Example ContractsClausesRestatement of Financial Statements
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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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The Company has provided to the Buyer an unaudited balance sheet, dated September 30, 2021andunuadited operating statement for the one (1) and six (6)-month periods ended and an unaudited statement of cash flows for the six (6)-month period ended (collectively, the “Financial Statements”). The Financial Statements were prepared from the books and records kept by the Company and fairly present the financial position, results of operations and changes in financial position of the Company, as of their respective dates and for the periods indicated, in accordance with generally accepted accounting principles consistently applied. The Company has no liabilities or obligations of any nature(absolute, accrued or contingent) that are not fully reflected or reserved against in the balance sheet dated (the “Most Recent Balance Sheet”), as prescribed by generally accepted accounting principles, except liabilities or obligations incurred since the date of the Most Recent Balance Sheet in the ordinary course of business and consistent with past practice. The Company is not a guarantor, indemnitor, surety or other obligor of any indebtedness of any other Person.

. The Borrower shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required :

Financial Statements. The Administrative Agent shall have received # the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of , and 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 and related unaudited interim statements of income and retained earnings.

Financial Statements. shall have received a copy of the Financial Statements, which in each case shall be satisfactory in all respects to and Lenders;

Financial Statements. The Administrative Agent shall have received # the Audited Financial Statements, # the Unaudited Financial Statements and # the Pro Forma Financial Statements.

Financial Statements. Sellers have made available to Purchaser complete and correct copies of # the audited combined and consolidated balance sheets of RAHI as of and , and the related combined and consolidated statements of operations, comprehensive income, cash flows and changes in equity for each of the two (2) years in the periods ended and (the “Audited Financial Statements”) and # the unaudited consolidated balance sheet of the Business of the Target Entities except RAIH for the one-month period ended as of (the “Latest Balance Sheet”), and the related unaudited consolidated statements of income for the one-month period ended as of (the “Unaudited Financial Statements”; and together with the Audited Financial Statements, the “Financial Statements”), true and complete copies of which are set forth in [Schedule 4.4]. The Financial Statements, in all material respects, # have been prepared from, are in accordance with, and accurately reflect the books and records of the applicable Target Entities (except as may be indicated in the notes thereto), # fairly present the combined financial position and combined results of operations and cash flows of the Business of the applicable Target Entities as of the respective dates or for the respective time periods set forth therein and # have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of the Unaudited Financial Statements, for normal and recurring year-end adjustments).

Financial Statements. On or prior to the Effective Date, Lender shall have received true and correct copies of the historical consolidated financial statements referred to in [Section 7.05(a)].

Financial Statements. The Administrative Agent shall have received:

Financial Statements. (i) Attached to [Schedule 3.7] as of the date hereof, are true and correct copies of the unaudited balance sheet and income statement for the Company as of and for the fiscal year ended , and # attached to [Schedule 3.7] as of the Closing Date, the unaudited balance sheet of the Company as of and the related unaudited income statement for the six (6) fiscal month period then ended (such financial statements described in [clauses (i) and (ii)])], collectively, the “Financial Statements”). The Financial Statements have been and will be prepared in accordance with the books and records of the Company, are (and will be) true, correct and complete in all material respects, and present fairly and accurately in all material respects the financial condition and results of operations of the Company as of the respective dates thereof and for the periods specified therein. The Company maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls for a company of its current stage of development that provide reasonable assurance that # the Company does not maintain any off-the-book accounts and that the Company’s assets are used only in accordance with management directives, # transactions are executed with management’s authorization, # transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for its assets, # access to its assets is permitted only in accordance with management’s authorization, and # accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. All of the financial books and records of the Company are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws.

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