Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender: (a) As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments; (b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standards; (c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto; (d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived; (e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice; (f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower; (g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end. (h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis. (i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 2 contracts
Samples: Loan Agreement (CRM Holdings, Ltd.), Loan Agreement (CRM Holdings, Ltd.)
Accounting; Financial Statements and Other Information. Borrower shall maintain The Company will maintain, and will cause each of its Subsidiaries to maintain, a standard system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involvedgenerally accepted accounting principles, and will set aside on its books for each Quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expensesaccrue, and for other purposes will cause each of its Subsidiaries to accrue, all such liabilities as shall be required by GAAPgenerally accepted accounting principles. Borrower The Company will deliver or cause (in duplicate) to be delivered each holder of any Shares purchased pursuant to the Lenderthis Agreement:
(a) As soon as practicable within 150 days after the end of the fiscal year ending December 31, 1996, and within 90 days after the end of each Quarter in each fiscal year of the Company thereafter, an unqualified audit of the Company and its Subsidiaries on a consolidated and consolidating basis, as of the close of such fiscal year, except including a balance sheet and statement of income and surplus, with notes thereon, together with the lastunqualified audit report and opinion of Ernst & Young, LLP or other "Big Six" independent public accountant, showing the financial condition of the Company and its Subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared in any event accordance with generally accepted accounting principles;
(b) Within 65 days after the end of each fiscal year of each Affiliated Insurer, unaudited financial statements prepared on a Statutory Accounting Basis in the form required to be filed with the Commissioner;
(c) In the case of fiscal year ending December 31, 1996 only, within 90 days after the end of such fiscal year of the Company unaudited, consolidated and consolidating financial statements of the Company;
(d) Within 150 days after the end of each fiscal year of each Affiliated Insurer an audit of such Affiliated Insurer and its subsidiaries, as prescribed by its state of domicile, as of the close of such fiscal year, together with the audit report and opinion of such "Big Six" independent public accountant, showing the financial condition of such Affiliated Insurer and its subsidiaries at the close of such year and the results of operations during such year, such financial statements to be prepared on the Statutory Accounting Basis and to contain no qualifications which are unacceptable to the Purchasers;
(e) Within forty-five (45) days thereafterafter the end of the first three fiscal quarters of each fiscal year of the Company, financial statementsstatements of the Company, including such financial statements to include an income statement, statement and balance sheet, statement of condition certified as accurate by an officer of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustmentsCompany;
(bf) As soon as practicable Within forty-five (45) days after the end of each fiscal yearquarter, and quarterly financial statements for each Affiliate Insurer prepared on a Statutory Accounting Basis, in any event within ninety the form required to be filed with the Commissioner;
(90g) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower As soon as of available after the end of such yeareach month, and statement of cash flow and changes monthly management information reports generated in financial position the ordinary course of the Borrower business, detailing among other things gross premiums written and loss experience for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standardsmonth;
(ch) Together promptly upon receipt thereof, copies of all reports submitted to the Company by independent public accountants in connection with each set annual, interim or special audit of financial statements required the books of the Company or any Subsidiary made by subparagraphs such accountants, including, without limitation, the comment letter submitted by such accountants to management in connection with their annual audit;
(ai) and (b) above, a certificate by the chief financial officer or other authorized immediately upon any executive officer of Borrower stating that the representations Company obtaining knowledge of any condition or event which constitutes a default under this Agreement, an Officers' Certificate describing the same and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what actionaction the Company has taken, if any, the Borrower is taking or and proposes to take with respect thereto;
(dj) Promptly and immediately upon any principal officer of the Company or any other officer of the Company involved in any event within ten (10) days after its financial administration obtaining knowledge of the occurrence of any (i) "reportable event", as such term is defined in section 4043 of ERISA, or (ii) "prohibited transaction", as such term is defined in section 4975 of the Code, in connection with any Plan or any trust created thereunder, a Reportable Event written notice specifying the nature thereof, what action the Company has taken, is taking and proposes to take with respect to a Planthereto, a copy of and, when known, any materials required to be filed with action taken or threatened by the Internal Revenue Service or the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;thereto; and
(ek) Promptly upon receiptwith reasonable promptness, such other financial reports and in no event more than two (2) Business Days after receipt, of a notice by Borrower information and data with respect to the Company or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings its Subsidiaries as from time to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period endtime may be reasonably requested.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Direct General Corp), Preferred Stock Purchase Agreement (Direct General Corp)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standards;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 2 contracts
Samples: Loan Agreement (CRM Holdings, Ltd.), Loan Agreement (CRM Holdings, Ltd.)
Accounting; Financial Statements and Other Information. The Borrower shall will maintain a standard system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books all such proper reserves for each Quarter and fiscal year, the proper amounts or accruals year for depreciation, obsolescence, amortization, bad debts, current debts and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. The Borrower will deliver deliver, or cause to be delivered delivered, to the Lender:
(a) As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) 5.5.1 As soon as practicable after the end of each fiscal yearyear of the Borrower, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, a balance sheet, statement of condition sheet of the Borrower as of at the end of such yearyear and the related statements of income, and statement of cash flow retained earnings, shareholders' equity and changes in financial position of the Borrower for such year, all in reasonable detail and satisfactory in scope to the Lender, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, which statements shall be prepared in accordance with GAAP (subject to minor reclassifications) and prepared by management and with in one hundred and eighty days (180), Financial Statements in accordance with GAAP audited by an independent certified public accounting firm of recognized standing selected by the Borrower and acceptable to the Lender, and shall fairly present the financial position and operations of the Borrower as of the end of such year;
5.5.2 As soon as practicable, but in no event later than thirty (30) days prior to end of each fiscal year, projected financial statements, business plan, and cash flow forecasts for the next fiscal year, together with such supporting information as the Lender may reasonably request.
5.5.3 As soon as practicable following the end of the each fiscal quarter of the Borrower, but in any event not later than sixty (60) days thereafter, an unaudited balance sheet of the Borrower as of the end of such quarter and the related combined statements of income, retained earnings and shareholders' equity of the Borrower for such quarter, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory in scope to the Lender, and setting forth for each such period in comparative form the corresponding figures for the appropriate period of the preceding fiscal year, which statements shall be prepared in accordance with generally accepted review standardsGAAP and, subject to normal year-end adjustments, shall present fairly the financial position and operations of the Borrower as at the end of the period involved;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) 5.5.4 Promptly upon receipt thereof, copies of all written any reports (including, without limitation, any management letters) submitted to the Borrower by any independent accountants certified public accountant in connection with any the examination of the annual or interim compilation and/or review financial statements of the books of BorrowerBorrower by such accountant;
(g) Annual accountant prepared 5.5.5 Promptly upon the issuance thereof, copies of all reports, if any, sent by the Borrower to the Securities and Exchange Commission or any other governmental agency or any securities exchange;
5.5.6 On a monthly basis, a written update on the status of the registration of equity securities by each of GreenShift, GS AgriFuels and GS CleanTech pursuant to certain existing agreements with the Lender;
5.5.7 Concurrently with the delivery of the financial statements for Guarantor EIMARrequired to be furnished by Sections 5.5.1 and 5.5.2 hereof, L.L.C. within ninety a certificate signed by the chief executive officer of the Borrower stating (90a) days that a review of period end.
(h) Annual tax returns the activities of each individual Guarantor shall be provided within thirty during such period has been made under his immediate supervision with a view to determining whether such entity has observed, performed and fulfilled all of its obligations under this Agreement, and (30b) days that to his knowledge there existed during such period no Default or Event of filing Default or if any such Default or Event of Default did exist, specifying the nature thereof, the period of existence thereof and each individual Guarantor shall provide personal what action such entity proposes to take, or has taken, with respect thereto;
5.5.8 Promptly upon learning of the occurrence of any Default or Event of Default, a certificate signed by the chief executive officer of the Borrower specifying the nature thereof and the action the Borrower propose to take or has taken with respect thereto;
5.5.9 Immediately upon becoming aware of any development or other information which may materially and adversely affect the properties, business, profits, condition of the Collateral or financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdingscondition of the Borrower or the ability of the Borrower to perform or comply with this Agreement or to pay any of the Obligations, LLC shall be provided within thirty (30) days telephonic or telegraphic notice specifying the nature of filing.such development or information and such anticipated effect;
Appears in 2 contracts
Samples: Credit Agreement (GS Energy CORP), Credit Agreement (GS Cleantech Corp)
Accounting; Financial Statements and Other Information. Borrower shall maintain The Company will maintain, and will cause each of its Subsidiaries to maintain, a standard system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower The Company will deliver or cause (in duplicate) to be delivered to the Lenderyou, so long as you shall hold any Debentures:
(a) As as soon as practicable after the end of each Quarter in each fiscal yearpracticable, except the lastand, and in any event within forty-five (45) days thereaftercase, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafterafter the close of each fiscal year, audit quality financial statements, including income statement, balance sheet, statement of condition two (2) copies of the Borrower consolidated balance sheet of the Company and its Subsidiaries setting forth their consolidated financial condition as of at the end of such fiscal year, together with consolidated statements of income, stockholders' equity and statement cash flows of the Company and its Subsidiaries for such fiscal year, all in reasonable detail, such consolidated balance sheet and statements of income, stockholders' equity and cash flow flows to be accompanied by an opinion with respect thereto of independent public accountants of recognized national standing, who may be the present regular auditors of the books of the Company, which opinion (i) shall state that such financial statements present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Company, in conformity with GAAP applied on a consistent basis during the period (except for changes in application in which such accountants concur), and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances, or (ii) shall, using appropriate language that at the time shall have been adopted by the American Institute of Certified Public Accountants and generally employed by the accounting profession, certify in substance that such financial statements present fairly the consolidated financial position and the consolidated results of operations and cash flows of the Borrower Company, in conformity with GAAP applied on a consistent basis during the period (except for changes in application in which such accountants concur), and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and, accordingly, included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; provided that, the delivery within the time period specified above (or, if later, within five (5) days of timely filing with the Commission) of the Company's Annual Report on Form 10-K (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) for any fiscal year prepared in compliance with the requirements therefor and filed with the Commission shall be deemed to satisfy the requirements of this Section 7.1(a) for such fiscal year;
(b) as soon as practicable and, in any case, within sixty (60) days after the end of the first, second and third quarterly accounting periods in each fiscal year, an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such accounting period, and unaudited consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for such period and for the fiscal year to date, setting forth in each case in comparative form the figures for the previous fiscal yearcorresponding periods a year earlier, all in reasonable detail detail, prepared and prepared certified by an independent certified public accountantthe Treasurer or the Controller or any Vice President of the Company as presenting fairly such financial condition and results of operations, selected by Borrower and satisfactory subject to changes resulting from year-end audit adjustments; provided that, delivery within the Lendertime period specified above (or, and if later, within five (5) days of timely filing with the Commission) of copies of the Company's Quarterly Report on Form 10-Q for any quarterly accounting period prepared in accordance compliance with generally accepted review standardsthe requirements thereof and filed with the Commission shall be deemed to satisfy the requirements of this Section 7.1(b) for such quarterly accounting period;
(c) Together with each set promptly after the submission thereof to the Company, copies of financial statements required all communications prepared by subparagraphs (a) and (b) aboveindependent accountants regarding matters of material weakness of internal accounting controls submitted to the Company's senior management, a certificate its Board of Directors or the audit committee of its Board of Directors, as contemplated by the chief financial officer or other authorized officer American Institute of Borrower stating that the representations and warranties contained in this Agreement are true and correct as Certified Public Accountants Statement of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect theretoAuditing Standards No. 60;
(d) Promptly promptly upon distribution thereof, copies of all such financial or other statements, including proxy statements and in any event within ten (10) days after reports, as the occurrence Company shall send to the holders of a Reportable Event with respect to a Plan, a copy its Common Stock or the holders of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waivedSenior Notes;
(e) Promptly upon receiptpromptly after filing thereof, copies of all regular and in no event more periodic reports and registration statements which the Company may file with the Commission, other than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such noticeregistration statements on Form S-8;
(f) Promptly promptly upon receipt thereof, copies of all written reports submitted any notices received from any administrative official or agency relating to the Borrower by independent accountants in connection with any annual order, ruling, statute or interim compilation and/or review the books of Borrower;other law or information which might have or cause a Material Adverse Effect; and
(g) Annual accountant prepared financial statements for Guarantor EIMARpromptly upon request therefor, L.L.C. within ninety such information as to the business and properties of the Company as you may from time to time reasonably request. Notwithstanding any other provision of this Section 7.1, the Company will be required to deliver to BAe and Matra only, and not to any other holder of Debentures, the materials specified in paragraphs (90a), (b), (c), (f) days and (g). The Company will deliver (in duplicate) to each holder of period endDebentures (other than BAe and Matra) the materials specified in paragraphs (d) and (e).
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 2 contracts
Samples: Debenture Purchase Agreement (Orion Newco Services Inc), Debenture Purchase Agreement (British Aerospace Holdings Inc)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter fiscal quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter fiscal quarter in each fiscal year, except the last, and in any event within forty-five (45) 45 days thereafter, internally prepared consolidated and consolidating financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarterfiscal quarter, and statements of cash flow, changes in financial position, and common shareholder's ’s equity for such Quarterfiscal quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) 120 days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, accompanied by a report and unqualified opinion of an independent certified public accountant of recognized standing, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review audit standards;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;; and
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Loan Agreement (Anaren Inc)
Accounting; Financial Statements and Other Information. The Borrower shall will maintain a standard system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books all such proper reserves for each Quarter and fiscal year, the proper amounts or accruals year for depreciation, obsolescence, amortization, bad debts, current debts and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. The Borrower will deliver deliver, or cause to be delivered delivered, to the Lender:
(a) As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) 5.5.1 As soon as practicable after the end of each fiscal yearyear of the Borrower, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, a balance sheet, statement of condition sheet of the Borrower as of at the end of such yearyear and the related statements of income, and statement of cash flow retained earnings, shareholders' equity and changes in financial position of the Borrower for such year, all in reasonable detail and satisfactory in scope to the Lender, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, which statements shall be prepared in accordance with GAAP (subject to minor reclassifications) and prepared by management and with in one hundred and eighty days (180), Financial Statements in accordance with GAAP audited by an independent certified public accounting firm of recognized standing selected by the Borrower and acceptable to the Lender, and shall fairly present the financial position and operations of the Borrower as of the end of such year;
5.5.2 As soon as practicable following the end of the first and third fiscal quarter of the Borrower, but in any event not later than sixty (60) days thereafter, an unaudited balance sheet of the Borrower as of the end of such quarter and the related combined statements of income, retained earnings and shareholders' equity of the Borrower for such quarter, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory in scope to the Lender, and setting forth for each such period in comparative form the corresponding figures for the appropriate period of the preceding fiscal year, which statements shall be prepared in accordance with generally accepted review standardsGAAP and, subject to normal year-end adjustments, shall present fairly the financial position and operations of the Borrower as at the end of the period involved;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) 5.5.3 Promptly upon receipt thereof, copies of all written any reports (including, without limitation, any management letters) submitted to the Borrower by any independent accountants certified public accountant in connection with any the examination of the annual or interim compilation and/or review financial statements of the books of BorrowerBorrower by such accountant;
(g) Annual accountant prepared financial statements for Guarantor EIMAR5.5.4 Promptly upon the issuance thereof, L.L.C. within ninety (90) days copies of period endall reports, if any, sent by the Borrower to the Securities and Exchange Commission or any other governmental agency or any securities exchange; 5.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Credit Agreement (Gs Agrifuels Corp)
Accounting; Financial Statements and Other Information. Borrower shall maintain Each Obligor will maintain, and each Obligor will cause each Restricted Subsidiary to maintain, a standard system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involvedGAAP, and will set aside on its books for each Quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expensesaccrue, and for other purposes will cause each Restricted Subsidiary to accrue, all such liabilities as shall be required by GAAP. Borrower The Obligors will deliver to each Purchaser (in duplicate, unless such Purchaser has advised the Obligors otherwise), so long as such Purchaser shall be entitled to purchase Notes under this Agreement or cause such Purchaser or such Purchaser's nominee shall be the holder of any Notes, and to be delivered to the Lendereach other institutional investor holding any Notes:
(ai) As as soon as practicable practicable, but in any event within 60 days after the end of each Quarter of the first three quarterly fiscal periods in each fiscal yearyear of Star Gas, except consolidated (and (a) if the lastRestricted Subsidiaries constitute a Substantial Portion, then as to the Restricted Subsidiaries or (b) if the Restricted Subsidiaries do not constitute a Substantial Portion, but one or more Restricted Subsidiaries have outstanding Indebtedness owing to Persons other than Star Gas or any Restricted Subsidiary, or other than Star/Petro Intercompany Subordinated Debt, then as to such Restricted Subsidiaries, consolidating) balance sheets of Star Gas and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower Restricted Subsidiaries as of at the end of such Quarterperiod and the related consolidated (and, and as to statements of operations and cash flowflows, changes in financial positionif applicable and as appropriate, consolidating) statements of operations, partners' capital and common shareholder's equity cash flows of Star Gas and the Restricted Subsidiaries (A) for such Quarter, certified as complete period and correct by (B) (in the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition case of the Borrower as second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such year, and statement of cash flow and changes in financial position of the Borrower for such yearquarterly period, setting forth in each case in comparative form the consolidated and, where applicable and as appropriate, consolidating figures for the corresponding periods of the previous fiscal year, all in reasonable detail and prepared certified by an independent certified public accountantthe principal financial officer of the general partner of Star Gas as presenting fairly, selected by Borrower and satisfactory in all material respects, the information contained therein (subject to the Lenderchanges resulting from normal year-end adjustments), and prepared in accordance with generally accepted review standards;
GAAP applied on a basis consistent with prior fiscal periods, (cii) Together with each set of financial statements required by subparagraphs (a) and (b) aboveas soon as practicable, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and but in any event within ten (10) 60 days after the occurrence end of a Reportable Event with respect to a Planeach of the first three quarterly fiscal periods in each fiscal year of Star Gas, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
the type described in clause (i) Annual tax returns for Guarantor Village Holdingsbut adjusted to show Petro Holdings as an investment of, LLC shall be and not consolidated with, Star Gas, provided that delivery within thirty (30) days the time period specified above of filing.copies of the Public Partnership's Quarterly
Appears in 1 contract
Samples: First Mortgage Notes Agreement (Star Gas Partners Lp)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standards;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. LLC, within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Loan Agreement (CRM Holdings, Ltd.)
Accounting; Financial Statements and Other Information. Borrower shall The Company will maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, month the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower The Company will deliver or cause to be delivered to the LenderBank:
(a) As soon as practicable after the end of each Quarter calendar month in each fiscal year, except the last, year and in any event within forty-five fifteen (4515) days thereafter, financial statements, including income statement, a consolidated and consolidating balance sheet, statement of condition sheet of the Borrower Company and each of its Subsidiaries as of the end of such Quartermonth, and statements of cash flowincome, changes in financial position, and common shareholder's shareholders' equity of the Company for such Quartermonth, certified as complete and correct by the principal financial officer of Borrowerthe Company, subject to changes resulting from year-end adjustments;,
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, a consolidated and consolidating balance sheet, statement of condition sheet of the Borrower Company and each of its Subsidiaries as of the end of such year, and statement statements of cash flow and income, changes in financial position position, and shareholders' equity of the Borrower Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared accompanied by a report and an unqualified opinion of independent certified public accountantaccountants of recognized standing, selected by Borrower the Company and satisfactory to the LenderBank, which report and opinion shall be prepared in accordance with generally accepted review auditing standards;
(c) Together , together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by such accountants (i) briefly setting forth the chief financial officer or other authorized officer scope of Borrower their examination (which shall include a review of the relevant provisions of this Agreement and stating that the representations and warranties contained in this Agreement are true and correct as of the date of their judgment such examination is sufficient to enable them to give the certificate, and (ii) stating whether their examination has disclosed the existence of any condition or not there exists any event which constitutes an Event of Default under this Agreement, and, if their examination has disclosed such a condition or Potential Defaultevent, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect theretothereof;
(dc) Promptly As soon as practicable, and in any event within ten fifteen (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (9015) days of period end.the end of each calendar month in each year, a certificate by the Company indicating the Total Indebtedness to Tangible Net Worth Ratio as of the end of such calendar month; and
(hd) Annual tax returns of each individual Guarantor shall With reasonable promptness, such other data and information as from time to time may be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basisreasonably requested by the Bank.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Credit Facility and Security Agreement (Dynamic Materials Corp)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter fiscal quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter quarter in each fiscal year, except the last, and in any event within forty-five (45) 45 days thereafter, financial statements, including income statement, balance sheet, statement of condition sheet of the Borrower as of the end of such Quarterquarter, and statements of cash flow, changes in financial position, and common shareholder's ’s equity for such Quarterquarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) 120 days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition sheet of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, accompanied by a report and unqualified opinion of an independent certified public accountant of recognized standing, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standards;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) Within 20 days of period each month-end., (i) a Borrowing Base Certificate in the form attached hereto as Exhibit B and (ii) a detailed listing and aging of all accounts receivable in a format reasonably acceptable to Lender, certified as complete and correct by the principal financial officer of Borrower; and
(h) Annual tax returns As soon as practicable after the end of each individual Guarantor shall be provided quarter in each fiscal year, and in any event within thirty (30) 45 days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdingsthereafter, LLC shall be provided within thirty (30) days of filing.a covenant compliance certificate in the form attached to this Agreement as Exhibit C.
Appears in 1 contract
Accounting; Financial Statements and Other Information. Borrower shall will maintain a standard system of accounting, established and administered in accordance with GAAP generally accepted accounting principles consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, year the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAPgenerally accepted accounting principles. The Borrower will deliver or cause to be delivered to the LenderBank:
(a) As soon as practicable after the end of each Quarter month in each fiscal year, except the last, and in any event within forty-five thirty (4530) days thereafter, internally prepared monthly financial statements, including income statement, balance sheet, statement of condition statements of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such QuarterBorrower, certified as complete and correct by the principal financial officer of the Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety one hundred twenty (90120) days thereafter, audit quality financial statements, including income statement, balance sheet, a statement of condition of the Borrower as of the end of such year, and statement statements of cash flow flows and changes in financial position of the and/or changes in fund balances as applicable to Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared certified as complete and correct by an the principal financial officer of Borrower, reviewed (audit level) by a firm of independent certified public accountant, accountants selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standardsBank;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all other written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review audit of the corporate books of the Borrower;
(gd) Annual accountant prepared With reasonable promptness, such other data and information as from time to time may be reasonably requested by the Bank; and
(e) Accompanying each set of financial statements for Guarantor EIMARspecified in (a) and (b) above, L.L.C. within ninety (90) days a certificate of period end.
(h) Annual tax returns a principal officer of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
Borrower, to the effect that (i) Annual tax returns for Guarantor Village HoldingsBorrower has complied with and is in compliance with all the terms and covenants of this Reimbursement Agreement binding upon Borrower and with all the terms and covenants of the other Financing Documents binding upon Borrower, LLC shall be provided within thirty and (30ii) days there exists no Event of filingDefault, and no event which with the giving of notice or passage of time or both, would constitute such an Event of Default or if this is not the case, that one or more specified Events of Default has occurred and the steps Borrower, with Bank's written concurrence, is taking to cure same.
Appears in 1 contract
Samples: Letter of Credit Reimbursement Agreement (Spurlock Industries Inc)
Accounting; Financial Statements and Other Information. Borrower shall maintain The Company will maintain, and will cause each of its Restricted Subsidiaries to maintain, a standard system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involvedgenerally accepted accounting principles, and will set aside on its books for each Quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expensesaccrue, and for other purposes will cause each of its Restricted Subsidiaries to accrue, all such liabilities as shall be required by GAAPgenerally accepted accounting principles. Borrower The Company will deliver (in duplicate) to you, so long as you shall be entitled to purchase Notes under this Agreement or cause you or your nominee shall be the holder of any Notes, and to be delivered to the Lendereach other holder of any Notes:
(a) As soon as practicable not later than the earlier to occur of (i) the forty-seventh day after the end of each Quarter of the first three quarterly fiscal periods in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition year of the Borrower Company, (ii) the second day following the date of the filing thereof with the Securities and Exchange Commission and (iii) the date quarterly financial statements are delivered to the lender pursuant to the Credit Agreement, consolidated and consolidating balance sheets of the Company and its Restricted Subsidiaries as of at the end of such Quarter, period and the related consolidated and (as to statements of income and cash flowflows) consolidating statements of income, changes in financial position, stockholders' equity and common shareholder's equity cash flows of the Company and its Restricted Subsidiaries for such Quarter, certified as complete period and correct by (in the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition case of the Borrower as second and third quarterly periods) for the period from the beginning of the current fiscal year to the end of such year, and statement of cash flow and changes in financial position of the Borrower for such yearquarterly period, setting forth in each case in comparative form the consolidated and (where applicable) consolidating figures for the corresponding periods of the previous fiscal year, all in reasonable detail and prepared certified by an independent certified public accountanta principal financial officer of the Company as presenting fairly, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standardsaccounting principles (except for the absence of notes thereto) applied (except as specifically set forth therein) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) abovenot later than the earlier to occur of (i) the ninety-second day after the end of each fiscal year of the Company, a certificate by (ii) the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of second day following the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence filing thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if Securities and Exchange Commission and (iii) the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted date annual financial statements are delivered to the Borrower by independent accountants in connection with any annual or interim compilation and/or review lender pursuant to the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMARCredit Agreement, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing consolidated and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.consolidating
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Gni Group Inc /De/)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standards;
(c) As soon as practicable after the end of each Quarter in each fiscal year, and in any event within forty-five (45) days thereafter, Borrower shall provide consolidated financial statements, including income statements and balance sheets, for all of its affiliates/subsidiaries and such statements shall be prepared on a combined/combining basis.
(d) Together with each set of financial statements required by subparagraphs (a), (b) and (bc) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(de) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(ef) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(fg) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(gh) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. LLC. within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Loan Agreement (CRM Holdings, Ltd.)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter fiscal quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter quarter in each fiscal year, except the last, and in any event within forty-five (45) 45 days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarterquarter, and statements of cash flow, changes in financial position, and common shareholder's ’s equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustmentsquarter;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) 120 days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, accompanied by a report and unqualified opinion of an independent certified public accountant of recognized standing, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review auditing standards;
(c) Together with each set of financial statements required by under subparagraphs (a) and (b) above, a certificate by in the chief form of Exhibit C, substantially in the form attached hereto, of the principal financial officer or other authorized appropriate officer of Borrower (in his capacity as such officer on behalf of Borrower and not individually) stating (i) that the representations and warranties contained in this Agreement are true and correct in all material respects as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto, and (ii) if such financials statements are quarterly financial statements, that such financial statements are complete and accurate in all material respects, subject to changes resulting from year-end adjustments;
(d) Promptly and in any event within ten five (105) days Business Days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days 10 days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. At the time of each Loan request and within ninety twenty (9020) days of period end.each month-end during which any amount of the revolving Credit is outstanding, a Borrowing Base Certificate in form attached hereto as Exhibit B, together with a detailed accounts receivable and inventory report in form satisfactory to Lender;
(h) Annual tax returns Promptly after transmission thereof or other filings with the SEC, copies of each individual Guarantor shall be provided within thirty all annual, quarterly or current reports that Borrower is required to file with the SEC on Form 10-K, 10-Q or 8-K (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.or any successor form); and
(i) Annual tax returns for Guarantor Village HoldingsPromptly after transmission thereof to its stockholders, LLC shall be provided within thirty (30) days copies of filingall annual, quarterly and other reports and all proxy statements that Borrower furnishes to its stockholders.
Appears in 1 contract
Samples: Loan Agreement (Mod Pac Corp)
Accounting; Financial Statements and Other Information. The Borrower shall will maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, month the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. The Borrower will deliver or cause to be delivered to the LenderBank:
(a) As soon as practicable after the end of each Quarter calendar month in each fiscal year, except the last, year and in any event within forty-five fifteen (4515) days thereafter, financial statements, including income statement, a consolidated and consolidating balance sheet, statement of condition sheet of the Borrower and each of its Subsidiaries as of the end of such Quartermonth, and statements of cash flowincome, changes in financial position, and common shareholder's shareholders' equity of the Borrower for such Quartermonth, certified as complete and correct by the principal financial officer of the Borrower, subject to changes resulting from year-end adjustments;,
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, a consolidated and consolidating balance sheet, statement of condition sheet of the Borrower and each of its Subsidiaries as of the end of such year, and statement statements of cash flow and income, changes in financial position position, and shareholders' equity of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared accompanied by a report and an unqualified opinion of independent certified public accountantaccountants of recognized standing, selected by the Borrower and satisfactory to the LenderBank, which report and opinion shall be prepared in accordance with generally accepted review auditing standards;
(c) Together , together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by such accountants (i) briefly setting forth the chief financial officer or other authorized officer scope of Borrower their examination (which shall include a review of the relevant provisions of this Agreement and stating that the representations and warranties contained in this Agreement are true and correct as of the date of their judgment such examination is sufficient to enable them to give the certificate, and (ii) stating whether their examination has disclosed the existence of any condition or not there exists any event which constitutes an Event of Default under this Agreement, and, if their examination has disclosed such a condition or Potential Defaultevent, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect theretothereof;
(dc) Promptly As soon as practicable, and in any event within ten fifteen (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (9015) days of period end.the end of each calendar month in each year, a certificate by the Borrower indicating the Total Indebtedness to Tangible Net Worth ratio as of the end of such calendar month; and
(hd) Annual tax returns of each individual Guarantor shall With reasonable promptness, such other data and information as from time to time may be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basisreasonably requested by the Bank.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Accounting; Financial Statements and Other Information. Borrower shall MSC will maintain and cause each of its subsidiaries to maintain a standard uniform system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involvedgenerally accepted accounting principles, and will set aside and cause each of its Subsidiaries to set aside on its books all such proper reserves for each Quarter and fiscal year, the proper amounts or accruals year for depreciation, obsolescence, amortization, bad debts, current obsolescence and deferred taxes, prepaid expenses, amortization and for other purposes as shall be required by GAAPgenerally accepted accounting principles. Borrower MSC will deliver or cause to be delivered to the Lessor and Lender:
(a) As as soon as practicable after the end of each Quarter in of the first three quarterly fiscal periods of each fiscal year, except the lastyear of MSC, and in any event within forty-five (45) 45 days thereafter, financial statements, including income statement, consolidated balance sheet, statement sheets of condition of the Borrower MSC and its Subsidiaries as of at the end of such Quarter, period and consolidated statements of cash flow, changes in financial position, income and common shareholder's equity of surplus of MSC and its Subsidiaries for such Quarterperiod and (in the case of the second and third quarterly periods) for the portion of the current fiscal year to the end of such period, setting forth in each case, in comparative form, the figures for the corresponding period (or periods) of the previous fiscal year, all in reasonable detail and certified as complete and correct by the principal financial officer of BorrowerMSC as being complete and as fairly presenting the financial position of MSC and its Subsidiaries and results of their operations for the period then ended, subject only to changes resulting from year-end audit adjustments;
(b) As as soon as practicable after the end of each fiscal yearyear of MSC, and in any event within ninety (90) 90 days thereafter, audit quality financial statements, including income statement, a consolidated balance sheet, statement sheet of condition of the Borrower MSC and its Subsidiaries as of at the end of such year, year and a consolidated statement of cash flow income and changes in financial position of the Borrower surplus of MSC and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an accompanied by, in respect of the consolidated financial statements, the report and opinion thereon of independent certified public accountant, accountants of recognized national standing selected by Borrower and satisfactory to the LenderMSC, and whose opinion shall be prepared in accordance with generally accepted review standardsauditing standards relating to reporting and shall be based upon an examination by such accountants of the accounts of MSC and all of its Subsidiaries;
(c) Together together with each set delivery of financial statements required by subparagraphs referred to in subdivisions (a) and (b) above, a certificate by the chief financial officer or other authorized officer an Officers' Certificate of Borrower MSC (i) stating that each of the representations and warranties contained in persons signing such Certificate has reviewed the relevant terms of this Agreement are true and correct the Lease and has made, or caused to be made under his supervision, an adequate review of the transaction and condition of MSC and its Subsidiaries during the fiscal period covered by such financial statements, and (ii) stating that such review has not disclosed the existence during such period nor does either of the Persons signing such Certificate have knowledge of the existence, as of at the date of the certificatesuch Certificate, and whether of any Default or not there exists Event of Default, or, if any Default or Event of Default existed or Potential Defaultexists, specifying the nature and period of existence thereof and what action, if any, the Borrower action MSC has taken or is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly promptly upon receipt thereof, copies of all written reports reports, if any, submitted to the Borrower MSC by independent accountants in connection with any each annual or interim compilation and/or review audit of the books of BorrowerMSC or any of its Subsidiaries made by such Accountants;
(e) promptly upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by MSC or at any of its Subsidiaries to stockholders and of (i) all regular and periodic reports, if any, filed by MSC or any of its Subsidiaries and (ii) all substantive communications, if any, and all information and reports filed with, or provided to any securities exchange or the Securities and Exchange Commission or any governmental authority succeeding to any of the functions of such Commission;
(f) prompt written notice of (i) any litigation involving a claim of more that $500,000 against MSC or any of its Subsidiaries, or (ii) any matter which, in the opinion of MSC, might have a material and adverse effect an the financial condition, business, operations or prospects of MSC or any of its Subsidiaries;
(g) Annual accountant prepared financial statements for Guarantor EIMARforthwith upon any officer of MSC obtaining knowledge of any actual or claimed Default or Event of Default, L.L.C. within ninety (90) days a certificate of such officer specify the nature and period end.of existence thereof and what action MSC has taken, is taking or proposes to take with respect thereto; and
(h) Annual tax returns as soon as practicable, all such other information and data with respect to the business, affairs or condition of each individual Guarantor shall MSC at any of its Subsidiaries as from time to time may reasonably be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basisrequested.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Accounting; Financial Statements and Other Information. Borrower shall The Company will maintain and cause each of its Subsidiaries to maintain a standard system of accounting, accounting established and administered in accordance with GAAP generally accepted accounting principles consistently followed throughout the periods involvedfollowed, and will set aside on its books for each Quarter and fiscal year, the all such proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes reserves as shall be required by GAAPgenerally accepted accounting principles. Borrower The Company will mail to you by first class mail or otherwise deliver or cause to be delivered to you, so long as you or your Affiliate or nominee shall hold the LenderNote or any portion thereof:
(a) As as soon as practicable after the end of each Quarter in each fiscal year, except the lastreasonably possible, and in any event within forty-five (45) 45 days thereafter, financial statements, including income statement, balance sheet, statement after the end of condition each of the Borrower first three quarterly fiscal periods in each fiscal year of the Company, the consolidated balance sheet of the Company and its Subsidiaries as of at the end of such Quarterperiod, and the related consolidated statements of cash flowincome, changes in stockholders' equity and changes in financial position, position of the Company and common shareholder's equity its Subsidiaries for such Quarterperiod and for the period from the beginning of the current fiscal year to the end of such quarterly period, certified as complete in each case setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, all in reasonable detail and correct signed by the a principal financial officer of Borrowerthe Company, subject provided that the Company shall not be required to changes resulting from year-end adjustmentsfurnish the financial statements or reports referred to in this Clause (a) so long as substantially similar financial statements or reports are being furnished pursuant to the penultimate paragraph of this Section 7;
(b) As as soon as practicable reasonably possible, and in any event within 90 days after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition year of the Borrower Company, the consolidated balance sheet of the Company and its Subsidiaries as of at the end of such year, and statement the related consolidated statements of cash flow income, changes in stockholders' equity and changes in financial position of the Borrower Company and its Subsidiaries for such year, setting forth in each case setting forth in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared accompanied by an the opinion thereon of Xxxxxxx & Company or other independent certified public accountant, accountants of recognized national standing selected by Borrower the Company, which opinion shall be in a form generally recognized as unqualified (other than qualifications as to matters concerning litigation) and satisfactory to the Lender, and shall state that such financial statements have been prepared in accordance with generally accepted review standardsaccounting principles applied on a basis consistent with that of the preceding fiscal year (except for such changes, if any, as shall be specified and approved by such accountants in such opinion) and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards relating to reporting, provided that the Company shall not be required to furnish the financial statements or reports referred to in this Clause (b) so long as substantially similar financial statements or reports are being furnished pursuant to the penultimate paragraph of this Section 7;
(c) Together together with each set delivery of financial statements required by subparagraphs pursuant to Clauses (a) and (b) aboveabove (or at the time of the delivery of substantially similar financial statements or reports pursuant to the penultimate paragraph of this Section 7, a certificate by the chief financial officer or other authorized officer of Borrower an Officers' Certificate stating that a review of its activities and the representations activities of its Subsidiaries during the preceding fiscal period has been made under the supervision of the signing Officers with a view to determining whether it has kept, observed, performed and warranties contained in fulfilled its obligations under this Agreement are true and correct further stating, as to each such Officer signing such certificate, that to the best of his knowledge, the Company during such preceding fiscal period has kept, observed, performed and fulfilled each and every such covenant and no Event of Default occurred during such period and at the date of such certificate there is no Event of Default that has occurred and is continuing or, if such signers do know of such Event of Default, the certificatecertificate shall describe the Event of Default and its status with particularity and what action the Company has taken or proposes to take with respect thereto, and whether or specify the amounts available as at the end of the accounting period in question for Company Stock Payments in compliance with Section 10, and showing in reasonable detail the calculation thereof, and demonstrating in reasonable detail compliance during such accounting period with Section 10. The Officers' Certificate shall also include all calculations necessary to show covenant compliance. The Officers' Certificate shall also notify you should the Company elect to change the manner in which it fixes its fiscal year end;
(d) so long as (and to the extent) not there exists contrary to the then current recommendations of the American Institute of Certified Public Accountants, the Company shall deliver to you within 105 days after the end of each fiscal year a written statement by the Company's independent certified public accountants stating (i) that their audit examination has included a review of the terms of this Agreement and the Note as they relate to accounting matters, and (ii) whether, in connection with their audit examination, any Event of Default has come to their attention and if such an Event of Default has come to their attention, specifying the nature and period of existence thereof;
(e) promptly upon receipt thereof, copies of any notice or Potential Defaultorder from any governmental authority (other than notices and orders which the Company or its Subsidiaries are prohibited by law from disclosing to others) which is specifically applicable to the Company or any Subsidiary (other than by applicability to bank holding companies or banks generally) and which could have a material adverse effect on the business of the Company or any Subsidiary;
(f) forthwith upon any principal officer of the Company obtaining knowledge of, or receiving notice of any claim of or action taken with respect to, any condition or event which constitutes an Event of Default or which, after notice or lapse of time or both, would constitute an Event of Default (including, without limitation, knowledge or notice that any claim by any creditor has been made that there exists or that any action has been taken by any creditor with respect to, any default referred to in Section 22(f) hereof), an Officers' Certificate specifying the nature and period of existence thereof and what action, if any, action the Borrower Company has taken or is taking or proposes to take with respect thereto;; and
(dg) Promptly with reasonable promptness, such other information and in any event within ten (10) days after the occurrence of a Reportable Event data with respect to a Planthe Company and its Subsidiaries as from time to time may be reasonably requested, a copy including, without limitation, unaudited (or where available, audited) consolidating balance sheets and related consolidating statements of income and changes in financial position of the Company and each of its Subsidiaries and any materials reports filed with the Federal Reserve Board or the Federal Deposit Insurance Corporation. Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall file with the SEC the annual reports, quarterly reports and other documents which the Company would have been required to file with the SEC pursuant to such Sections 13(a) and 15(d) if the Company were so subject, such documents to be filed with the PBGC with respect SEC on or prior to the respective dates (the "Required Filing Dates") by which the Company would have been required so to file such Reportable Event or those that documents if the Company were so subject. The Company shall also in any event (i) within 15 days after each Required Filing Date transmit by mail to you, without cost to you, copies of the annual reports, quarterly reports and other documents which the Company would have been required to be filed file with the SEC pursuant to Sections 13(a) and 15(d) of the Exchange Act if the thirty Company were subject to such Sections and (30ii) day notice requirement if filing such documents by the Company with the SEC is not permitted under the Exchange Act, promptly upon written request supply copies of such documents to PBGC were not waived;
(e) Promptly upon receiptany prospective purchaser of the Note. In any event, such annual reports will contain consolidated financial statements and notes thereto, together with an opinion thereon expressed by an independent public accounting firm, and in no event more than two (2) Business Days after receipt, management's discussion and analysis of a notice by Borrower or any ERISA Affiliate or any administrator financial condition and results of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate operations and such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written quarterly reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared will contain unaudited condensed consolidated financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns the first three quarters of each individual Guarantor shall fiscal year. At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, upon your request, the Company will promptly furnish or cause to be provided within thirty furnished such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (30or any successor provision thereto) days to you or to a prospective purchaser of filing such Note designated by you, as the case may be, in order to permit compliance by such prospective purchaser with Rule 144A under the Securities Act, promptly upon their becoming available, copies (without duplication) of all financial statements, reports, notices and each individual Guarantor shall provide personal financial proxy statements on an annual basissent by the Company to its stockholders, and all annual, periodic or special reports or registration statements filed by the Company with the Securities and Exchange Commission, or copies of any comparable reports or statements filed by the Company with any governmental authority or authorities succeeding to any of the functions of such agency.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Indenture Agreement (Mason Dixon Bancshares Inc/Md)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender the following, all of which shall be in form and substance reasonably acceptable to Lender:
(a) As soon as practicable after the end of each Quarter fiscal quarter in each fiscal year, except the last, and in any event within forty-forty five (45) days thereafter, consolidated financial statements, including income statement, balance sheet, statement of condition sheet of the Borrower and its Subsidiaries as of the end of such Quarterquarter, and statements of cash flow, changes in financial position, and common shareholder's ’s equity for such Quarterquarter, certified as complete and correct by the principal financial an authorized officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety one hundred twenty (90120) days thereafter, audit quality audited, consolidated financial statements, including income statement, balance sheet, statement of condition of the Borrower and its Subsidiaries as of the end of such year, and statement of cash flow and changes in financial position of the Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standardsGAAP;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a covenant compliance certificate setting forth the calculations of the financial covenants set forth in Section 5.18, together with certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two ten (210) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;; and
(f) Promptly upon Within ten (10) Business Days after receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared . The financial statements for Guarantor EIMAR, L.L.C. within ninety referenced in Sections 5.1(a) and (90b) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty deemed delivered upon Borrower providing Lender written notice that such statements are available for review over the internet at the U.S. Securities and Exchange Commission Website (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basiswxx.xxx.xxx).
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Loan Agreement (Universal Truckload Services, Inc.)
Accounting; Financial Statements and Other Information. Borrower shall The Company will maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, quarter the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower The Company will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter fiscal quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, a balance sheet, statement of condition sheet of the Borrower Company as of the end of such Quarterquarter, and statements of cash flowincome, changes in financial position, and common shareholder's shareholders' equity of the Company for such Quarterquarter, certified as complete and correct by the principal financial officer of Borrowerthe Company, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety one hundred twenty (90120) days thereafter, audit quality financial statements, including income statement, a balance sheet, statement of condition sheet of the Borrower Company as of the end of such year, and statement statements of cash flow and income, changes in financial position position, and shareholders' equity of the Borrower Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared accompanied by a report and an unqualified opinion of independent certified public accountantaccountants of recognized standing, selected by Borrower the Company and satisfactory to the Lender, and prepared in accordance with generally accepted review standardsBank;
(c) Together with each set of financial statements required by subparagraphs subparagraph (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower the Company stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower Company is taking or proposes to take with respect thereto;
(d) With reasonable promptness, such other data and information as from time to time may be reasonably requested by the Lender;
(e) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those these that would have been required to be filed if the thirty (30) day notice requirement to the PBGC were not waived;
(ef) Promptly upon receipt, and in no event more than two three (23) Business Days days after receipt, receipt of a notice by Borrower the Company or any ERISA Affiliate or any administrator of any Plan or Multiemployer Multi-employee Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns As soon as practicable after the end of each individual Guarantor shall be provided month, and in any event within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on thereafter, an annual basis.
(i) Annual tax returns for Guarantor Village Holdingsaccounts receivable aging report in a form acceptable to Lender, LLC shall will be provided within thirty (30) days of filingto the Lender.
Appears in 1 contract
Samples: Credit Agreement (Collaborative Clinical Research Inc)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter fiscal quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter fiscal quarter in each fiscal year, except the last, and in any event within forty-five (45) 45 days thereafter, internally prepared consolidated and consolidating financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarterfiscal quarter, and statements of cash flow, changes in financial position, and common shareholder's ’s equity for such Quarterfiscal quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) 120 days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, accompanied by a report and unqualified opinion of an independent certified public accountant of recognized standing, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review audit standards;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;; and
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Loan Agreement (Anaren Inc)
Accounting; Financial Statements and Other Information. The Borrower shall and each Subsidiary will maintain a standard system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books all such proper reserves for each Quarter and fiscal year, the proper amounts or accruals year for depreciation, obsolescence, amortization, bad debts, current debts and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. The Borrower will deliver deliver, or cause to be delivered delivered, to the LenderBank:
(a) 5.5.1 As soon as practicable after following the end of each Quarter in each fiscal yearcalendar quarter, except the last, and but in any event within forty-five (45) not later than 60 days thereafter, financial statements, including income statement, an unaudited balance sheet, statement of condition sheet of the Borrower as of at the end of such Quarter, quarter and the related statements of cash flowincome, retained earnings, stockholders equity and changes in financial position, and common shareholder's equity cash flows of the Borrower for such Quarterquarter, certified as complete all in reasonable detail and correct by satisfactory in scope to the principal financial officer Bank, setting forth for each such period in comparative form the corresponding figures for the appropriate period of Borrowerthe preceding fiscal year, which statements shall be prepared on a Consolidated and Consolidating basis and in accordance with GAAP and, subject to changes resulting from normal year-end adjustments, present fairly the financial position of the Borrower as at the end of the period involved. Such statements shall be accompanied by a schedule of all Properties then owned by the Borrower;
(b) 5.5.2 As soon as practicable after the end of each fiscal yearyear of the Borrower, and but in any event within ninety (90) not later than 120 days thereafter, audit quality financial statements, including income statement, a balance sheet, statement of condition sheet of the Borrower as of at the end of such yearfiscal year and the related statements of income, and statement of cash flow retained earnings, stockholders equity and changes in financial position cash flows of the Borrower for such year, all in reasonable detail and satisfactory in scope to the Bank, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all which statements shall be prepared on a Consolidated and Consolidating basis and in reasonable detail accordance with GAAP and prepared audited by an a firm of independent certified public accountant, accountants of recognized standing selected by the Borrower and satisfactory acceptable to the Lender, and prepared in accordance with generally accepted review standardsBank;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) 5.5.3 Promptly upon receipt thereof, copies of all written financial reports (including, without limitation, management letters, if any) submitted to the Borrower and each Subsidiary by independent accountants its auditors, in connection with any each annual or interim compilation and/or audit review the of its books of Borrowerby such auditors;
(g) Annual accountant prepared financial statements for Guarantor EIMAR5.5.4 Promptly upon the issuance thereof, L.L.C. within ninety (90) days copies of period endall regular, periodic and special reports, and all registration statements, which the Borrower and each Subsidiary files with the Securities and Exchange Commission or any other governmental agency or any securities exchange.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
5.5.5 (i) Annual tax returns for Guarantor Village HoldingsConcurrently with the delivery of the financial statements required to be furnished by Sections 5.5.1 and 5.5.2 hereof, LLC shall be provided within thirty a certificate signed by the chief executive officer or chief financial officer of the Borrower, stating
(30a) days that a review of filing.the activities of the Borrower during such period has been made under his immediate supervision with a view to determining whether the Borrower and each Subsidiary has observed, performed and fulfilled all of its obligations under this Agreement, and (b) that there existed during such period no Default or Event of Default or if any such Default or Event of Default did exist, specifying the nature thereof, the period of existence thereof and what action the Borrower proposes to take, or has taken, with respect thereto; and (ii) promptly upon the occurrence of any Default or Event of Default, a certificate signed by the chief executive officer or chief financial officer of the Borrower specifying the nature thereof and the action the Borrower proposes to take or has taken with respect thereto;
Appears in 1 contract
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter fiscal quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter quarter in each fiscal year, except the last, and in any event within forty-five (45) 45 days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarterquarter, and statements of cash flow, changes in financial position, and common shareholder's ’s equity for such Quarterquarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) 120 days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, accompanied by a report and unqualified opinion of an independent certified public accountant of recognized standing, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standards;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;; and
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) Within 20 days of period each month-end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
, (i) Annual tax returns for Guarantor Village Holdingsa Borrowing Base Certificate in the form attached hereto as Exhibit B and (ii) a detailed listing and aging of all accounts receivable in a format reasonably acceptable to Lender, LLC shall be provided within thirty (30) days certified as complete and correct by the principal financial officer of filingBorrower.
Appears in 1 contract
Accounting; Financial Statements and Other Information. Borrower shall The Borrowers will maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, quarter the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower The Borrowers will deliver or cause to be delivered to the LenderBank:
(a) As soon as practicable after the end of each Quarter in each fiscal year, except the lastmonth, and in any event within forty-five fifteen (4515) days thereafter, financial statements, including income statement, balance sheet, statement of condition a Consolidated Borrowing Base Certificate of the Borrower Borrowers for such month, and aging reports of Accounts Receivable of the Borrowers for such month certified as complete and correct in all material respects by the chief financial officer or other authorized officer of the Company;
(b) As soon as practicable after the end of each fiscal month in each year, and in any event within thirty (30) days thereafter, a Consolidated and consolidating balance sheet of the Borrowers as of the end of such Quartermonth, and Consolidated and consolidating statements of income, cash flowflows, changes in financial position, and common shareholder's shareholders’ equity of the Borrowers for such Quartermonth, certified as complete and correct in all material respects by the principal chief financial officer or other authorized officer of Borrowerthe Company, subject to changes resulting from year-end adjustments;
(bc) As soon as practicable after the end of each fiscal year, and in any event within ninety one hundred twenty (90120) days thereafter, audit quality financial statements, including income statement, a Consolidated and consolidating balance sheet, statement of condition sheet of the Borrower Borrowers as of the end of such year, and statement Consolidated and consolidating statements of income, cash flow and flows, changes in financial position position, and shareholders’ equity of the Borrower Borrowers for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared accompanied by an a review report of independent certified public accountantaccountants of recognized standing, selected by Borrower the Company and satisfactory to the Lender, and prepared in accordance with generally accepted review standardsBank;
(cd) Together with each set of financial statements required by subparagraphs (ab) (but only at the end of each fiscal quarter) and (bc) above, a certificate in the form of Exhibit E hereto certified by the chief financial officer or other authorized officer of Borrower the Company and stating that the representations Borrowers’ compliance Sections 6.8. and warranties contained in this Agreement are true and correct as of the date of the certificate6.9. below, and stating whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is Borrowers are taking or proposes propose to take with respect thereto;
(de) Promptly As soon as practicable after the end of each fiscal year, and in any event within two hundred seventy (270) days thereafter, the Borrowers’ tax return for such year, including all schedules thereto, certified as complete and correct in all material respects by the chief financial officer or other authorized officer of the Company;
(f) promptly and in any event within ten (10) business days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to the PBGC were not waived;
(eg) Promptly promptly upon receipt, and in no event more than two three (23) Business Days business days after receipt, of a notice by Borrower or any the Borrower, ERISA Affiliate Affiliate, or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall With reasonable promptness, such other data and information as from time to time may be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basisreasonably requested by the Bank.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Accounting; Financial Statements and Other Information. Borrower shall The Companies will maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its their books for each Quarter and fiscal year, quarter the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower The Companies will deliver or cause to be delivered to the LenderBank:
(a) As soon as practicable after the end of each Quarter in each fiscal year, except the lastmonth, and in any event within forty-five thirty (4530) days thereafter, financial statements, including income statement, a balance sheet, statement of condition sheet of the Borrower Companies as of the end of such Quartermonth, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarterincome, certified as complete and correct by the principal financial officer of Borrowerthe Companies, subject to changes resulting from year-end adjustments;accompanied by a certificate by the chief financial officer stating whether or not there exists any Event of Default or Potential Default.
(b) Quarterly 10Q reports of Xxxxxx Group within forty-five (45) days of the quarter end.
(c) As soon as practicable after the end of each fiscal year, and in any event within ninety one hundred twenty (90120) days thereafter, audit quality the Annual 10K Report, and an audited consolidated financial statementsstatement for The Xxxxxx Group, including income statementaudited by certified public accountants of recognized standing, selected by the Companies and satisfactory to the Bank prepared in accordance with GAAP. In addition, a consolidating balance sheet, statement of condition of the Borrower sheet as of the end of such year, and statement statements of cash flow income of Companies, Interstate, Xxxxxx Finance, and changes in financial position of the Borrower Xxxxxx Group for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail certified as complete and prepared correct by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standards;principal financial officer of each entity.
(cd) Annual budgeted financial statements within ninety (90) days of year end.
(e) Together with each set of financial statements required by subparagraphs (ab) and (bc) aboveabove and, in addition, upon request of the Bank at any other times, a certificate certifi cate by the chief financial officer or other authorized officer of Borrower the Companies stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default (including the calculations pursuant to Sections 6.7, 6.10 and 6.11 hereunder) and if there is an Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is Companies are taking or proposes to take with respect thereto;.
(df) With reasonable promptness, such other data and information as from time to time may be reasonably requested by the Bank.
(g) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy copies of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to the PBGC were not waived;.
(eh) Promptly upon receipt, and in no event more than two three (23) Business Days days after receipt, of a notice by Borrower the Companies or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Morgan Group Inc)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter Quartner and fiscal year, the proper amounts or accruals for depreciationdepreciaxxxx, obsolescencexxsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender:
(a) As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, and statement of cash flow and changes in financial position of the Borrower for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standards;
(c) As soon as practicable after the end of each Quarter in each fiscal year, and in any event within forty-five (45) days thereafter, Borrower shall provide consolidated financial statements, including income statements and balance sheets, for all of its affiliates/subsidiaries and such statements shall be prepared on a combined/combining basis.
(d) Together with each set of financial statements required by subparagraphs (a), (b) and (bc) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(de) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(ef) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(fg) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(gh) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. Inc. within ninety (90) days of period end.
(hi) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(ij) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Loan Agreement (CRM Holdings, Ltd.)
Accounting; Financial Statements and Other Information. Borrower shall will maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each fiscal Quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the LenderBank:
(a) As soon as practicable after the end of each calendar month in each fiscal year, except the last, and in any event within thirty (30) days thereafter, unaudited financial statements, including income statement, balance sheet, and statement of cash flow, prepared in accordance with GAAP and certified as complete and correct by the chief financial officer of Borrower, subject only to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal Quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, unaudited financial statements, including income statement, balance sheet, and statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes prepared in financial position, accordance with GAAP and common shareholder's equity for such Quarter, certified as complete and correct by the principal chief financial officer of Borrower, subject only to changes resulting from year-end adjustments;
(bc) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such year, sheet and statement of cash flow and changes in financial position of the Borrower for such year, audited by an independent certified public accountant, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared certified as complete and correct by the principal financial officer of Borrower, and accompanied by any management letters and an audit report of independent certified public accountantaccountants of recognized standing (without qualification as to any material matter covered thereby), selected by Borrower and satisfactory to the LenderBank, and prepared in accordance with generally accepted review standardsGAAP;
(d) Together with each set of financial statements required by subparagraph (c) above, an annual operating budget for Borrower for the next fiscal year;
(e) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(df) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(eg) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(fh) Together with each set of financial statements required by subparagraphs (a), (b) and (c) above, a Covenant Compliance Certificate in the form attached hereto as Exhibit B;
(i) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation review and/or review audit of the books of Borrower;; and
(gj) Annual accountant prepared financial statements for Guarantor EIMARWith reasonable promptness, L.L.C. such other data and information as from time to time may be reasonably requested by the Bank, including, but not limited to, a quarterly update to the listing of Merchant Service Agreements identifying the changes (deletions and additions) to the list provided to Bank at closing within ninety fifteen (9015) days of period end.
(h) Annual tax returns the end of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basisquarter.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Accounting; Financial Statements and Other Information. Borrower shall Company will maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, year the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower Company will deliver or cause to be delivered Bank all in form and substance satisfactory to the LenderBank:
(a) As soon as practicable after the end of each Quarter fiscal quarter in each fiscal year, except the last, commencing with the fiscal quarter ended February 29, 2008 and in any event within forty-forty five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity Company for such Quarterquarter, certified as complete and correct by the principal financial officer of BorrowerCompany, subject to changes resulting from year-end adjustments;
(b) Not later than January 15th and July 15th of each calendar year, a certificate on behalf of the Company by the chief financial officer (a) to the effect that, to the best knowledge of the Company, no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Company proposes to take with respect thereto, (b) setting forth the calculation of the Funded Debt Ratio as of 11:59 p.m. ET on the last day of each of the immediately preceding four Fiscal Quarters and (c) setting forth the calculations required to establish compliance with the provisions of Section 6.25 hereof;
(c) As soon as practicable after the end of each fiscal year, commencing with the fiscal year ending on or about May 31, 2007 and in any event within ninety one hundred twenty (90120) days thereafter, audit quality financial statements(i) annual revenue and expense budget for the current fiscal year including the assumptions underlying the forecasts forming the basis thereof, and accounts receivable aging report, each prepared by Company, together with copies of filed federal income tax returns including income statement, balance sheet, all schedules and (ii) annual statement of condition of the Borrower Company as of the end of such year, and statement statements of cash flow flows and changes in financial position and/or changes in fund balances as applicable of the Borrower Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared certified as complete and correct by the principal financial officer of Company, accompanied by a report and an unqualified opinion of independent certified public accountantaccountants of recognized standing, selected by Borrower Company and satisfactory to the LenderBank, which report and opinion shall be audited and prepared in accordance with generally accepted review standards;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect theretoaccounting principles;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all other written reports submitted to the Borrower Company by independent accountants in connection with any annual or interim compilation and/or review audit of the corporate books of Borrower;Company; and
(ge) Annual accountant prepared financial statements for Guarantor EIMARWith reasonable promptness, L.L.C. within ninety (90) days of period endsuch other data and information as from time to time may be reasonably requested by Bank, including Company’s annual tax return.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Accounting; Financial Statements and Other Information. The Borrower and each Subsidiary shall maintain a standard system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involved, IAS and will set aside on its books all such proper reserves for each Quarter and fiscal year, the proper amounts or accruals year for depreciation, obsolescence, amortization, bad debts, current debts and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAPIAS. The Borrower will deliver shall deliver, or cause to be delivered delivered, to the LenderBank:
(a) 5.5.1 As soon as practicable after following the end of each Quarter in each fiscal yearquarter of the Borrower, except the last, and but in any event within forty-five (45) not later than 75 days thereafter, financial statements, including income statement, an unaudited consolidated and consolidating balance sheet, statement of condition sheet of the Borrower as of at the end of such Quarter, quarter and the related consolidated and consolidating statements of income, stockholders equity and cash flow, changes in financial position, and common shareholder's equity flows of the Borrower for such Quarterquarter, certified as complete all in reasonable detail and correct by satisfactory in scope to the principal financial officer Bank, setting forth for each such period in comparative form the corresponding figures for the appropriate period of Borrowerthe preceding fiscal year, which statements shall be prepared in accordance with IAS and, subject to changes resulting from normal year-end adjustments, present fairly the financial position of the Borrower as at the end of the period involved;
(b) 5.5.2 As soon as practicable after the end of each fiscal yearyear of the Borrower, and in any event within ninety (90) 120 days thereafter, audit quality financial statements, including income statement, a consolidated and consolidating balance sheet, statement of condition sheet of the Borrower as of at the end of such yearfiscal year and the related statements of income, stockholders equity and statement of cash flow and changes in financial position flows of the Borrower for such year, all in reasonable detail and satisfactory in scope to the Bank, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and which statements shall be prepared in accordance with generally accepted review standardsIAS and audited, in the case of the consolidated statements, by independent certified public accountants of recognized standing selected by the Borrower and acceptable to the Bank;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) 5.5.3 Promptly upon receipt thereof, copies of all written financial reports (including, without limitation, management letters, if any) submitted to the Borrower and/or any Subsidiary by independent accountants its auditors, in connection with any each annual or interim compilation and/or audit or review the of its books of Borrowerby such auditors;
5.5.4 Promptly upon the issuance thereof, copies of all reports, if any, sent to the Securities and Exchange Commission or any other governmental agency or any securities exchange by the Borrower or any Subsidiary, and all reports, notices or statements sent by the Borrower or any Subsidiary to the holders of any indebtedness for money borrowed of the Borrower or such Subsidiary or to the trustee under which the same is issued;
5.5.5 (gi) Annual accountant prepared Concurrently with the delivery of the financial statements for Guarantor EIMARrequired to be furnished pursuant to Sections 5.5.1 through 5.5.2 hereof, L.L.C. within a certificate signed by the chief executive officer or chief financial officer of the Borrower, stating (a) that a review of the activities of the Borrower and the Subsidiaries during such period has been made under his immediate supervision with a view to determining whether the Borrower has observed, performed and fulfilled all of its obligations under this Agreement, and (b) that there existed during such period no Event of Default (or any event which with the giving of notice or the passage of time, or both, would become an Event of Default) or if any such Event of Default (or event) did exist, specifying the nature thereof, the period of existence thereof and what action the Borrower or Subsidiary proposes to take, or has taken, with respect thereto; and (ii) promptly upon the occurrence of any Event of Default, a certificate signed by the chief executive officer or chief financial officer of the Borrower specifying the nature thereof and the action the Borrower proposes to take or have taken with respect thereto;
5.5.6 With reasonable promptness, such other information respecting the business, operations and financial condition of the Borrower and any Subsidiary as the Bank may reasonably from time to time request;
5.5.7 Immediately upon becoming aware of any development or other information which may materially and adversely affect the properties, business, prospects, profits or condition (financial or otherwise) of the Borrower or any Subsidiary or the ability of the Borrower to perform or comply with this Agreement or to pay any of the Obligations, telephonic or telegraphic notice specifying the nature of such development or information and such anticipated effect; and
5.5.8 Within ninety (90) days from the Closing Date, the Borrower shall deliver to the Board a pro forma consolidated and consolidating balance sheet, dated as of period endthe Closing Date, prepared in accordance with IAS that gives pro forma effect to the transactions contemplated by the Merger Agreement.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Loan Agreement (Raytel Medical Corp)
Accounting; Financial Statements and Other Information. The Borrower shall will maintain a standard system of accounting, accounting established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books all such proper reserves for each Quarter and fiscal year, the proper amounts or accruals year for depreciation, obsolescence, amortization, bad debts, current debts and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. The Borrower will deliver deliver, or cause to be delivered delivered, to the Lender:
(a) As soon as practicable after the end of each Quarter in each fiscal year, except the last, and in any event within forty-five (45) days thereafter, financial statements, including income statement, balance sheet, statement of condition of the Borrower as of the end of such Quarter, and statements of cash flow, changes in financial position, and common shareholder's equity for such Quarter, certified as complete and correct by the principal financial officer of Borrower, subject to changes resulting from year-end adjustments;
(b) 5.5.1 As soon as practicable after the end of each fiscal yearyear of the Borrower, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, a balance sheet, statement of condition sheet of the Borrower as of at the end of such yearyear and the related statements of income, and statement of cash flow retained earnings, shareholders’ equity and changes in financial position of the Borrower for such year, all in reasonable detail and satisfactory in scope to the Lender, setting forth in each case in comparative form the corresponding figures for the previous preceding fiscal year, which statements shall be prepared in accordance with GAAP (subject to minor reclassifications) and prepared by management and with in one hundred and eighty days (180), Financial Statements in accordance with GAAP audited by an independent certified public accounting firm of recognized standing selected by the Borrower and acceptable to the Lender, and shall fairly present the financial position and operations of the Borrower as of the end of such year;
5.5.2 As soon as practicable, but in no event later than thirty (30) days prior to end of each fiscal year, projected financial statements, business plan, and cash flow forecasts for the next fiscal year, together with such supporting information as the Lender may reasonably request.
5.5.3 As soon as practicable following the end of the each fiscal quarter of the Borrower, but in any event not later than sixty (60) days thereafter, an unaudited balance sheet of the Borrower as of the end of such quarter and the related combined statements of income, retained earnings and shareholders’ equity of the Borrower for such quarter, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory in scope to the Lender, and setting forth for each such period in comparative form the corresponding figures for the appropriate period of the preceding fiscal year, which statements shall be prepared in accordance with generally accepted review standardsGAAP and, subject to normal year-end adjustments, shall present fairly the financial position and operations of the Borrower as at the end of the period involved;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) 5.5.4 Promptly upon receipt thereof, copies of all written any reports (including, without limitation, any management letters) submitted to the Borrower by any independent accountants certified public accountant in connection with any the examination of the annual or interim compilation and/or review financial statements of the books of BorrowerBorrower by such accountant;
(g) Annual accountant prepared 5.5.5 Promptly upon the issuance thereof, copies of all reports, if any, sent by the Borrower to the Securities and Exchange Commission or any other governmental agency or any securities exchange;
5.5.6 On a monthly basis, a written update on the status of the registration of equity securities by each of GreenShift, GS AgriFuels and GS CleanTech pursuant to certain existing agreements with the Lender;
5.5.7 Concurrently with the delivery of the financial statements for Guarantor EIMARrequired to be furnished by Sections 5.5.1 and 5.5.2 hereof, L.L.C. within ninety a certificate signed by the chief executive officer of the Borrower stating (90a) days that a review of period end.
(h) Annual tax returns the activities of each individual Guarantor shall be provided within thirty during such period has been made under his immediate supervision with a view to determining whether such entity has observed, performed and fulfilled all of its obligations under this Agreement, and (30b) days that to his knowledge there existed during such period no Default or Event of filing Default or if any such Default or Event of Default did exist, specifying the nature thereof, the period of existence thereof and each individual Guarantor shall provide personal what action such entity proposes to take, or has taken, with respect thereto;
5.5.8 Promptly upon learning of the occurrence of any Default or Event of Default, a certificate signed by the chief executive officer of the Borrower specifying the nature thereof and the action the Borrower propose to take or has taken with respect thereto;
5.5.9 Immediately upon becoming aware of any development or other information which may materially and adversely affect the properties, business, profits, condition of the Collateral or financial statements on an annual basis.
(i) Annual tax returns for Guarantor Village Holdingscondition of the Borrower or the ability of the Borrower to perform or comply with this Agreement or to pay any of the Obligations, LLC shall be provided within thirty (30) days telephonic or telegraphic notice specifying the nature of filing.such development or information and such anticipated effect;
Appears in 1 contract
Samples: Credit Agreement (Ecosystem Corp)
Accounting; Financial Statements and Other Information. Borrower shall maintain a standard system of accounting, established and administered in accordance with GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter quarter and fiscal year, the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower will deliver or cause to be delivered to the Lender the following, all of which shall be in form and substance reasonably acceptable to Lender:
(a) As soon as practicable after the end of each Quarter fiscal quarter in each fiscal year, except the last, and in any event within forty-forty five (45) days thereafter, consolidated financial statements, including income statement, balance sheet, statement of condition sheet of the Borrower and its Subsidiaries as of the end of such Quarterfiscal quarter, and statements of cash flow, changes in financial position, and common shareholder's ’s equity for such Quarterfiscal quarter, certified as complete and correct by the principal financial an authorized officer of Borrower, subject to changes resulting from year-end adjustments;
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety one hundred twenty (90120) days thereafter, audit quality audited, consolidated financial statements, including income statement, balance sheet, statement of condition of the Borrower and its Subsidiaries as of the end of such year, and statement of cash flow and changes in financial position of the Borrower and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared by an independent certified public accountant, selected by Borrower and satisfactory to the Lender, and prepared in accordance with generally accepted review standardsGAAP;
(c) Together with each set of financial statements required by subparagraphs (a) and (b) above, a covenant compliance certificate setting forth the calculations of the financial covenants set forth in Section 5.23, together with certificate by the chief financial officer or other authorized officer of Borrower stating that the representations and warranties contained in this Agreement are true and correct as of the date of the certificate, and whether or not there exists any Event of Default or Potential Default, specifying the nature and period of existence thereof and what action, if any, the Borrower is taking or proposes to take with respect thereto;
(d) Promptly and in any event within ten (10) days after the occurrence of a Reportable Event with respect to a Plan, a copy of any materials required to be filed with the PBGC with respect to such Reportable Event or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waived;
(e) Promptly upon receipt, and in no event more than two ten (210) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon Within ten (10) Business Days after receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared ; and The financial statements for Guarantor EIMAR, L.L.C. within ninety referenced in Sections 5.1(a) and (90b) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty deemed delivered upon Borrower providing Lender written notice that such statements are available for review over the internet at the U.S. Securities and Exchange Commission Website (30) days of filing and each individual Guarantor shall provide personal financial statements on an annual basisxxx.xxx.xxx).
(i) Annual tax returns for Guarantor Village Holdings, LLC shall be provided within thirty (30) days of filing.
Appears in 1 contract
Samples: Loan Agreement (Universal Truckload Services, Inc.)
Accounting; Financial Statements and Other Information. Borrower shall The Company will maintain a standard system of accounting, established and administered in accordance with which GAAP consistently followed throughout the periods involved, and will set aside on its books for each Quarter and fiscal year, month the proper amounts or accruals for depreciation, obsolescence, amortization, bad debts, current and deferred taxes, prepaid expenses, and for other purposes as shall be required by GAAP. Borrower The Company will deliver or cause to be delivered to the LenderBank:
(a) As soon as practicable after the end of each Quarter calendar month in each fiscal year, except the last, year and in any event within forty-five thirty (4530) days thereafter, financial statements, including income statement, a consolidated and consolidating balance sheet, statement of condition sheet of the Borrower Company as of the end of such Quartermonth, and statements of cash flowincome, changes in financial position, and common shareholder's shareholders' equity of the Company for such Quartermonth, certified as complete and correct by the principal financial officer of Borrowerthe Company, subject to changes resulting from year-end adjustments;,
(b) As soon as practicable after the end of each fiscal year, and in any event within ninety (90) days thereafter, audit quality financial statements, including income statement, a consolidated and consolidating balance sheet, statement of condition sheet of the Borrower Company as of the end of such year, and statement statements of cash flow and income, changes in financial position position, and shareholders' equity of the Borrower Company for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared accompanied by a report and an unqualified opinion of independent certified public accountantaccountants of recognized standing, selected by Borrower the Company and satisfactory to the LenderBank, which report and opinion shall be prepared in accordance with generally accepted review auditing standards;
(c) Together , together with each set of financial statements required by subparagraphs (a) and (b) above, a certificate by such accountants (i) briefly setting forth the chief financial officer or other authorized officer scope of Borrower their examination (which shall include a review of the relevant provisions of this Agreement and stating that the representations and warranties contained in this Agreement are true and correct as of the date of their judgment such examination is sufficient to enable them to give the certificate, and (ii) stating whether their examination has disclosed the existence of any condition or not there exists any event which constitutes an Event of Default under this Agreement, and, if their examination has disclosed such a condition or Potential Defaultevent, specifying the nature and period of existence thereof thereof;
(c) promptly after the filing thereof, copies of the state and what action, if any, federal tax returns of the Borrower is taking or proposes to take with respect Company and all schedules thereto;
(d) Promptly promptly upon their distribution, copies of all financial statements, reports and in any event within ten (10) days proxy statements which the Company shall have sent to its stockholders, and promptly after the occurrence sending or filing thereof, copies of a Reportable Event with respect to a Plan, a copy of any materials required to be filed all regular and periodic reports which the Company shall file with the PBGC with respect to such Reportable Event Securities and Exchange Commission or those that would have been required to be filed if the thirty (30) day notice requirement to PBGC were not waivedany national securities exchange;
(e) Promptly upon receiptAs soon as practicable, and in no any event more than two (2) Business Days after receipt, of a notice by Borrower or any ERISA Affiliate or any administrator of any Plan or Multiemployer Plan that the PBGC has instituted proceedings to terminate such Plan or to appoint a trustee to administer such Plan, a copy of such notice;
(f) Promptly upon receipt thereof, copies of all written reports submitted to the Borrower by independent accountants in connection with any annual or interim compilation and/or review the books of Borrower;
(g) Annual accountant prepared financial statements for Guarantor EIMAR, L.L.C. within ninety (90) days of period end.
(h) Annual tax returns of each individual Guarantor shall be provided within thirty (30) days of filing the end of each calendar month in each year, a certificate by the Company and each individual Guarantor shall provide personal all relevant facts in reasonable detail to evidence, and the computations as to, whether or not the Company is in compliance with the financial statements on an annual basis.covenants set forth in Sections 8.15 through 8.19 hereof; and
(if) Annual tax returns for Guarantor Village HoldingsWith reasonable promptness, LLC shall such other data and information as from time to time may be provided within thirty (30) days of filingreasonably requested by the Bank.
Appears in 1 contract
Samples: Credit Facility and Security Agreement (Dynamic Materials Corp)
