01Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: (a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021), a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and (b) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022), a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.
Appears in 1 contract
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lenders:
(a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021)Company and its Subsidiaries, a consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in consolidated statements of shareholders’ equity, equity and consolidated statement of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent a certified public accountant of nationally recognized standing reasonably accounting firm acceptable to the Required LendersAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards in the United States and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; andaudit or with respect to the absence of any material misstatement and such consolidating statements to be certified by a Responsible Officer of the Company;
(b) as soon as available, but in any event within 60 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Company and its Subsidiaries, a consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations operations, consolidated statement of shareholders’ equity and consolidated statement of cash flows for such fiscal quarter and for the portion of the ParentCompany’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. ; As to any information contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause
(ac) or (b) aboveas soon as available, but in any event within 60 days after the foregoing shall not be in derogation end of each of the obligation Company’s fiscal years, projections for the next succeeding fiscal year, on a consolidated basis, on a quarterly basis, including a balance sheet as at the end of each relevant period and income statements and statements of cash flows for each relevant period and for the period commencing at the beginning of the Borrower fiscal year and ending on the last day of such relevant period, all in form and substance satisfactory to furnish the information Administrative Agent; and
(d) promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and materials described in clauses reports as it shall send to its public stockholders and copies of all registration statements (awithout exhibits) and all annual, regular, periodic, special or non-routine reports which it files with the Securities and Exchange Commission (b) above at or any governmental body or agency succeeding to the times specified thereinfunctions of the Securities and Exchange Commission).
Appears in 1 contract
Samples: Credit Agreement (Allient Inc)
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lender:
(a) as soon as available, but in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the Parent Borrower (commencing with the fiscal year ending December October 31, 20212023), a consolidated balance sheet of the Parent and its Subsidiaries Borrower as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared on an accrual basis in accordance with GAAP;
(b) as soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of FCE (commencing with the fiscal year ended October 31, 2023), a consolidated and consolidating balance sheet of FCE and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, consolidated changes in shareholders’ equity and consolidated cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared on an accrual basis in accordance with GAAP, such consolidated and consolidating statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required LendersLender (it being acknowledged that KPMG is acceptable to the Lender), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and;
(bc) as soon as available, but in any event within 60 one hundred twenty (120) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Tax Equity Holdco (commencing with the fiscal quarter ending March year ended October 31, 20222023), a consolidated and consolidating balance sheet of the Parent Tax Equity Holdco and its Subsidiaries as at the end of such fiscal quarteryear, and the related consolidated and consolidating statements of income or operations operations, consolidated changes in shareholders’ equity and consolidated cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared on an accrual basis in accordance with GAAP, such consolidated and consolidating statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Lender (it being acknowledged that KPMG is acceptable to the Lender), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;
(d) as soon as available, but in any event within sixty (60) days after the end of each of each fiscal quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ended September 30, 2023), a balance sheet of the Borrower as at the end of such fiscal quarter, and the related statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the ParentBorrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detaildetail and prepared in accordance with GAAP, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Parent Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAPBorrower, subject only to normal year-end audit adjustments and the absence of footnotes. As to ;
(e) as soon as available, but in any information contained in materials furnished pursuant to Section 7.02(devent within sixty (60) days after the end of each of each fiscal quarter of each fiscal year of FCE (commencing with the fiscal quarter ended September 30, 2023), a consolidated and consolidating balance sheet of FCE and its Subsidiaries as at the Parent shall not end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of FCE’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such statements to be separately required certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of FCE as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of FCE and its Subsidiaries, subject only to furnish such information under clause normal year-end audit adjustments and the absence of footnotes;
(af) or (b) aboveas soon as available, but in any event within sixty (60) days after the foregoing shall not be end of each of each fiscal quarter of each fiscal year of Tax Equity Holdco (commencing with the fiscal quarter ended September 30, 2023), a consolidated and consolidating balance sheet of Tax Equity Holdco and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, changes in derogation shareholders’ equity and cash flows for such fiscal quarter and for the portion of Tax Equity Holdco’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the obligation previous fiscal year and the corresponding portion of the Borrower previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such statements to furnish be certified by the information chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of Tax Equity Holdco as fairly presenting the financial condition, results of operations, shareholders’ equity and materials described cash flows of Tax Equity Holdco and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes; and
(g) as soon as available, but in clauses any event within fifteen (a15) days of filing, copies of the state and (b) above at the times specified thereinfederal tax returns of Borrower.
Appears in 1 contract
01Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lenders:
(a) as soon as available, but in any event within 120 ninety-five (95) days after the end of each fiscal year of the Parent Borrower (commencing with the fiscal year ending December 31, 20212020), a consolidated balance sheet an annual audit report of the Parent Borrower and its Subsidiaries as at the end of such fiscal yearfor that year prepared on a consolidated basis, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied certified by a report and an opinion of an independent certified public accountant of nationally recognized national or regional standing (or otherwise reasonably acceptable satisfactory to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall Administrative Agent) that is not be subject to any qualification, exception or explanatory paragraph as to “going concern” or like qualification scope of the audit (other than any “emphasis of matter” paragraph or qualification, or any exception or explanatory paragraph that is solely with respect to, or resulting solely from (i) an upcoming maturity date under any qualification Indebtedness or exception as (ii) any potential or actual inability to the scope satisfy any financial covenant (including thea Financial Covenant)), which report shall include balance sheets and statements of such audit; andincome (loss), stockholders’ equity and cash-flow for that period;
(b) as soon as available, but in any event within 60 fifty (50) days after the end of each of the first three fiscal quarters quarter periods of each fiscal year of the Parent Borrower (commencing with the fiscal quarter ending March 31, 20222021), a consolidated balance sheet sheets of the Parent Borrower and its Subsidiaries as at of the end of such fiscal quarter, the related consolidated period and statements of income or operations (loss), stockholders’ equity and cash flow for such fiscal the quarter and for the portion of the Parent’s fiscal year then endedto date periods, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detailprepared on a consolidated basis, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, GAAP subject only to normal year-end audit adjustments and the absence of footnotes, and certified by a Responsible Officer of the Borrower; and
(c) within forty-five (45) days after the end of each fiscal year of the Borrower a copy of the plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of the Borrower for each month of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent. As to any information contained in materials furnished pursuant to Section 7.02(d6.02(d), the Parent Borrower shall not be separately required to furnish such information under clause (aSection 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (aSections 6.01(a) and (b) above at the times specified therein.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Nn Inc)
01Financial Statements. (a) Deliver to the Administrative Agent and for prompt further distribution to each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices:
within ninety (a90) as soon as available, but in any event within 120 days after the end of each fiscal year of completed after the Parent (commencing with the fiscal year ending December 31, 2021)Closing Date, a consolidated balance sheet of the Parent Lead Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholdersstockholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an PricewaterhouseCoopers LLC or any other independent certified registered public accountant accounting firm of nationally recognized standing reasonably acceptable standing, which report and opinion (i) shall be prepared in accordance with generally accepted auditing standards and (ii) shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the Required Lendersscope of such audit (except as may be required as a result of (x) a prospective Event of Default with respect to the Financial Covenant, (y) in the case of the Term Loans, an actual Event of Default with respect to the Financial Covenant or (z) the impending maturity of any Indebtedness);
(b) Deliver to the Administrative Agent for prompt further distribution to each Lender, within forty-five (45) days after the end of each fiscal quarter of each fiscal year of the Lead Borrower completed after the Closing Date (other than the fourth fiscal quarter of any fiscal year for which the Lead Borrower is required to deliver financial statements pursuant to Section 6.01(a)), a consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such fiscal quarter and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Lead Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
(c) Deliver to the Administrative Agent for prompt further distribution to each Lender, no later than ninety (90) days after the end of each fiscal year of the Lead Borrower completed after the Closing Date, a detailed consolidated budget for the following fiscal year on a quarterly basis and for the next succeeding three years on an annual basis (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each such fiscal year, the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Lead Borrower stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by the Lead Borrower to be reasonable at the time of preparation and at the time of delivery of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; and
(d) Deliver to the Administrative Agent with each set of consolidated financial statements referred to in Sections 6.01(a) and (b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Lead Borrower and the Restricted Subsidiaries by furnishing the Lead Borrower’s (or any Parent’s) Form l0-K or 10-Q, as applicable, filed with the SEC; provided that (i) to the extent such information relates to a Parent, such information is accompanied by unaudited consolidating information that explains in reasonable detail the differences between the information relating to such Parent, on the one hand, and the information relating to the Lead Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand, and (ii) to the extent such information 139 133055744_29 is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and
audit (bexcept as may be required as a result of (x) as soon as availablea prospective Event of Default with respect to the Financial Covenant, but (y) in any event within 60 days after the end of each case of the first three fiscal quarters Term Loans, an actual Event of each fiscal year Default with respect to the Financial Covenant or (z) the impending maturity of the Parent (commencing with the fiscal quarter ending March 31, 2022any Indebtedness), a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements . Any financial statement required to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished delivered pursuant to Section 7.02(d), the Parent Sections 6.01(a) or 6.01(b) shall not be separately required to furnish include acquisition accounting adjustments relating to any Permitted Acquisition to the extent it is not practicable to include any such information under clause (a) or (b) above, but the foregoing shall not adjustments in such financial statement. Documents required to be in derogation of the obligation of the Borrower delivered pursuant to furnish the information this Section 6.01 and materials described in clauses (aSection 6.02(b) and (bc) above may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which any Parent (or the Lead Borrower) posts such documents, or provides a link thereto on the website on the Internet at the times specified thereinwebsite address listed on Schedule 10.02; or (ii) on which such documents are posted on the Lead Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Lead Borrower shall deliver paper copies of such documents (which may be electronic copies delivered via electronic mail) to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Lead Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Lead Borrower shall be required to provide paper copies (which may be electronic copies delivered via electronic mail) of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent; provided, however, that if such Compliance Certificate is first delivered by electronic means, the date of such delivery by electronic means shall constitute the date of delivery for purposes of compliance with Section 6.02(a). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.
Appears in 1 contract
Samples: Credit Agreement (Trinseo PLC)
01Financial Statements. Deliver Borrower shall deliver to the Administrative Agent and each to Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: :
(a) as soon as available, but in any event within 120 forty-five (45) days after the end of each of the first three quarterly fiscal periods of each fiscal year of the Parent Operating Partnership, (commencing with i) separate financial statements for the fiscal year ending December 31Mortgaged Property, 2021), including a consolidated balance sheet of an income and expense statement, occupancy percentages and such other statements as may be required by the Parent and its Subsidiaries as at the end of such fiscal yearAdministrative Agent, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and (ii) consolidated financial statements of Cali, the Operating Partnership and their Consolidated Subsidiaries as filed with the Securities and Exchange Commission, including supplemental schedules of separate consolidating balance sheets and income and expense statements for each of Cali, the Operating Partnership and their Consolidated Subsidiaries, a schedule showing the depreciated basis (determined under GAAP) for each of the assets shown listed on Schedule III, and such consolidated other statements to as may be audited and required by the Administrative Agent, accompanied by a report and opinion certificate of an independent certified public accountant a Responsible Officer of nationally recognized standing reasonably acceptable to the Required LendersCali, which report certificate shall state that said financial statements fairly present the consolidated financial condition and opinion shall be prepared results of operations of Cali, the Operating Partnership and their Consolidated Subsidiaries, in accordance with generally accepted auditing standards GAAP, consistently applied (without prejudice to any change made in accordance with the provisions of SECTION 1.03), as at the end of, and shall not be for, such period (subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; andnormal year-end audit adjustments);
(b) as soon as available, but in any event within 60 ninety (90) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Operating Partnership, (commencing i) separate financial statements for the Mortgaged Property, including a balance sheet, an income and expense statement, occupancy percentages and such other statements as may be required by the Administrative Agent, prepared in accordance with GAAP, and (ii) consolidated financial statements of Cali, the Operating Partnership and their Consolidated Subsidiaries as filed with the fiscal quarter ending March 31Securities and Exchange Commission, 2022including supplemental schedules of separate consolidating balance sheets and income and expense statements for each of Cali, the Operating Partnership and their Consolidated Subsidiaries, a schedule showing the depreciated basis (determined under GAAP) for each of the assets listed on SCHEDULE III, and such other statements as may be required by the Administrative Agent, accompanied, in the case of the consolidated financial statements referred to in this clause (ii), by a report and opinion thereon by Price Waterhouse or another independent certified public accountant of recognized national standing acceptable to the Administrative Agent which report shall (A) be unqualified as to going concern and scope of audit, (B) state that said financial statements fairly present the consolidated balance sheet financial condition and results of operations of Cali, the Parent Operating Partnership and its their Consolidated Subsidiaries as at the end of of, and for, such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, subject only and (C) contain no material exceptions or qualifications except for qualifications relating to normal year-end audit adjustments and accounting changes (with which such independent public accountants concur) in response to FASB releases or other authoritative pronouncements PROVIDED that, if Cali has filed an extension for the absence filing of footnotes. As such statements referred to any information contained in materials furnished pursuant to Section 7.02(dthis clause (ii), Cali shall deliver such statement to the Parent Administrative Agent within ten (10) days after filing thereof with the SEC which filing shall not be separately within fifteen (15) days of Cali's filing for such extension or such sooner time as required to furnish avert a Material Adverse Effect on Cali; and
(c) on a quarterly basis, a true, complete and correct rent roll for the Mortgaged Property, identifying each tenant, the expiration date of such information under clause (a) tenant's lease, the space covered by such lease, all extension, renewal, termination or (b) aboveexpansion rights, but the foregoing shall not be in derogation if any, of such tenant and any portion of the obligation Mortgaged Property demised to such tenant, if any, which is not occupied for the conduct of business by such tenant or any subtenant of such tenant, together with a certificate of the Borrower to furnish Operating Partnership, dated as of the information date of delivery of such rent roll, certifying that such rent roll is true, correct and materials described complete in clauses all material respects as of its date. All such financial statements under (a) and (b) above at shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the times specified periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein).
Appears in 1 contract
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lenders:
(a) as soon as available, but in any event within 120 days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021)Company and its Subsidiaries, a consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in consolidated statements of shareholders’ equity, equity and consolidated statement of cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent a certified public accountant of nationally recognized standing reasonably accounting firm acceptable to the Required LendersAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards in the United States and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; andaudit or with respect to the absence of any material misstatement and such consolidating statements to be certified by a Responsible Officer of the Company;
(b) as soon as available, but in any event within 60 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Company and its Subsidiaries, a consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations operations, consolidated statement of shareholders’ equity and consolidated statement of cash flows for such fiscal quarter and for the portion of the ParentCompany’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. ; As to any information contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause
(ac) or (b) aboveas soon as available, but in any event within 60 days after the foregoing shall not be in derogation end of each of the obligation Company’s fiscal years, projections for the next succeeding fiscal year, on a consolidated basis, on a quarterly basis, including a balance sheet as at the end of each relevant period and income statements and statements of cash flows for each relevant period and for the period commencing at the beginning of the Borrower fiscal year and ending on the last day of such relevant period, all in form and substance satisfactory to furnish the information Administrative Agent; and
(d) promptly upon transmission thereof, copies of all such financial statements, proxy statements, notices and materials described in clauses reports as it shall send to its public stockholders and copies of all registration statements (awithout exhibits) and all reports which it files with the Securities and Exchange Commission (b) above at or any governmental body or agency succeeding to the times specified thereinfunctions of the Securities and Exchange Commission).
Appears in 1 contract
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail satisfactory scope acceptable to the Administrative Agent and the Required Lenders and prepared consistent with past practices: in its discretion:
(a) as soon as available, but in any event within 120 90 days after the end of each fiscal year of Fiscal Year or, if earlier, 15 days after the Parent (commencing date required to be filed with the fiscal year ending December 31, 2021SEC or such other applicable foreign securities commission (without giving effect to any extension permitted by the SEC or such other applicable foreign securities commission), a consolidated Consolidated and consolidating balance sheet of the Parent and its Subsidiaries as at the end of such fiscal yearFiscal Year, and the related consolidated Consolidated and consolidating statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and prepared in accordance with GAAPIFRS, (i) such consolidated Consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required LendersAdministrative Agent (the “Auditor”), which report and opinion shall be prepared in accordance with generally accepted auditing audit standards of the Public Company Accounting Oversight Board and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and
(b) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022), a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, (ii) such consolidated consolidating statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower Agent to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of the Parent and its Subsidiaries;
(b) monthly, as soon as available, but in any event within 30 days after the end of each Fiscal Month, unaudited Consolidated and consolidating balance sheets of the Consolidated Group as of the end of such month and the related statements of income and cash flow for such month and the portion of the Fiscal Year then elapsed on a Consolidated basis for the Consolidated Group, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer or treasurer as a Responsible Officer of Borrower Agent as prepared in accordance with IFRS and fairly presenting the financial condition, results of operations, shareholders’ shareholders equity and cash flows of the Parent for such month and its Subsidiaries in accordance with GAAPperiod, subject only to normal year-end audit adjustments and the absence of footnotes. As ;
(c) as soon as available but not later than prior to the end of each Fiscal Year, monthly financial projections of the Consolidated Group on a Consolidated basis, in form reasonably satisfactory to the Administrative Agent, consisting of (i) Consolidated balance sheets and statements of income or operations and cash flows and (ii) monthly Availability for Borrowers for the immediately following Fiscal Year; and
(d) as to any information contained in materials furnished pursuant to Section 7.02(d), the Parent Loan Parties shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower Loan Parties to furnish the information and materials described in clauses subsections (a) and (b) above at the times specified therein.
Appears in 1 contract
Samples: Credit Agreement (Ferroglobe PLC)
01Financial Statements. Deliver to the Administrative Agent and a sufficient number of copies for delivery by Agent to each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practicesLenders:
(a) as soon as available, but in any event within 120 110 days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021)Borrower, a consolidated and consolidating balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity, ' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “"going concern” " or like qualification or exception or any qualification or exception as to the scope of such auditaudit or with respect to the absence of any material misstatement and such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the consolidated financial statements of Borrower and its Subsidiaries; and
(b) and as soon as available, but in any event within 60 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Borrower, a consolidated and consolidating balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations operations, shareholders' equity and cash flows for such fiscal quarter and for the portion of the Parent’s Borrower's fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ ' equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause (a) or (b) above; and as soon as available, but in any event at least 35 days after the foregoing shall not be end of each fiscal year of Borrower, forecasts prepared by management of Borrower, in derogation form reasonably satisfactory to Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of Borrower and its Subsidiaries on a quarterly basis for the obligation of immediately following fiscal year (including the Borrower to furnish fiscal year in which the information and materials described in clauses (a) and (b) above at the times specified thereinMaturity Date occurs).
Appears in 1 contract
Samples: Revolving Credit Agreement (Green Mountain Coffee Roasters Inc)
01Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lenders:
(a) as soon as available, but in any event within 120 90 days after the end of each fiscal year Fiscal Year of the Parent (commencing with the fiscal year ending December 31, 2021)Borrower, a consolidated and consolidating balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal yearFiscal Year, a consolidated and consolidating statement of income or operations, and the related consolidated statements of income or operations, changes in shareholders’ equity, ' equity and cash flows for such fiscal year, setting forth in the case of each case consolidated statement in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to audited (excluding the consolidating balance sheet and consolidating statement of income or operations, which shall be audited certified by the chief financial officer of the Borrower) and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lendersstanding, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” qualifications or like qualification or exception or any qualification or exception exceptions as to the scope of such audit; andaudit nor to any qualifications or exceptions not reasonably acceptable to the Required Lenders;
(b) as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Borrower, a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal quarterFiscal Quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter Fiscal Quarter and for the portion of the Parent’s fiscal year Borrower's Fiscal Year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter Fiscal Quarter of the previous fiscal year Fiscal Year and the corresponding portion of the previous fiscal yearFiscal Year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and
(c) as soon as practicable and in any event prior to the beginning of each Fiscal Year, a business plan of the Borrower and its Subsidiaries for the ensuing four fiscal quarters, and a condensed financial plan for the succeeding four quarters, such plans to be prepared in accordance with sound financial and managerial practices and to include, on a quarterly basis, the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet and a report containing management's discussion and analysis of such projections. As to any information contained in materials furnished pursuant to Section 7.02(d6.02(d), the Parent Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.
Appears in 1 contract
Samples: Credit Agreement (United States Lime & Minerals Inc)
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail satisfactory to the Administrative Agent (and Administrative Agent will provide to the Required Lenders and prepared consistent with past practices: Lenders):
(a) as soon as available, but in any event within 120 ninety (90) days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021)Borrower, a consolidated balance sheet of the Parent and its Subsidiaries Consolidated Parties as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required LendersAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and applicable Securities Laws and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and;
(b) as soon as available, but in any event within 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Borrower, a consolidated balance sheet of the Parent and its Subsidiaries Consolidated Parties as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the ParentBorrower’s fiscal year then ended, and the related consolidated statements of changes any other information included in shareholders’ equityBorrower’s Form 10-Q for such fiscal quarter, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent Borrower as fairly presenting presenting, in all material respects, the financial condition, results of operations, shareholders’ equity operations and cash flows of the Parent and its Subsidiaries Consolidated Parties in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As ;
(c) as soon as available, but in any event within thirty (30) days of the filing thereof, executed copies of all federal income tax returns, reports and declarations of Borrower, FSP Protective TRS Corp. and FSP REIT Protective Trust; and
(d) as soon as available, but in any event within twenty (20) days after the end of each calendar month (commencing with the first calendar month end to any information contained in materials furnished pursuant to Section 7.02(doccur after the First Amendment Effective Date), the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified thereinMonthly Reporting Package certified by a Responsible Officer.
Appears in 1 contract
Samples: Credit Agreement (Franklin Street Properties Corp /Ma/)
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lenders:
(a) as soon as available, but in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the Parent Borrower (commencing with the fiscal year ending December October 31, 20212023), a consolidated balance sheet of the Parent and its Subsidiaries Borrower as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared on an accrual basis in accordance with GAAP;
(b) as soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of FCE (commencing with the fiscal year ended October 31, 2023), a consolidated and consolidating balance sheet of FCE and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, consolidated changes in shareholders’ equity and consolidated cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared on an accrual basis in accordance with GAAP, such consolidated and consolidating statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders (it being acknowledged that KPMG is acceptable to the Required Lenders), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and;
(bc) as soon as available, but in any event within 60 one hundred twenty (120) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Tax Equity Holdco (commencing with the fiscal quarter ending March year ended December 31, 20222023), a consolidated and consolidating balance sheet of the Parent Tax Equity Holdco and its Subsidiaries as at the end of such fiscal quarteryear, and the related consolidated and consolidating statements of income or operations operations, consolidated changes in shareholders’ equity and consolidated cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared on an accrual basis in accordance with GAAP, such consolidated and consolidating statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders (it being acknowledged that KPMG is acceptable to the Required Lenders), which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;
(d) as soon as available, but in any event within sixty (60) days after the end of each of each fiscal quarter of each fiscal year of the Borrower (commencing with the fiscal quarter ended October 31, 2023), a balance sheet of the Borrower as at the end of such fiscal quarter, and the related statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the ParentBorrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detaildetail and prepared in accordance with GAAP, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of the Parent Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAPBorrower, subject only to normal year-end audit adjustments and the absence of footnotes. As to ;
(e) as soon as available, but in any information contained in materials furnished pursuant to Section 7.02(devent within sixty (60) days after the end of each of each fiscal quarter of each fiscal year of FCE (commencing with the fiscal quarter ended October 31, 2023), a consolidated and consolidating balance sheet of FCE and its Subsidiaries as at the Parent shall not end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of FCE’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such statements to be separately required certified by the chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of FCE as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of FCE and its Subsidiaries, subject only to furnish such information under clause normal year-end audit adjustments and the absence of footnotes;
(af) or (b) aboveas soon as available, but in any event within sixty (60) days after the foregoing shall not be end of each of each fiscal quarter of each fiscal year of Tax Equity Holdco (commencing with the fiscal quarter ended September 30, 2023), a consolidated and consolidating balance sheet of Tax Equity Holdco and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, changes in derogation shareholders’ equity and cash flows for such fiscal quarter and for the portion of Tax Equity Holdco’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the obligation previous fiscal year and the corresponding portion of the Borrower previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such statements to furnish be certified by the information chief executive officer, chief financial officer, treasurer or controller who is a Responsible Officer of Tax Equity Holdco as fairly presenting the financial condition, results of operations, shareholders’ equity and materials described cash flows of Tax Equity Holdco and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotes; and
(g) as soon as available, but in clauses any event within fifteen (a15) days of filing, copies of the state and (b) above at the times specified thereinfederal tax returns of Borrower.
Appears in 1 contract
01Financial Statements. Deliver The Borrower will furnish to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: :
(a) as soon as available, but and in any event within 120 90 days after the end of each fiscal year of the Parent Borrower (commencing with the fiscal year ending December 31, 20212023), a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal year, year and the related consolidated statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant accountants of nationally recognized standing reasonably acceptable to the Required Lendersstanding, which report and opinion shall be prepared in accordance with generally accepted auditing standards (and shall not be subject to any “going concern” or like qualification or qualification, exception or explanatory paragraph or any qualification qualification, exception or exception explanatory paragraph as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and
(b) as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Borrower, a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the ParentBorrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller a Financial Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Borrower and its US-DOCS\138379750.7 Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified thereinnotes.
Appears in 1 contract
Samples: Credit Agreement (Star Holdings)
01Financial Statements. Deliver to the Administrative Agent and for further distribution to each Lender, in a form and detail reasonably satisfactory to the Administrative Agent (provided that financial statements that conform with IFRS and any required SEC or other similar reporting rules binding on the Required Lenders and prepared consistent with past practices: Borrower shall be deemed satisfactory):
(a) as soon as available, but in any event within 120 [***] days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021)Borrower, a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAPIFRS, such consolidated statements to be audited and accompanied by a report and opinion of an Xxxxx & Young LLP (or EY Sweden) or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Required LendersAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards IFRS and shall not be subject to any “going concern” or like qualification or exception (other than a qualification for going concern resulting solely from the impending maturity of Indebtedness under this Agreement) or any qualification or exception as to the scope of such audit; and
(b) as soon as available, but in any event within 60 [***] days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Borrower, a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations operations, changes in shareholders’ equity and cash flows for such fiscal quarter and for the portion of the ParentBorrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Financial Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAPIFRS, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.
Appears in 1 contract
01Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Agent:
(a) as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Ultimate Parent (commencing with the fiscal year ending ended December 31, 2021), ,
(i) a copy of the consolidated balance sheet of the Ultimate Parent and its Subsidiaries as at the end of such fiscal year, year and the related consolidated statements of income or operations, changes in shareholdersstockholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an Xxxxxx LLP or any other independent certified public accountant accounting firm of nationally recognized standing reasonably acceptable to the Required LendersAdministrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; andaudit (excluding any “emphasis of matter” paragraph or any explanatory statement), other than any such qualification or exception resulting from or relating to (x) an actual or anticipated breach of a financial covenant contained in Section 6.13 or (y) an upcoming maturity date of the Indebtedness hereunder;
(ii) within (x) in the case of the balance sheet, 90 and (y) otherwise, 120 days after the end of each fiscal year of Primary Guarantor (commencing with the fiscal year ended December 31, 2021), a copy of the unaudited consolidated balance sheet of Primary Guarantor and its Subsidiaries as at the end of such fiscal year and the related consolidated statements of income or operations, changes in stockholders’ equity and cash flows for such fiscal year, certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, and cash flows of Primary Guarantor and its Subsidiaries in accordance with GAAP (subject only to normal year-end audit adjustments and the absence of footnotes);
(b) as soon as available, but in any event (i) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Ultimate Parent (commencing with the fiscal quarter ending March 31ended June 30, 20222021), a copy of the consolidated balance sheet of the Ultimate Parent and its Subsidiaries as at the end of such fiscal quarter, quarter and the related consolidated statements of income or operations operations, changes in stockholders’ equity and cash flows for such fiscal quarter and for the portion of the Parent’s fiscal year then endedthrough the end of such fiscal quarter, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholdersstockholders’ equity and cash flows of the Ultimate Parent and its Subsidiaries in accordance with GAAP, GAAP (subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.; and
Appears in 1 contract
01Financial Statements. Deliver to the Administrative Agent and (and, if delivered electronically, with a courtesy copy to each Lender, ) in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practicesLenders:
(a) as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021)Borrower, a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, ' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAPdetail, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required LendersLenders (the Lenders and the Administrative Agent hereby acknowledge that KPMG LLP is acceptable), which report and opinion shall be prepared in accordance with generally accepted auditing standards GAAP and shall not be subject to any “going concern” qualifications or like qualification or exception or any qualification or exception exceptions as to the scope of such auditthe audit nor to any qualifications and exceptions not reasonably acceptable to the Required Lenders; and
(b) and as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Borrower, a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations operations, shareholders' equity and cash flows for such fiscal quarter and for the portion of the Parent’s Borrower's fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity operations and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d6.02(d), the Parent Borrower shall not be separately required to furnish such information under clause (aSections 6.01(a) or (b) aboveand 6.01(b), but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (aSections 6.01(a) and (b6.01(b) above at the times specified therein.
Appears in 1 contract
Samples: Credit Agreement (Solectron Corp)
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Agent:
(a) as soon as available, but in any event within 120 ninety (90) days after the end of each fiscal year Fiscal Year of the Parent (commencing with the fiscal year ending December 31, 2021)Lead Borrower, a consolidated Consolidated balance sheet of the Parent Holdings and its Relevant Subsidiaries as at the end of such fiscal yearFiscal Year, and the related consolidated Consolidated statements of income or operations, changes in shareholdersShareholders’ equity, Equity and cash flows for such fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated Consolidated statements to be audited and accompanied by a report and unqualified opinion of an independent certified public accountant a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lendersstanding, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and, and such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower to the effect that such statements are fairly stated in all material respects when considered in relation to the Consolidated financial statements of Holdings and its Relevant Subsidiaries;
(b) as soon as available, but in any event within 60 forty-five (45) days after the end of each Fiscal Quarter of each Fiscal Year of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Lead Borrower, a consolidated Consolidated balance sheet of the Parent Holdings and its Relevant Subsidiaries as at the end of such fiscal quarterFiscal Quarter, and the related consolidated Consolidated statements of income or operations operations, Shareholders’ Equity and cash flows for such fiscal quarter Fiscal Quarter and for the portion of the ParentLead Borrower’s fiscal year Fiscal Year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d), (B) the corresponding fiscal quarter Fiscal Quarter of the previous fiscal year Fiscal Year and (C) the corresponding portion of the previous fiscal yearFiscal Year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholdersShareholders’ equity Equity and cash flows of the Parent Holdings and its Relevant Subsidiaries on a Consolidated basis as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As to ;
(c) for any information contained Fiscal Month during which Excess Availability at any time is less than forty percent (40%) of the Loan Cap, as soon as available, but in materials furnished any event within thirty (30) days after the end of each such Fiscal Month of each Fiscal Year of the Lead Borrower (except the last Fiscal Month of each of the first three (3) Fiscal Quarters of each Fiscal Year), a Consolidated balance sheet of Holdings and its Relevant Subsidiaries as at the end of such Fiscal Month, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Month, and for the portion of the Lead Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 7.02(d6.01(d) hereof, (B) the corresponding Fiscal Month of the previous Fiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by a Responsible Officer of the Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, Shareholders’ Equity and cash flows of Holdings and its Relevant Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; and ARTICLE VIIas soon as available, but in any event no more than seventy-five (75) days after the end of each Fiscal Year of the Lead Borrower, forecasts prepared by management of the Lead Borrower, in form satisfactory to the Agent, of Canadian Availability, Domestic Revolving Availability, Excess Availability and the Aggregate Revolving Borrowing Base, a statement of the projected number of Stores to be opened and closed by the Borrowers, and the Consolidated balance sheets and statements of income or operations and cash flows of Holdings and its Relevant Subsidiaries on a monthly basis for the immediately following Fiscal Year (including the Fiscal Year in which the Maturity Date occurs). At the reasonable request of the Agent, the Parent Loan Parties shall not be separately required deliver consolidating financial statements to furnish such information under clause (a) or (b) above, but the foregoing shall not be Agent for the periods specified in derogation each of the obligation of the Borrower to furnish the information and materials described in clauses (a) and – (d) of this Section 6.01 (but with respect to clause (c), only if Consolidated financial statements would otherwise be required to be delivered) within a reasonable period of time following the Agent’s request therefor. Notwithstanding the foregoing, the documents to be delivered pursuant to clauses (a), (b) and (c) above (to the extent such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered by posting such information, or providing a link thereto, on (i) Holdings’ website on the Internet at xxxxx://xx.xx.xxx/investor-overview (which website address may be modified from time to time upon notice to the times specified thereinAgent), (ii) on the Lead Borrower’s behalf, on an Internet or intranet website, if any, to which the Agent and the Lenders have access (whether a commercial, third-party website or whether sponsored by the Agent), or (iii) on XXXXX (the Electronic Data Gathering, Analysis and Retrieval system of the SEC) or any successor thereto; provided that, except in the case of any filing on XXXXX or any successor thereto, the Lead Borrower shall notify in writing (which can be by electronic mail) the Agent of the posting of any such document and, promptly upon request by the Agent, provide to the Agent by electronic mail an electronic version (i.e., a soft copy) of any such document specifically requested by the Agent.The Agent shall not have any obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Samples: Credit Agreement (Rh)
01Financial Statements. Deliver The Company shall deliver to the Administrative Agent and each LenderBank, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Majority Banks:
(a1) as soon as available, but in any event within 120 not later than 105 days after the end of each fiscal year year, a copy of the Parent (commencing with the fiscal year ending December 31, 2021), a audited consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such fiscal year, year and the related consolidated statements of income or operations, changes in shareholders’ equity, ' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and the opinion of an Deloitte & Touche or another nationally-recognized independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, accounting firm ("Independent Auditor") which report and opinion shall be prepared state that such consolidated financial statements present fairly the financial position for the periods indicated in accordance conformity with generally accepted auditing standards and GAAP applied on a basis consistent with prior years. Such opinion shall not be subject to qualified or limited because of a restricted or limited examination by the Independent Auditor of any “going concern” or like qualification or exception material portion of the Company's or any qualification Subsidiary's records or exception as to the scope of such audit; andany other reason;
(b2) as soon as available, but not later than 105 days after the end of each fiscal year, a copy of the balance sheet of Flex Products as at the end of such year and the related statements of income and cash flows for such year, setting forth in any event within each case in comparative form the figures for the previous fiscal year, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to ordinary, good faith audit adjustments and the absence of notes to such financial statements), the financial position and the results of operations of Flex Products;
(1) as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year year, a copy of the Parent (commencing with the fiscal quarter ending March 31, 2022), a unaudited consolidated balance sheet of the Parent Company and its Subsidiaries as at of the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in income, shareholders’ equity, ' equity and cash flows for the portion period commencing on the first day and ending on the last day of such quarter and commencing on the first day of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and ending on the corresponding portion last day of the previous fiscal yearsuch quarter, all in reasonable detail, such consolidated statements to be and certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent a Responsible Officer as fairly presenting the financial conditionpresenting, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAPGAAP (subject to ordinary, subject only to normal year-end good faith audit adjustments and the absence of footnotes. As notes to any information contained in materials furnished pursuant to Section 7.02(dsuch financial statements), the Parent shall not be separately required to furnish such information under clause financial position and the results of operations of the Company and the Subsidiaries;
(a2) or (b) aboveas soon as available, but not later than 60 days after the foregoing shall not be in derogation end of each of the obligation first three fiscal quarters of each fiscal year, a copy of the Borrower balance sheet of Flex Products as of the end of such quarter and the related statements of income and cash flows for the period commencing on the first day and ending on the last day of such quarter and commencing on the first day of the fiscal year and ending on the last day of such quarter, and certified by a Responsible Officer as fairly presenting, in accordance with GAAP (subject to furnish ordinary, good faith audit adjustments and the information absence of notes to such financial statements), the financial position and materials described in clauses (a) and (b) above at the times specified thereinresults of operations of Flex Products.
Appears in 1 contract
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Agent:
(a) as soon as available, but in any event within 120 ninety (90) days after the end of each fiscal year Fiscal Year of the Parent (commencing with the fiscal year ending December 31, 2021)Parent, a consolidated Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal yearFiscal Year, and the related consolidated statements of income or operations, changes in shareholdersShareholders’ equity, Equity and cash flows for such fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and unqualified opinion of an independent certified public accountant a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required LendersAgent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and;
(b) as soon as available, but in any event within 60 forty-five (45) days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Parent, a consolidated Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarterFiscal Quarter, and the related consolidated statements of income or operations operations, Shareholders’ Equity and cash flows for such fiscal quarter Fiscal Quarter and for the portion of the Parent’s fiscal year Fiscal Year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding fiscal quarter Fiscal Quarter of the previous fiscal year Fiscal Year and (C) the corresponding portion of the previous fiscal yearFiscal Year, all in reasonable detail, such consolidated Consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholdersShareholders’ equity Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As to ;
(c) as soon as available, but in any information contained event within thirty (30) days after the end of each of the Fiscal Months of each Fiscal Year of the Parent during an Increased Reporting Event, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such Fiscal Month, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such Fiscal Month, and for the portion of the Parent’s Fiscal Year then ended, setting forth in materials furnished each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 7.02(d6.01(d) hereof, (B) the corresponding Fiscal Month of the previous Fiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Month in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
(d) as soon as available, but in any event no more than thirty (30) days after the end of each Fiscal Year of the Parent, forecasts prepared by management of the Lead Borrower, in form satisfactory to the Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (including the Fiscal Year in which the Maturity Date occurs), the Parent shall not be separately required and as soon as reasonably available, any significant revisions to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower forecast with respect to furnish the information and materials described in clauses (a) and (b) above at the times specified thereinsuch Fiscal Year.
Appears in 1 contract
Samples: Credit Agreement (KOHLS Corp)
01Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lender
(a) as soon as available, but in any event within 120 ninety days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021)Company, a consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required LendersLender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; andand
(b) as soon as available, but in any event within 60 sixty days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Company, a consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the ParentCompany’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for such fiscal quarter and the portion of the ParentCompany’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent Company as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d7.02(c), the Parent Company shall not be separately required to furnish such information under clause (aSection 7.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower Company to furnish the information and materials described in clauses (aSection 7.01(a) and or (b) above at the times specified therein..
Appears in 1 contract
Samples: Credit Agreement (Wd 40 Co)
01Financial Statements. Deliver The Borrower will furnish to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: :
(a) as soon as available, but and in any event within 120 90 days after the end of each fiscal year of the Parent Borrower (commencing with the fiscal year ending December 31, 20212023), a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal year, year and the related consolidated statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant accountants of nationally recognized standing reasonably acceptable to the Required Lendersstanding, which report and opinion shall be prepared in accordance with generally accepted auditing standards (and shall not be subject to any “going concern” or like qualification or qualification, exception or explanatory paragraph or any qualification qualification, exception or exception explanatory paragraph as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; and
(b) as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Borrower, a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the ParentBorrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller a Financial Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified thereinnotes.
Appears in 1 contract
Samples: Credit Agreement (Safehold Inc.)
01Financial Statements. Deliver The Borrower shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory (which shall make the same available to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lenders):
(a) as soon as available, but in any event within not later than 120 days after the end of each fiscal year Fiscal Year, a copy of the Parent (commencing with the fiscal year ending December 31, 2021), a audited consolidated balance sheet of the Parent Holdings and its Subsidiaries as at the end of such fiscal year, Fiscal Year and the related consolidated statements of income or operations, changes in shareholdersmembers’ equity, equity and cash flows for such fiscal yearFiscal Year, setting forth in each case for each Fiscal Year in comparative form the figures for the previous fiscal yearFiscal Year, and accompanied by (x) the report of an independent certified public accounting firm of recognized national standing, which report shall (i) contain an opinion stating that such consolidated financial statements present fairly in all in reasonable detail material respects the financial condition as of the dates and prepared for the periods indicated and in accordance with GAAP, such consolidated statements and (ii) not include any explanatory note or like exception or qualification expressing substantial doubt as to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or status (except to the extent such explanatory note, exception or qualification is due solely to (1) the scheduled maturity of any qualification Indebtedness (or exception as the scheduled termination of any commitments to provide Indebtedness) occurring within one year from the scope date of such audit; andreport or (2) any prospective default under any financial maintenance covenant (including the Financial Covenant)) and (y) a customary “management discussion and analysis” narrative report with respect to such financial statements.
(b) as soon as available, but in any event within 60 not later than 45 days after the end of each of the first three fiscal quarters Fiscal Quarter of each fiscal year of the Parent Fiscal Year (commencing with the fiscal quarter ending March 31Fiscal Quarter ended on or about September 30, 20222021), a copy of the internally prepared unaudited consolidated balance sheet of the Parent Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations for and cash flows as of the end of such fiscal quarter Fiscal Quarter and for the portion of the Parent’s fiscal year Fiscal Year then ended, and the related consolidated statements all certified on behalf of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Holdings and its Subsidiaries by a Responsible Officer of Holdings as fairly presenting, in all material respects, in accordance with GAAP, the financial condition and results of operations of Holdings and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotesfootnote disclosures, accompanied by a customary “management discussion and analysis” narrative report with respect to such financial statements. As to any information contained in materials furnished pursuant to Section 7.02(d)Notwithstanding the foregoing, the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described obligations in clauses (a) and (b) above of this Section 6.01 may be satisfied with respect to financial statements of Holdings and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent company of Holdings or (B) Holdings’ (or any direct or indirect parent company thereof), as applicable, Form 10-K or 10-Q, as applicable, that is responsive in all material respects to the requirements of the applicable form and filed with the SEC; provided that, with respect to each of clauses (A) and (B) of this paragraph, to the extent such information relates to a direct or indirect parent company of Holdings, such information is accompanied by other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and its Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a) and (b) of this Section 6.01, and clause (e) of Section 6.02, may be delivered electronically and if so delivered, subject to the second proviso below, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet, (ii) such documents are posted on the Borrower’s behalf on any Platform, if any, to which each Lender and the Administrative Agent have access or (iii) such documents are publicly available on the SEC’s website on the internet at xxx.xxx.xxx; provided that: (x) the times specified thereinCredit Parties shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the CHAR1\0000000x0 posting of any such documents and provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Credit Parties with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Samples: Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lenders:
(a) as soon as available, but and in any event within 120 ninety (90) days after the end of each fiscal year of the Parent Borrower (commencing or, if earlier, when required to be filed with the SEC), a consolidated statement of financial position of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of net loss and comprehensive loss, changes in equity and cash flows for such fiscal year ending December 31(or, 2021)following the conversion to the Applicable Accounting Standard set forth in clause (b) of such definition, a consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal year), setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAPthe Applicable Accounting Standard, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and
(b) as soon as available, but and in any event within 60 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Borrower (commencing or, if earlier, when required to be filed with the fiscal quarter ending March 31, 2022SEC), a consolidated balance sheet statement of financial position of the Parent Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations net loss and comprehensive loss, changes in equity and cash flows for such fiscal quarter and for the portion of the ParentBorrower’s fiscal year then endedended (or, following the conversion to the Applicable Accounting Standard set forth in clause (b) of such definition, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, changes in shareholders’ equity, equity and cash flows for such fiscal quarter and for the portion of the ParentBorrower’s fiscal year then ended), setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries in accordance with GAAPthe Applicable Accounting Standard, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.
Appears in 1 contract
01Financial Statements. Deliver to the Administrative Agent and (which will promptly furnish such information to each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: ):
(a) as soon as available, but in any event within 120 90 days after the end of each fiscal year of the Parent Borrower (or, if earlier, fifteen (15) days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)), commencing with the fiscal year ending ended December 31, 2021)2020, a consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, and accompanied by an opinion of such accountants which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception (other than solely with respect to, or resulting solely from an upcoming maturity date under this Agreement occurring within one year from the time such opinion is delivered) or any qualification or exception as to the scope of such audit; and;
(b) as soon as available, but in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Borrower (commencing or, if earlier, five (5) days after the date required to be filed with the fiscal quarter ending March 31, 2022SEC (without giving effect to any extension permitted by the SEC)), a consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations operations, changes in shareholders’ equity, and cash flows for such fiscal quarter and for the portion of the ParentBorrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Borrower and its Restricted Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
(c) in the event that any Unrestricted Subsidiaries exist at such time, then simultaneously with the delivery of each set of consolidated financial statements referred to in clauses (a) and (b) above, a summary statement, prepared in good faith by a Responsible Officer of the Borrower, reflecting adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries from such consolidated financial statements. As to any information contained in materials furnished pursuant to Section 7.02(d6.02(b), the Parent Borrower shall not be separately required to furnish such information under clause (aSection 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (aSections 6.01(a) and (b) above at the times specified therein.. Documents required to be delivered pursuant to this Section or Section 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC and available in XXXXX) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provide a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) on which such report is filed electronically with the SEC’s XXXXX system. Notwithstanding anything contained herein, unless the Administrative Agent otherwise agrees, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02 to the
Appears in 1 contract
Samples: Credit Agreement (TopBuild Corp)
01Financial Statements. Deliver Parent or the Borrower, as applicable, shall deliver to the Administrative Agent and for prompt further distribution to each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: :
(a) as soon as available, but in any event within 120 one-hundred and twenty (120) days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021)year, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholdersstockholders’ equity, equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAPGAAP or IFRS, such consolidated statements to be as applicable, audited and accompanied by a short-form management discussion & analysis and a report and opinion of an independent certified registered public accountant accounting firm of nationally recognized standing reasonably acceptable to the Required Lendersstanding, which report and opinion shall be prepared in accordance with generally accepted auditing standards or international financial reporting standards and shall not be subject to contain any “going concern” qualifications or like qualification or exception or any qualification or exception exceptions as to the scope of such audit; andaudit or any “going concern” explanatory paragraph or like qualification (excluding any “emphasis of matter” paragraph) (other than resulting from (x) the impending maturity of any Indebtedness and (y) with respect to the Loans, any actual or prospective breach of any financial covenant);
(b) as soon as available, but in any event within 60 sixty (60) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarterquarter and in comparative format, the prior fiscal year end and the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicablecommencing with the quarterly financial statements for the quarter ending March 31, 2023, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, and statements of stockholders’ equity for the current fiscal quarter and consolidated statement of cash flows for the portion of the fiscal year then ended, setting forth, in each case, in comparative form, commencing with the quarterly financial statements for the quarter ending March 31, 2023, the figures for the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be detail and accompanied by a short-form management discussion & analysis and certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent as fairly presenting in all material respects the financial condition, results condition of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAPGAAP or IFRS, as applicable subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained ; and
(c) no later than ninety (90) days after the end of each fiscal year, a detailed consolidated budget in materials furnished pursuant to Section 7.02(d), the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation respect of the Borrower for the next such fiscal year on a quarterly basis (including projected consolidated EBITDA and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Parent stating that such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to furnish be reasonable at the information time of preparation of such Projections, it being understood that actual results may vary from such Projections and materials described that such variations may be material. Notwithstanding the foregoing, the obligations in clauses (a) and (b) above of this Section 6.01 may be satisfied with respect to financial information of the Parent and its Subsidiaries by furnishing (A) the applicable financial statements of the Parent (or any direct or indirect parent of the Parent) or (B)the Parent’s (or any direct or indirect parent thereof), as applicable, Form 6-K or Form 20-F, as applicable, filed with the SEC; provided that, with respect to clauses (A) and (B), to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of any independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and, except as permitted by Section 6.01(a), shall not contain any qualifications or exceptions as to the scope of such audit or any “going concern” explanatory paragraph or like qualification (excluding any “emphasis of matter” paragraph) (other than resulting from (x) the impending maturity of any Indebtedness and (y) with respect to the Loans, any actual or prospective breach of any financial covenant). Documents required to be delivered pursuant to this Section 6.01 and Section 6.02(b) and (c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the times specified thereinBorrower’s website; provided that: (i) upon reasonable written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Argo Blockchain PLC)
01Financial Statements. Deliver to the Administrative Agent and each LenderAgent, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Agent:
(a) as soon as available, but in any event within 120 90 days after the end of each fiscal year Fiscal Year of the Parent (commencing with the fiscal year ending December 31, 2021)Parent, a consolidated Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal yearFiscal Year, and the related consolidated statements of income or operations, changes in shareholdersShareholders’ equity, Equity and cash flows for such fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and unqualified opinion of an independent certified public accountant a Registered Public Accounting Firm of nationally recognized standing or otherwise reasonably acceptable to the Required LendersAgent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; andprovided, however, that such statements shall be deemed received by the Agent upon their filing with the SEC; DB1/ 133985272.1133985272.4
(b) as soon as available, but in any event within 60 45 days after the end of each Fiscal Quarter of each Fiscal Year of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Parent, a consolidated Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarterFiscal Quarter, and the related consolidated statements of income or operations operations, Shareholders’ Equity and cash flows for such fiscal quarter Fiscal Quarter and for the portion of the Parent’s fiscal year Fiscal Year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, setting forth in each case setting forth in comparative form, as applicable, form the figures for (A) the corresponding fiscal quarter Fiscal Quarter of the previous fiscal year Fiscal Year and (B) the corresponding portion of the previous fiscal yearFiscal Year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller a Responsible Officer of the Parent Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholdersShareholders’ equity Equity and cash flows of the Parent and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As ; provided, however, that such statements shall be deemed received by the Agent upon their filing with the SEC;
(c) at any time that a Weekly Borrowing Base Delivery Event is continuing, then as soon as available, but in any event within 30 days after the end of each month of each Fiscal Year of the Parent, a Consolidated balance sheet of the Parent and its Subsidiaries as at the end of such month, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such month and for the portion of the Parent’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) the corresponding month of the previous Fiscal Year and (B) the corresponding portion of the previous Fiscal Year, all in reasonable detail, certified by a Responsible Officer of the Lead Borrower as fairly presenting in all material respects the financial condition, results of operations, Shareholders’ Equity and cash flows of the Parent and its Subsidiaries as of the end of such month in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; provided, however, that such statements shall be deemed received by the Agent upon their filing with the SEC; and
(d) as soon as available, but in any information contained event no more than 90 days after the end of each Fiscal Year of the Parent, forecasts prepared by management of the Lead Borrower, in materials furnished pursuant form reasonably satisfactory to Section 7.02(dthe Agent, of Excess Availability and of the consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (including the Fiscal Year in which the Maturity Date occurs), the Parent shall not be separately required and promptly after they become available, any significant revisions to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower forecast with respect to furnish the information and materials described in clauses (a) and (b) above at the times specified thereinsuch Fiscal Year.
Appears in 1 contract
01Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lender
(a) as soon as available, but in any event within 120 ninety days after the end of each fiscal year of the Parent (commencing with the fiscal year ending December 31, 2021)Company, a consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, ' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required LendersLender, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “"going concern” " or like qualification or exception or any qualification or exception as to the scope of such audit; andand
(b) as soon as available, but in any event within 60 forty-five days after the end of each of the first three fiscal quarters of each fiscal year of the Parent (commencing with the fiscal quarter ending March 31, 2022)Company, a consolidated balance sheet of the Parent Company and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Parent’s Company's fiscal year then ended, and the related consolidated statements of changes in shareholders’ ' equity, and cash flows for such fiscal quarter and the portion of the Parent’s Company's fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be detail and certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent Company as fairly presenting the financial condition, results of operations, shareholders’ ' equity and cash flows of the Parent Company and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. As to any information contained in materials furnished pursuant to Section 7.02(d7.02(c), the Parent Company shall not be separately required to furnish such information under clause (aSection 7.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower Company to furnish the information and materials described in clauses (aSection 7.01(a) and or (b) above at the times specified therein..
Appears in 1 contract
Samples: Credit Agreement (Wd 40 Co)
01Financial Statements. Deliver The Borrower shall deliver to the Administrative Agent and each Lender, in form and detail satisfactory (which shall make the same available to the Administrative Agent and the Required Lenders and prepared consistent with past practices: Lenders): 13675000v5
(a) as soon as available, but in any event within not later than 120 days after the end of each fiscal year Fiscal Year, a copy of the Parent (commencing with the fiscal year ending December 31, 2021), a audited consolidated balance sheet of the Parent Holdings and its Subsidiaries as at the end of such fiscal year, Fiscal Year and the related consolidated statements of income or operations, changes in shareholdersmembers’ equity, equity and cash flows for such fiscal yearFiscal Year, setting forth in each case for each Fiscal Year in comparative form the figures for the previous fiscal yearFiscal Year, and accompanied by (x) the report of an independent certified public accounting firm of recognized national standing, which report shall (i) contain an opinion stating that such consolidated financial statements present fairly in all in reasonable detail material respects the financial condition as of the dates and prepared for the periods indicated and in accordance with GAAP, such consolidated statements and (ii) not include any explanatory note or like exception or qualification expressing substantial doubt as to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or status (except to the extent such explanatory note, exception or qualification is due solely to (1) the scheduled maturity of any qualification Indebtedness (or exception as the scheduled termination of any commitments to provide Indebtedness) occurring within one year from the scope date of such audit; andreport or (2) any prospective default under any financial maintenance covenant (including the Financial CovenantCovenants)) and (y) a customary “management discussion and analysis” narrative report with respect to such financial statements.
(b) as soon as available, but in any event within 60 not later than 45 days after the end of each of the first three fiscal quarters Fiscal Quarter of each fiscal year of the Parent Fiscal Year (commencing with the fiscal quarter ending March 31Fiscal Quarter ended on or about September 30, 20222021), a copy of the internally prepared unaudited consolidated balance sheet of the Parent Holdings and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations for and cash flows as of the end of such fiscal quarter Fiscal Quarter and for the portion of the Parent’s fiscal year Fiscal Year then ended, and the related consolidated statements all certified on behalf of changes in shareholders’ equity, and cash flows for the portion of the Parent’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Parent Holdings and its Subsidiaries by a Responsible Officer of Holdings as fairly presenting, in all material respects, in accordance with GAAP, the financial condition and results of operations of Holdings and its Subsidiaries, subject only to normal year-end audit adjustments and the absence of footnotesfootnote disclosures, accompanied by a customary “management discussion and analysis” narrative report with respect to such financial statements. As to any information contained in materials furnished pursuant to Section 7.02(d)Notwithstanding the foregoing, the Parent shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described obligations in clauses (a) and (b) above of this Section 6.01 may be satisfied with respect to financial statements of Holdings and its Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent company of Holdings or (B) Holdings’ (or any direct or indirect parent company thereof), as applicable, Form 10-K or 10-Q, as applicable, that is responsive in all material respects to the requirements of the applicable form and filed with the SEC; provided that, with respect to each of clauses (A) and (B) of this paragraph, to the extent such information relates to a direct or indirect parent company of Holdings, such information is accompanied by other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and its Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a) and (b) of this Section 6.01, and clause (e) of Section 6.02, may be delivered electronically and if so delivered, subject to the second proviso below, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet, (ii) such documents are posted on the Borrower’s behalf on any Platform, if any, to which each Lender and the Administrative Agent have access or (iii) such documents are publicly available on the SEC’s website on the internet at xxx.xxx.xxx; provided that: (x) the times specified thereinCredit Parties shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrower shall notify the Administrative Agent and each Lender (by fax transmission or e-mail transmission) of the posting of any such documents and provide to the Administrative Agent by e-mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Credit Parties with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Samples: Credit Agreement (Lulu's Fashion Lounge Holdings, Inc.)
