Example ContractsClausesannual operating budget and financial projectionsVariants
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Annual Financial Statements. As soon as practicable and in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 2018), an audited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of income, retained earnings and cash flows including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by Grant Thornton LLP or an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any “going concern” or similar qualification or exception or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.

Annual Financial Statements. As soon as practicable andavailable, but in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Yearfiscal year of the Borrower (commencing with the Fiscal Yearfiscal year ended December 31, 2018), an audited Consolidateda consolidated balance sheet of the Borrower and its Subsidiaries as ofat the closeend of such Fiscal Yearfiscal year, and audited Consolidatedthe related consolidated statements of income, retained earningsincome or operations, changes in shareholders’ equity, and cash flows including the notes thereto, allfor such fiscal year, setting forth in reasonable detail setting fortheach case in comparative form the corresponding figures as of the end of and for the preceding Fiscal Yearprevious fiscal year, all in reasonable detail and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall beGAAP, audited by Grant Thornton LLP or an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied by a report and opinion thereon by suchof an independent certified public accountantsaccountant of nationally recognized standing, which report shall be prepared in accordance with generally accepted auditing standards that isand shall not be subject to any “going concern”“going concern” or similarlike qualification or exception or any qualification or exception as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.audit.

Annual Financial Statements. As soon as practicable andavailable, but in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Yearfiscal year of the Borrower (commencing with the Fiscal Yearfiscal year ended December 31, 2018)2017), an audited Consolidateda consolidated balance sheet of the Borrower and its Subsidiaries as ofat the closeend of such Fiscal Yearfiscal year, and audited Consolidatedthe related consolidated statements of income, retained earningsincome or operations, changes in shareholders' equity, and cash flows including the notes thereto, allfor such fiscal year, setting forth in reasonable detail setting fortheach case in comparative form the corresponding figures as of the end of and for the preceding Fiscal Yearprevious fiscal year, all in reasonable detail and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall beGAAP, audited by Grant Thornton LLP or an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied by a report and opinion thereon by suchof an independent certified public accountantsaccountant of nationally recognized standing, which report shall be prepared in accordance with generally accepted auditing standards that isand shall not be subject to any “going concern”"going concern" or similarlike qualification or exception or any qualification or exception as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.audit.

Annual Financial Statements. As soon as practicableavailable and in any event within ninety (90)90 days (or, if earlier, on the date of any required public filing thereof) after the endclose of each Fiscal Year (commencingfiscal year of the Borrower beginning with the Fiscal Year endedfiscal year ending December 31, 2018), an audited Consolidated2017, the consolidated balance sheetsheets of the Borrower and its consolidated Subsidiaries as ofat the closeend of such Fiscal Yearfiscal year and audited Consolidatedthe related consolidated statements of income, retained earningsof stockholders’ equity and of cash flows includingfor such fiscal year, in each case setting forth comparative figures for the notes thereto,preceding fiscal year, all in reasonable detail setting forth in comparative formand accompanied by the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordanceopinion with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annualrespect to such consolidated financial statements shall be audited by Grant Thornton LLP or anof independent certified public accounting firmaccountants of recognized national standing acceptable toselected by the Administrative Agent,Borrower, which opinion shall be unqualified and accompanied by a report and opinion thereon byshall # state that such certified public accountants preparedaudited such consolidated financial statements in accordance with generally accepted auditing standardsstandards, that is not subject to any “going concern” or similar qualification or exception or any qualificationsuch accountants believe that such audit provides a reasonable basis for their opinion, and that in their opinion such consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower and its consolidated subsidiaries as toat the scopeend of such auditfiscal year and the consolidated results of their operations and cash flows for such fiscal year in conformity with generally accepted accounting principles, or # contain such statements as are customarily included in unqualified reports of independent accountants in conformity with respect to accounting principles followed bythe recommendations and requirements of the American Institute of Certified Public Accountants (or any successor organization); provided, however, that the Borrower may also comply with this subpart by publishing such statements and reports on its internet website or any of its Subsidiaries not in accordance with GAAP.another publicly accessible electronic database and giving the Administrative Agent and each Lender notice thereof.

AnnualAudited Financial Statements. As soon as practicable andavailable, but in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencingfiscal year of the Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the Fiscal YearSEC (without giving effect to any extension permitted by the SEC))(commencing with the fiscal year ended DecemberJanuary 31, 2018)2019), an auditeda Consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as ofat the closeend of such Fiscal Yearfiscal year, and auditedthe related Consolidated and consolidating statements of income, retained earningsincome or operations, changes in Shareholders’ Equity and cash flows including the notes thereto, allfor such fiscal year, setting forth in reasonable detail setting fortheach case in comparative form the corresponding figures as of the end of and for the preceding Fiscal Yearprevious fiscal year, all in reasonable detail and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financialGAAP, # such Consolidated statements shallto be audited by Grant Thornton LLP or an independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied by a report and opinion thereon by suchof an independent certified public accountantsaccountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards that isand shall not be subject to any “going concern” or similarlike qualification or exception or any qualification or exception as to the scope of such audit or with respectaudit, and # such consolidating statements to accounting principles followedbe certified by the chief executive officer, chief financial officer, treasurer or controller that is a Responsible Officer of the Borrower or anyto the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the Borrower and its Subsidiaries not in accordance with GAAP.Subsidiaries.

Annual Financial Statements. As soon as practicable andavailable, but in any event within ninety (90)one hundred and five (105) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencing withfiscal year of the Fiscal Year ended December 31, 2018), an audited ConsolidatedParent Borrower, a copy of the consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as ofat the closeend of such Fiscal Yearfiscal year and audited Consolidatedthe related consolidated statements of income,income and retained earnings and of cash flows includingof the notes thereto, allParent Borrower and its consolidated Subsidiaries for such year, audited by an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, setting forth in reasonable detail setting fortheach case in comparative form the corresponding figures asfor the previous year, reported on without a “going concern” or like qualification or exception, or qualification indicating that the scope of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by Grant Thornton LLP or anaudit was inadequate to permit such independent certified public accounting firm of recognized national standing acceptableaccountants to the Administrative Agent,certify such financial statements without such qualification; and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any “going concern” or similar qualification or exception or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.

AnnualQuarterly Financial Statements. As soon as practicable and in any event within ninety (90)forty-five (45) days (or, if earlier, on the date of any required public filing thereof) after the end of the first three fiscal quarters of each Fiscal Year (commencing with the Fiscal Yearfiscal quarter ended December 31,June 30, 2018), an auditedunaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Yearfiscal quarter and auditedunaudited Consolidated statements of income, retained earnings and cash flows and a report containing management’s discussion and analysis of such financial statements for the fiscal quarter then ended and that portion of the Fiscal Year then ended, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annualperiod, and certified by the chief financial statements shall be audited by Grant Thornton LLP or an independent certified public accounting firmofficer of recognized national standing acceptablethe Borrower to present fairly in all material respects the Administrative Agent,financial condition of the Borrower and accompanied byits Subsidiaries on a reportConsolidated basis as of their respective dates and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is notthe results of operations of the Borrower and its Subsidiaries for the respective periods then ended, subject to any “going concern” or similar qualification or exception or any qualification as tonormal year-end adjustments and the scopeabsence of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.footnotes.

Borrower Annual Financial Statements. As soon as practicable andavailable, but in any event within ninety (90)one hundred twenty (120) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 2018), an audited Consolidatedfiscal year of Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as of the closeend of such Fiscal Yearfiscal year, and audited Consolidatedthe related consolidated statements of income, retained earningsincome or operations, shareholders’ equity and cash flows including the notes thereto, allfor such fiscal year, setting forth in reasonable detail setting fortheach case in comparative form the corresponding figures as of the end of and for the preceding Fiscal Yearprevious fiscal year, all in reasonable detail and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financialGAAP, such consolidated statements shallto be audited and certified by Grant Thornton LLPWhitley Penn LLP, or another independent certified public accounting firmaccountants of recognized national standing reasonably acceptable to the Administrative Agent, and accompanied by ato the effect that such report and opinion thereon by such certified public accountantshas been prepared in accordance with generally accepted auditing standards that is not subject to any “going concern”GAAP and containing no material qualifications or similar qualification or exception or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.limitations on scope.

Borrower Annual Financial Statements. As soon as practicable andavailable, but in any event within ninety (90) days (or, if earlier, on the date of any required public filing thereof) after the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 2018), an audited Consolidatedfiscal year of Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as of the closeend of such Fiscal Yearfiscal year, and audited Consolidatedthe related consolidated statements of income, retained earningsincome or operations, shareholders’ equity and cash flows including the notes thereto, allfor such fiscal year, setting forth in reasonable detail setting fortheach case in comparative form the corresponding figures as of the end of and for the preceding Fiscal Yearprevious fiscal year, all in reasonable detail and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financialGAAP, such consolidated statements shallto be audited and certified by Grant Thornton LLPWhitley Penn LLP, or another independent certified public accounting firmaccountants of recognized national standing reasonably acceptable to the Administrative Agent, and accompanied by ato the effect that such report and opinion thereon by such certified public accountantshas been prepared in accordance with generally accepted auditing standards that is not subject to any “going concern”GAAP and containing no material qualifications or similar qualification or exception or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.limitations on scope.

Annual Financial Statements. As soon as practicable and in any event within ninety (90)Within 90 days (or, if earlier, on the date of any required public filing thereof) after the endclose of each Fiscal Year (commencing withfiscal year of Borrower, # the Fiscal Year ended December 31, 2018), an audited Consolidatedconsolidated balance sheet of the Borrower and its Subsidiaries as ofat the closeend of such Fiscal Yearfiscal year and the related audited Consolidatedconsolidated statements of income,income and retained earnings and statement of cash flows including the notes thereto, all in reasonable detailfor such fiscal year setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Yearfiscal year and prepared in accordance with GAAP and, if applicable, containing disclosure of the effect on the financial positioncertified by KPMG or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by Grant Thornton LLP or another independent certified public accountants of recognized standing, together with a report of such accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied by(which report shall be without a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any “going concern” or similarlike qualification or exception orand without any qualification or exception as to the scope of audit) and # management’s discussion and analysis of the important operational and financial developments during such audit or with respect to accounting principles followed by the Borrower or any of its Subsidiaries not in accordance with GAAP.fiscal year.

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