Example ContractsClausesBRPA SEC Reports and Financial Statements
BRPA SEC Reports and Financial Statements
BRPA SEC Reports and Financial Statements contract clause examples

Except as set forth in [Schedule 3.7(a)] of the BRPA Schedules, BRPA has timely filed all required registration statements, reports, schedules, forms, statements and other documents filed by BRPA with the SEC since its formation (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the “BRPA SEC Reports”). None of the BRPA SEC Reports, as of their respective dates (or, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to BRPA or the BRPA SEC Reports. To the knowledge of BRPA, as of the date hereof, # none of the BRPA SEC Reports is the subject of ongoing SEC review or outstanding SEC comment and # neither the SEC nor any other Governmental Entity is conducting any investigation or review of any BRPA SEC Report.

SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to [Section 13(a) or 15(d)])] thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

Financial Statements, Reports, Certificates. Borrower # will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on [Schedule 5.1] no later than the times specified therein, # agrees that no Subsidiary of a Loan Party will have a fiscal year different from that of Parent, # agrees to maintain a system of accounting that enables Parent to produce financial statements in accordance with Applicable Accounting Principles, and # agrees that it will, and will cause each other Loan Party to, maintain its billing systems and practices substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent.

Financial Statements, Reports, Certificates. Provide Bank with the following:

Financial Statements and Reports. [[Organization B:Organization]] shall furnish to [[Organization C:Organization]] the following, all in form and detail satisfactory to [[Organization C:Organization]]:

Financial Statements and Other Reports. The Borrower will and will cause its Subsidiaries to maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP consistently applied (it being understood that quarterly financial statements are not required to have footnote disclosures and are subject to normal year-end audit adjustments). The Borrower will deliver each of the financial statements and other reports described below to the Administrative Agent.

Financial Reports. Deliver to the Lender # within ninety (90) days after the end of each fiscal year of the Borrower, annual audited consolidated financial statements of the Borrower and its subsidiaries prepared in accordance with generally accepted accounting principles in the United States and # within forty-five (45) days after the end of the first there fiscal quarters of the Borrower, unaudited quarterly consolidated financial statements of the Borrower and its subsidiaries prepared in accordance with generally accepted accounting principles in the United States (subject to year-end audit adjustments and the absence of footnotes); provided that, the foregoing delivery requirement shall be satisfied if the Borrower shall have filed with the Securities Exchange Commission its Annual Report on Form 10-K for such fiscal year or its Quarterly Report on Form 10-Q for such fiscal quarter, as applicable, which is available to the public via EDGAR or any similar successor system.

Except as set forth herein, all of the Company’s SEC reports, at the time filed (or if amended prior to the date hereof, when so amended), complied as to form in all material respects with the requirements of the Securities Act and the Exchange Act applicable to such Company SEC reports and did not at the time they were filed (or if amended prior to the date hereof, when so amended) contain any untrue statement of a material fact or omit to state a material fact required to be stated in such Company SEC reports or necessary in order to make the statements in such Company SEC reports, in the light of the circumstances under which they were made, not misleading, in any material respect.

. The Borrower shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required [[Loan Parties:Organization]]:

Financial Statements. The Administrative Agent shall have received # the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2015, December 31, 2016 and December 31, 2017 and the related audited statements of income and retained earnings and cash flows for the Fiscal Year then ended and # unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2018 and related unaudited interim statements of income and retained earnings.

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