospective lenders, purchasers, ground lessees and others similarly situated), a certificate of Tenant stating, to the best of Tenant's knowledge: (a) that Tenant has accepted the Premises, (b) the Commencement Date and Expiration Date of this Lease, (c) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that same is in full force and effect as modified and stating the modifications), (d) whether or not there are then existing any defenses against the enforcement of any of the obligations of Tenant under this Lease (and, if so, specifying same), (e) whether or not there are then existing any defaults by Landlord in the performance of its obligations under this Lease (and, if so, specifying same), (f) the dates, if any, to which the Base Rent and Operating Expenses have been paid, and (g) any other factual information relating to the rights and obligations under this Lease that may reasonably be required by any of such persons. Failure to deliver such certificate after receipt of a second five (5) Business Day notice shall constitute an Event of Default. At the request of Tenant, Landlord shall execute, acknowledge and deliver to Tenant a certificate with similar types of information and in the time period set forth above. Failure by either Landlord or Tenant to execute, acknowledge and deliver such certificate shall be conclusive evidence that this Lease is in full force and effect and has not been modified except as may be represented by the requesting party.View More
