Example ContractsClausesFinancial Statement Adjustments or Restatements
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Financial Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of the Borrower and its Subsidiaries or for any other reason, the Borrower, or the Lenders determine that # the Consolidated Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and # a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This clause (b) shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The Borrower’s obligations under this clause (b) shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

Financial Statement Adjustments or Restatements. If, as a result of any restatement of or other adjustment to the financial statements of the and its Subsidiaries or for any other reason, the , or the determine that # the Consolidated Senior Leverage Ratio and/or Consolidated Total Leverage Ratio as calculated by the as of any applicable date was inaccurate and # a proper calculation of the Consolidated Senior Leverage Ratio and/or Consolidated Total Leverage Ratio would have resulted in higher pricing for such period, the shall immediately and retroactively be obligated to pay to the [[Administrative Agent:Organization]] for the account of the applicable or the L/C Issuer, as the case may be, promptly on demand by the [[Administrative Agent:Organization]] (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the under the Bankruptcy Code of the United States, automatically and without further action by the [[Administrative Agent:Organization]], any [[Organization A:Organization]] or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the [[Administrative Agent:Organization]], any [[Organization A:Organization]] or the L/C Issuer, as the case may be, under any provision of this Agreement to payment of any Obligations hereunder at the Default Rate or under Article VIII. The ’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.45

Statement Regarding Adjustments. Whenever the Strike Price Warrant Entitlement shall be adjusted (or there shall be any other adjustment to the terms of any Warrant), the Company shall, within five (5) Business Days thereafter, send a written notice to each Holder, including a statement showing in reasonable detail the facts requiring such adjustment and the Strike Price and Warrant Entitlement that shall be in effect after such adjustment.

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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Accounts Statement. At least five (5) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “AR/AP Statement”) setting forth in reasonable detail the Seller’s good faith estimates of Accounts Receivable, Accounts Payable and the Net Adjustment Amount, accompanied by reasonably detailed back-up documentation for such estimates; provided that Seller shall consider in good faith any comments Purchaser might have with respect to the AR/AP Statement, but if the Parties cannot resolve any disagreement with regard to any such comments by the date the Closing is to occur pursuant to this Agreement, the AR/AP Statement shall be based upon the Seller’s good faith estimates and such a disagreement shall in no event cause a delay to the Closing (it being understood that the post-Closing true-up mechanism provided for in [Section 1.6(c)] and Exhibit F shall continue to be available).

Eligible Directors should be aware that their participation in the Plan involves the following risks, among others:

Plan Statement.Plan Statement” means this document entitled “Target Corporation DDCP (2022 Plan Statement),” as adopted by the Company, effective as of January 1, 2022, as the same may be amended from time to time.

Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of [Section 11(a)] and Rule 158 of the Securities Act.

After written request by , which request following a Securitization shall, provided no Event of Default then exists, not be made more than twice each calendar year, shall within ten (10) Business Days furnish with a statement, duly acknowledged and certified, setting forth # the original principal amount of the Loan, # the unpaid principal amount of the Loan, # the Interest Rate of the Loan, # the date installments of interest and/or principal were last paid, # any offsets or defenses to the payment of the Debt and/or any claims against then known to , if any, # that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, and # whether, to ’s knowledge, there is any Default or Event of Default then continuing.

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

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Quarterly Financial Statement. Borrower shall furnish to Lender within 90 days after the end of each fiscal quarter, a balance sheet and income statement as of the end of such quarter, all in form and substance and in reasonable detail satisfactory to Lender, such quarterly financial statements being prepared according to GAAP.

This Section XI shall apply to incentive awards granted to all Participants in the Plan. Notwithstanding anything in the Plan or the Rules and Regulations to the contrary, if KRC is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirements under the securities laws, KRC or the Administrator may, or shall if required, take action to recover incentive-based compensation from specific executive officers in accordance with its guidelines and policies, as they may be amended or substituted from time to time, and in accordance with applicable law and applicable rules of the Securities and Exchange Commission and the New York Stock Exchange.

If any financial statement delivered or to be delivered to the Facility Agent under Clause 17.1 is not to be or, as the case may be, has not been prepared in accordance with Applicable Accounting Principles:

any award under the Plan has been received by a [Section 16] Officer or former [Section 16] Officer of the Company;

If the Board, in its sole discretion, determines that:

Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of [Section 11(a)] and Rule 158 of the Securities Act.

Eligible Directors should be aware that their participation in the Plan involves the following risks, among others:

Registration Statement. As required by [Section 4(q)] of the Purchase Agreement, the Borrower shall promptly, but in any event no later than 90 days from the date of this Note, the Company shall prepare and file with the SEC a registration statement covering the resale of all of the Conversion Shares, Commitment Fee Shares, and Warrant Shares

PRELIMINARY STATEMENT. The [[Organization D:Organization]] is a party to the Term Loan Agreement (as further amended, restated or otherwise modified from time to time, the “Loan Agreement”) described in Item 1 of [Schedule 1] attached hereto (“[Schedule 1]”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed thereto in the Loan Agreement.

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