Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05; and furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish to the Lender: (a) Within 45 days after the end of each fiscal quarter of the Company (i) consolidated balance sheet of the Company and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) consolidated statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; and (b) As soon as available, and in any event within 90 days after the last day of each fiscal year of the Company, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared by independent public accountants of recognized standing selected by the Company and satisfactory to the Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and (c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and (d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and (e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and (f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and (g) Promptly, and in any event within 10 Business Days, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and (i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and (i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same).
Appears in 2 contracts
Samples: Credit Agreement (Strattec Security Corp), Credit Agreement (Strattec Security Corp)
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05section 4.5; and furnish to the Lender Agent such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender any Bank may reasonably request and, without request, furnish to the Lender:
(a) Agent: Within 45 days after the end of each of the first three quarters of each fiscal quarter year of the Company (i) consolidated balance sheet sheets of the Company and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year; and (ii) consolidated statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)year; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; and
(b) . Delivery by the Company of its quarterly report to the Securities and Exchange Commission on Form 10-Q for the relevant period will meet the financial information requirement of this section 6.6(a). As soon as available, and in any event within 90 days after the last day close of each fiscal year of the Company, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and reasonably satisfactory to the LenderRequired Banks, which audit report shall be accompanied by an opinion of such accountants, in form reasonably satisfactory to the LenderRequired Banks, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies . Delivery by the Company of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after its annual report to the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter Securities and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and Exchange Commission on Form 10-K for the corresponding periods relevant period will meet the financial information requirement of the preceding fiscal year (prepared in accordance with GAAPthis section 6.6(b); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) . As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC Securities and Exchange Commission or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(g) . Promptly, and in any event within 10 Business Days, days after an officer of the Company has actual knowledge thereof a statement of the chief financial officer of the Company describing: (i) describing any Default or Event of DefaultDefault hereunder, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same).
Appears in 2 contracts
Samples: Credit Agreement (Oshkosh B Gosh Inc), Credit Agreement (Oshkosh B Gosh Inc)
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern modem system for of accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05; GAAP, and furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish to the LenderBank:
(a) Within 45 fifteen (15) days after the end of each fiscal month, as of the last day of the preceding month, aging and summary reports of Borrower’s and each Guarantor’s accounts receivable and payables in such form and detail as the Bank may request and a Borrowing Base Report;
(b) Within forty five (45) days after the end of each quarter of the Company (i) consolidated each fiscal year of Borrower, a balance sheet of the Company and all of its consolidated Subsidiaries Reporting Group as of the close of each such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); year, and (ii) consolidated statements of income and cash flow surplus of the Company and all of its consolidated Subsidiaries Reporting Group for each such quarter and for that part of the fiscal year ending with each such quarter and for the corresponding periods period of the preceding fiscal year (prepared in accordance with GAAP); year, all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; andBorrower;
(bc) As soon as available, is available and in any event within 90 one hundred twenty (120) days after the last day close of each fiscal year of the CompanyReporting Group, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)Reporting Group, as prepared by independent certified public accountants of recognized standing selected by the Company Borrower and satisfactory reasonably acceptable to the LenderBank, which audit report reports shall be accompanied by an unqualified opinion of such accountants, in form satisfactory to the LenderBank, to the effect that the same financial statements fairly present the financial condition of the Company and its consolidated Subsidiaries Reporting Group and the results of its and their operations as of the relevant dates thereof; together with copies dates, and each such financial statement shall be accompanied by a copy of any management letters issued report, letter, or similar writing furnished to any member of the Reporting Group by those accountants and a certification by the public accountants that there exists no Event of Default or other action, condition or event which, with the giving of notice or lapse of time or both, would constitute an Event of Default under this Agreement, or if such accountants in connection with condition does exist, stating the nature thereof and the action, if any, the Borrower is taking to correct such audit; andcondition;
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(g) Promptly, possible and in any event within 10 Business Days, thirty (30) days after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, Borrower or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company Guarantor knows that any Reportable Event with respect to any Plan has occurred, a statement of by the chief financial officer of the Company Borrower or any Guarantor setting forth details as to such Reportable Event and the action which Borrower or the Company Guarantor proposes to take with respect theretoto the Reportable Event, together with a copy of any the notice of such Reportable Event given to the Pension Benefit Guaranty Corporation (“PBGC”) if a copy of such notice is available to the Companyrequired by law, (ii) promptly after the filing thereof with the Internal Revenue ServiceUnited States Secretary of Labor or the PBGC, copies of each annual report with respect to each Plan administered by the Company Borrower or any Guarantor, if required by law, and (iii) promptly after receipt thereofreceipt, a copy of any notice (other than a notice of general application) the Company, any Subsidiary notices Borrower or any member of the Controlled Group Guarantor may receive from the Pension Benefit Guaranty Corporation PBGC or the Internal Revenue Service with respect to any Plan administered by Borrower; provided, however, this subpart (g)(iii) shall not apply to notices of general application promulgated by the Company; andPBGC or the Internal Revenue Service;
(ie) No later than 30 Within two (2) business days after filing, all Form 10K, Form 10Q, Form 8K and other reports filed with the end Securities and Exchange Commission, unless the same are available to the Bank on either an SEC website or the Borrower’s website.
(f) All other reports, documents and information that the Bank may reasonably request.
(g) prompt notice of: the occurrence of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or any Event of Default (or if there was such a condition or any event, specifying which with notice and/or the same)passage of time would constitute an Event of Default hereunder; any Material casualty to any of its assets; any material change in any pending litigation; and any change in the name, place of business, chief executive office, state of incorporation or Articles of Incorporation of Borrower or any Guarantor.
Appears in 1 contract
Samples: Revolving and Term Loan Agreement (XPO Logistics, Inc.)
Accounting Records; Reports. Maintain and cause each Subsidiary to The Group shall maintain a standard and modern system for accounting in accordance with GAAP generally accepted accounting principles consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05; and furnish to the Lender GMAC such information respecting the its business, assets and financial condition of the Company and its Subsidiaries as Lender GMAC may reasonably request and, Borrower without request, shall furnish to the LenderGMAC:
(ai) Within 45 as soon as available and in any event within one hundred twenty days after the end close of each fiscal quarter year of the Company (i) consolidated balance sheet Group, a copy of unqualified audited financial statements of the Company Group, in form and all prepared by a Certified Public Accountant selected by Borrower and satisfactory to GMAC, to the effect that the same fairly presents the financial condition of the Group, and the results of its consolidated Subsidiaries operations as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and relevant dates thereof;
(ii) consolidated statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; and
(b) As soon as available, and in any event within 90 thirty days after the last day end of each fiscal year of the Companymonth, a copy of the audit report for such year and accompanying consolidated financial statements statement for the Group to include a balance sheet and a statement of operations (income and expenses) with an accompanying spreadsheet showing the Company and its consolidated Subsidiaries (prepared same information by Dealer. Individual Dealer operating reports in accordance with GAAP), as prepared by independent public accountants of recognized standing selected by the Company and satisfactory format supplied to the Lender, which audit report shall vehicle manufacturer will be accompanied by an opinion of such accountants, in form satisfactory provided to the Lender, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; andGMAC upon request;
(ciii) Within 45 within one hundred twenty (120) days after the end of each fiscal quarter year of VAST LLC (i) the Group a balance sheet of VAST LLC schedule showing all insurance policies which the Group had in force with respect to the Collateral as of the close end of such quarter fiscal year, signed by the Group;
(iv) within thirty (30) days of each period beginning April 15, 1993, and every six (6) months thereafter, and more frequently upon request by GMAC, a detailed and comprehensive schedule of the comparable quarter disbursement, loan, transfer, deposit, investment, payment, or other direct or indirect distribution by Borrower to and amongst the Dealers of any and all proceeds from Group Loans. This provision shall not be deemed to restrict Borrower from making such disbursements, loans, etc. in the preceding fiscal year (prepared in accordance with GAAP); its sound and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; andabsolute discretion;
(dv) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(g) Promptly, available and in any event within 10 Business Days, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies by August 14 of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy report by the Borrower's certified public accountant on the results of applying procedures satisfactory to GMAC for the parts and accessories inventory which would include, but not be limited to, the following: observation of physical inventories or test counts of physical inventories and a review of the Company’s operating budget reconciliation to the general ledger for reasonableness at selected dealerships representing at least 50% of the Dealer's total average value of parts and accessories inventory; and an analytic review for all Dealer locations of the outstanding balance of the parts and accessories inventory, parts inventory aging by aged category and obsolescence or other reserves for the current fiscal yearparts and accessories inventory at June 30 as compared to the prior June 30 review and December 31 audited balance. The financial statements referred to in Section 7.06 (a) results of a physical count of the parts and (b) above shall be accompanied accessories inventory taken at each Dealer location by a certificate reputable inventory service at each year-end will be audited by the chief financial officer of certified public accountant and serve as the Company showing computations demonstrating compliance or non-compliance with Section 7.01 basis for the parts and stating thataccessories inventory amount stated in the annual certified audit report.
(vi) from time to time, such other information as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same)GMAC may reasonably request concerning Borrower and any Dealer.
Appears in 1 contract
Samples: Term Loan and Borrowing Base Credit Line Loan Agreement (United Auto Group Inc)
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05section 4.5; and furnish to the Lender Agent such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender any Bank may reasonably request and, without request, furnish to the Lender:
Agent: (a) Within 45 days after the end of each of the first three quarters of each fiscal quarter year of the Company (i) consolidated and consolidating balance sheet sheets of the Company and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year; and (ii) consolidated and consolidating statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)year; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; and
and (b) As soon as available, and in any event within 90 days after the last day close of each fiscal year of the Company, a copy of the audit report for such year and accompanying consolidated and consolidating financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and reasonably satisfactory to the LenderRequired Banks, which audit report shall be accompanied by an opinion of such accountants, in form reasonably satisfactory to the LenderRequired Banks, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(g) Promptly, and in any event within 10 Business Days, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same).
Appears in 1 contract
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05section 4.5; and furnish to the Lender Agent such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender any Bank may reasonably request and, without request, furnish to the LenderAgent:
(a) Within 45 days after the end of each of the first three quarters of each fiscal quarter year of the Company (i) consolidated and consolidating balance sheet sheets of the Company and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year; and (ii) consolidated and consolidating statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)year; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; and
(b) As soon as available, and in any event within 90 days after the last day close of each fiscal year of the Company, a copy of the audit report for such year and accompanying consolidated and consolidating financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and reasonably satisfactory to the LenderRequired Banks, which audit report shall be accompanied by an opinion of such accountants, in form reasonably satisfactory to the LenderRequired Banks, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC Securities and Exchange Commission or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(gd) Promptly, and in any event within 10 Business Days, days after an officer of the Company has actual knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of DefaultDefault hereunder, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10section 4.9; and (iii) any other fact or circumstance which is materially adverse to the property, financial condition or event which would make any business operations of the warranties contained in this Agreement incomplete or inaccurate in any material respect; Company and (iv) any Material Adverse Changeits Subsidiaries taken as a whole; and
(i) Promptly, and in any event within 30 days, after an officer of the Company knows acquires actual knowledge that any material Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 the covenants in section 6.1 during the relevant period and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default hereunder or Event which, after notice or lapse of time or both, would constitute a Default hereunder (or if there was such a condition or event, specifying the same). The audit report referred to in (b) above shall be accompanied by a certificate by the accountants who prepared the audit report, as of the date of such audit report, stating that in the course of their audit, nothing has come to their attention suggesting that a condition or event has occurred which constitutes a Default hereunder or which, after notice or lapse of time or both, would constitute a Default hereunder (or if there was such a condition or event, specifying the same); but such accountants shall not be liable for any failure to obtain knowledge of any such condition or event. The Agent shall promptly furnish to each of the Banks (i) copies of the certificates delivered to the Agent pursuant to this paragraph, and (ii) copies of any statements delivered to the Agent pursuant to section 6.6(d) or (e) above.
Appears in 1 contract
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05; and furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish or cause to be furnished to the Lender:
(a) Within 45 days after the end of each fiscal quarter of the Company Companymonth (i) consolidated balance sheet of the Company and all of its consolidated Subsidiaries as of the close of such quarter quartermonth and of the comparable quarter quartermonth in the preceding fiscal year (prepared in accordance with GAAP); and (ii) consolidated statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter quartermonth and for that part of the fiscal year ending with such quarter quartermonth and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct (subject to audit and normal year-year- end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; and
(b) As soon as available, and in any event within 90 days after the last day of each fiscal year of the CompanyGuarantor, a copy of the audit report for such year and accompanying consolidated financial statements of the Company Guarantor and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared by independent public accountants of recognized standing selected by the Company Guarantor and satisfactory to the Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present the financial condition of the Company Guarantor and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 As soon as available, and in any event within 90 days after the end last day of each fiscal quarter year of VAST LLC (i) ADAC, a balance sheet of VAST LLC as copy of the close audit report for such year and accompanying consolidated financial statements of such quarter ADAC and of the comparable quarter in the preceding fiscal year its consolidated Subsidiaries (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part , as prepared by ADAC’s independent public accountants, including a copy of the fiscal year ending with opinion of such quarter and for accountants regarding the corresponding periods presentation of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible such financial officer of VAST LLCstatements; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(g) Promptly, and in any event within 10 Business Days, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.105.09; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(ie) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same).
Appears in 1 contract
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05; and furnish to the Lender such information respecting the business, assets and financial condition of the Company Borrower and its Subsidiaries as Lender may reasonably request and, without request, furnish to the Lender:
(a) Within 45 days after the end of each fiscal quarter of the Company Borrower (i) consolidated balance sheet sheets of the Company Borrower and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year; and (ii) consolidated statements of income and cash flow of the Company Borrower and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)year; all in reasonable detail and certified as true and correct (subject to the absence of footnotes, and audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the CompanyBorrower and accompanied by the compliance certificate required pursuant to clause (l) of this Section 7.06; and
(b) As soon as available, and in any event within 90 120 days after the last day close of each fiscal year of the CompanyBorrower, a copy of the audit report for such year and accompanying consolidated financial statements of the Company Borrower and its consolidated Subsidiaries (prepared in accordance with GAAP)Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company Borrower and satisfactory to the Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present in all material respects the financial condition of the Company Borrower and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereofthereof and covered thereby; together with and, when available, copies of any management letters issued by such accountants in connection with any such auditaudit and the compliance certificate required pursuant to clause (l) of this Section 7.06; and
(c) Within 30 days after each month-end during which any Revolving Loan is outstanding (for the avoidance of doubt, the deliveries required by this clause (c) shall not be required at any time when Letters of Credit, but no Revolving Loans, are outstanding) if , (i) a Borrowing Base Certificate as of the last day of such month, certified by the chief financial officer of Borrower, (ii) a true and correct schedule of Borrower’s accounts receivable as of the last day of such month, stating the debtor’s name and amount owed, whether the debtor is foreign or domestic, and the age of all accounts receivable by invoice date and debtor and a reconciliation of collateral; and, (iii) a true and correct schedule of Borrower’s accounts payable as of the last day of such month, stating the creditor’s name and amount owed, and age of all accounts payable by invoice date, and (iv) such additional documentation as Lender may reasonably request; provided, that Lender may require Borrower to deliver Borrowing Base Certificates more frequently if an Event of Default has occurred and is continuing; and
(d) Within 60 days after the end of each fiscal year-end, financial projections of Borrower and its Subsidiaries for the current fiscal year, including a quarterly income statement and balance sheet detail; and
(e) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet Borrower, true and correct schedule of VAST LLC Borrower’s accounts receivable as of the close last day of such quarter quarter, stating the debtor’s name and amount owed, and the age of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); all accounts receivable by invoice date and (ii) statements debtor and a reconciliation of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLCcollateral; and
(df) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter Borrower, brokerage statements with respect to any brokerage accounts which have been included in the preceding fiscal year (prepared in accordance with GAAP); calculation of Liquidity and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and which are not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06held at Lender; and
(g) Upon the request of Lender, annual contract value estimates; and
(h) Promptly, and in any event with 10 days after Borrower becomes aware thereof, notice of any cancellation or other material change in insurance coverage; and
(i) Promptly, and in any event within 10 Business Days5 days, after Company Borrower has knowledge thereof a statement of the chief financial officer of the Company Borrower describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default hereunder or receipt of a notice of default under any other material agreement to which the Company Borrower or any Subsidiary is a party, in each case together with a statement of the actions which the Company Borrower proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; and (iii) any other condition fact or event circumstance which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any could reasonably be expected to cause a Material Adverse Change; and
(i) Promptly, and in any event within 30 5 days, after the Company Borrower knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company Borrower setting forth details as to such Reportable Event and the action which the Company Borrower proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the CompanyBorrower, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company Borrower and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the CompanyBorrower, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the CompanyBorrower; and
(ik) No later than 30 days after As soon as available, copies of all reports or materials submitted or distributed to shareholders of Borrower or filed with the end SEC and any material reports or materials distributed to any other governmental agency having regulatory authority over Borrower or any Subsidiary or with any national securities exchange, exclusive of each fiscal yearcustomer or routine filings with tax authorities, provided that such reports or materials shall be deemed to have been delivered on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall upon request provide to Lender by electronic mail electronic versions (i.e., soft copies or links to access such documents) of such documents; and
(l) Promptly upon receipt, copies of any correspondence, notice, pleading, citation, indictment, complaint, order, decree, or other document from any source asserting or alleging a copy circumstance or condition which requires or may require a financial contribution by Borrower or any Subsidiary or a cleanup, removal, remedial action, or other response by or on the part of Borrower or any Subsidiary under Environmental Laws or which seeks damages or civil, criminal or punitive penalties from Borrower or any Subsidiary for an alleged violation of Environmental Laws; and
(m) Together with the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by above, a certificate by the chief financial officer of the Company Borrower showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default default hereunder or Event which, after notice or lapse of Default time or both, would constitute a default hereunder (or if there was such a condition or event, specifying the same).
Appears in 1 contract
Samples: Credit Agreement (Servicesource International, Inc.)
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05section 3.5; and furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as the Lender may reasonably request and, without request, furnish to the Lender:
(a) Within 45 30 days after the end of each fiscal quarter year of the Company (i) consolidated Company, a balance sheet of the Company and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) consolidated statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter and for that part as of the fiscal close of such year ending with such quarter and for the corresponding periods of the preceding fiscal year (year, all prepared in accordance with GAAP); all in reasonable detail GAAP and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; and.
(b) As soon as available, and in any event within 90 days after the last day of each fiscal year of the Company, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared by independent public accountants of recognized standing selected by the Company and satisfactory to the Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 15 days after the end of each fiscal quarter of VAST LLC (i) month, a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and month, for that part of the fiscal year ending with such quarter to date and for the corresponding periods of the preceding fiscal year (year, all prepared in accordance with GAAP); all in reasonable detail GAAP consistently applied and certified as true and correct (subject to audit and normal year-end adjustments) by the responsible chief financial officer of VAST LLC; andthe Company.
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(ec) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(fd) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness obligations of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.065.6; and
(ge) Promptly, and in any event within 10 Business Daysdays, after the Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default hereunder or under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.103.10; and (iii) any other fact or circumstance which is materially adverse to the property, financial condition or event which would make any business operations of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse ChangeCompany; and
(f) (i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary Company or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default default hereunder or Event which, after notice or lapse of Default time or both, would constitute a default hereunder (or if there was such a condition or event, specifying the same).
Appears in 1 contract
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.054.5; and furnish to the Lender Banks such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender any Bank may reasonably request and, without request, furnish to the LenderBanks:
(a) Within 45 days after the end of each fiscal quarter of the Company (i) consolidated and consolidating balance sheet sheets of the Company and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year; and (ii) consolidated and consolidating statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)year; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer Chief Financial Officer or other responsible officer the Vice President-Finance of the Company; and
(b) As soon as available, and in any event within 90 days after the last day close of each fiscal year of the Company, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and satisfactory to the LenderRequired Banks, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the LenderRequired Banks, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange; and
(fd) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness obligations of the Company or any Subsidiary pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender Banks pursuant to any other clause of this Section 7.066.6; and
(ge) Promptly, and in any event within 10 Business Daysdays, after Company has knowledge thereof a statement of the chief financial officer Chief Financial Officer or Vice President - Finance of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a Default hereunder or a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.104.10; and (iii) any other fact or circumstance which is materially adverse to the property, financial condition or event which would make any business operations of the warranties contained in this Agreement incomplete Company or inaccurate in any material respect; and (iv) any Material Adverse ChangeSubsidiary; and
(f) (i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer Chief Financial Officer or Vice President - Finance of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer Chief Financial Officer or Vice President - Finance of the Company showing setting forth detailed computations demonstrating compliance or non-compliance with Section 7.01 6.1 and further stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or an Event of Default hereunder (or if there was such a condition or event, specifying the same).
Appears in 1 contract
Samples: Credit Agreement (Plexus Corp)
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05section 4.05; and furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries Borrower as the Lender may reasonably request and, without request, furnish to the Lender:
(a) Within 45 days after the end of each fiscal quarter of the Company first three quarters of each fiscal year of the Borrower (i) consolidated balance sheet of the Company and all of its consolidated Subsidiaries Borrower as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year; and (ii) consolidated statements of income and cash flow surplus of the Company and all of its consolidated Subsidiaries Borrower for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)year; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the CompanyBorrower; and
(b) As soon as available, and in any event within 90 days after the last day close of each fiscal year of the CompanyBorrower, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)Borrower, as prepared by independent public accountants of recognized standing selected by the Company Borrower and satisfactory to the Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries Borrower and the results of its and their operations as of the relevant dates thereof; , together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders Borrower or filed with the SEC or other governmental agency having regulatory authority over the Company Borrower or with any national securities exchange; and
(fd) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness obligations of the Company Borrower pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06section, and
(e) Within 90 days after the beginning of each fiscal year of the Borrower, a schedule showing all insurance policies which the Borrower had in force as of the beginning of such fiscal year, signed by a proper accounting officer of the Borrower; and
(gf) Promptly, and in any event within 10 Business Daysdays, after Company Borrower has knowledge thereof a statement of the chief financial officer of the Company Borrower describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under this agreement or under any other material agreement to which the Company or any Subsidiary Borrower is a party, in each case together with a statement of the actions which the Company Borrower proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10section 4.08; and (iii) any other fact or circumstance which is materially adverse to the property, financial condition or event which would make any business operations of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse ChangeBorrower; and
(i) Promptly, and in any event within 30 days, after the Company Borrower knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company Borrower setting forth details as to such Reportable Event and the action Action which the Company Borrower proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the CompanyBorrower, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company Borrower and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary Borrower or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal yearBorrower. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating Borrower that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default default under this agreement or Event which, after notice or lapse of Default time or both, would constitute a default under this agreement (or if there was such a condition or event, specifying the same). The audit report referred to in (b) above shall be accompanied by a certificate by the accountants who prepared the audit report, as of the date of such audit report, stating that in the course of their audit, nothing has come to their attention suggesting that a condition or event has occurred which constitutes a default under this agreement or which, after notice or lapse of time or both, would constitute a default under this agreement (or if there was such a condition or event, specifying the same); but such accountants shall not be liable for any failure to obtain knowledge of any such condition or event.
(h) On the first ten consecutive Fridays after closing of the loan transaction referenced herein, Borrower shall cause its counsel, Jxxx Xxxxxxxx, or his successor in such capacity, to provide to Lender a detailed account of use of proceeds from the loan for such week, including the identity of the payee, amount paid and the purpose of the payment.
(i) Borrower hereby authorizes Kxxxxxx and Hxxx, P.A., attorneys at law, to immediately wire transfer from their trust account, $270,000.00 of the $400,000.00 loan amount to Lancaster International upon the execution of the closing documents by Borrower and Deerfield Enterprises, Inc.
Appears in 1 contract
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for of accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05; periods, and furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish to the LenderBank:
(a) Within 45 fifteen (15) days after the end of each fiscal quarter month, as of the Company last day of the preceding month, aging and summary reports of Borrower's and the Guarantor's accounts receivable and payables in such form and detail as the Bank may request;
(ib) consolidated Within forty five (45) days after the end of each of the first eleven (11) months of each fiscal year, a balance sheet of the Company and all of its Guarantor (on a consolidated Subsidiaries basis) as of the close of each such quarter month and of the comparable quarter month in the preceding fiscal year (prepared in accordance with GAAP); year, and (ii) consolidated statements of income and cash flow surplus of the Company and all of its Guarantor (on a consolidated Subsidiaries basis) for each such quarter month and for that part of the fiscal year ending with each such quarter month and for the corresponding periods period of the preceding fiscal year (prepared in accordance with GAAP); year, all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; andGuarantor;
(bc) As soon as available, is available and in any event within 90 ninety (90) days after the last day close of each fiscal year of the CompanyGuarantor, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its Guarantor (on a consolidated Subsidiaries (prepared in accordance with GAAPbasis), as prepared by independent certified public accountants of recognized standing selected by the Company Guarantor and satisfactory acceptable to the LenderBank, which audit report reports shall be accompanied by an unqualified opinion of such accountants, in form satisfactory to the LenderBank, to the effect that the same financial statements fairly present the financial condition of the Company and its Guarantor (on a consolidated Subsidiaries basis) and the results of its and their operations as of the relevant dates thereof; together dates, and each such financial statement shall be accompanied by a certification by the public accountants that there exists no Event of Default or other action, condition or event which, with copies the giving of any management letters issued by notice or lapse of time or both, would constitute an Event of Default under this Agreement, or if such accountants in connection with condition does exist, stating the nature thereof and the action, if any, the Guarantor is taking to correct such audit; andcondition;
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(g) Promptly, possible and in any event within 10 Business Days, thirty (30) days after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time Borrower or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company Guarantor knows that any Reportable Event with respect to any Plan has occurred, a statement of by the chief financial officer of Borrower or the Company Guarantor setting forth details as to such Reportable Event and the action which Borrower or the Company Guarantor proposes to take with respect theretoto the Reportable Event, together with a copy of any the notice of such Reportable Event given to the Pension Benefit Guaranty Corporation ("PBGC") if a copy of such notice is available to the Companyrequired by law, (ii) promptly after the filing thereof with the Internal Revenue ServiceUnited States Secretary of Labor or the PBGC, copies of each annual report with respect to each Plan administered by Borrower or the Company Guarantor, if required by law, and (iii) promptly after receipt thereofreceipt, a copy of any notice (other than a notice of general application) notices Borrower or the Company, any Subsidiary or any member of the Controlled Group Guarantor may receive from the Pension Benefit Guaranty Corporation PBGC or the Internal Revenue Service with respect to any Plan administered by Borrower; provided, however, this subpart (g)(iii) shall not apply to notices of general application promulgated by the Company; andPBGC or the Internal Revenue Service;
(ie) No later than 30 Within two (2) business days after filing, all Form 10K, Form 10Q, Form 8K and other reports filed with the end of each fiscal yearSecurities and Exchange Commission, a copy of unless the Company’s operating budget for same are available to the current fiscal year. The financial statements referred to in Section 7.06 Bank on either an SEC website or the Guarantor's website.
(af) All other reports, documents and (b) above shall be accompanied by a certificate by information that the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same)Bank may reasonably request.
Appears in 1 contract
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted accounting principles (“GAAP”) consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05periods; and furnish to the Lender Bank (or make available online) such information respecting the business, assets and financial condition of the Company and its Subsidiaries Borrower as Lender Bank may reasonably request and, without request, furnish to the LenderBank:
(a) Within 45 forty-five (45) calendar days after the end of each fiscal calendar quarter of the Company (i) consolidated balance sheet sheets of the Company and all of its consolidated Subsidiaries Borrower as of the close of such calendar quarter and of the comparable quarter quarters in the immediately preceding fiscal year (prepared in accordance with GAAP); year, and (ii) consolidated statements of income income, retained earnings, and cash flow of the Company and all of its consolidated Subsidiaries Borrower for such quarter and quarter, for that part of the fiscal year ending with such quarter quarter, and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; andBorrower;
(b) As soon as available, and in any event within 90 one hundred twenty (120) calendar days after the last day close of each fiscal year of the CompanyBorrower, a copy of the audit report for such year Borrower’s audited financial statements, including a balance sheet, and accompanying consolidated financial statements of the Company income, retained earnings and its consolidated Subsidiaries (prepared in accordance with GAAP)cash flow, as prepared by independent public accountants of recognized standing selected by the Company Borrower and satisfactory to the LenderBank, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the LenderBank, to the effect that the same fairly present audit of Borrower’s financial statements was conducted in accordance with standards established by the financial condition American Institute of the Company and its consolidated Subsidiaries and the results of its and Certified Public Accountants and, based on their operations as of the relevant dates thereof; together with copies audit, such accountants are not aware of any management letters issued by such accountants material modifications that should be made to the accompanying financial statements in connection order for them to be in accordance with such audit; andGAAP;
(c) Within 45 As soon as available, and, in any event, no later than one hundred twenty (120) calendar days after the end close of each fiscal quarter year of VAST LLC (i) Borrower, a balance sheet copy of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and Borrower’s projected financial performance for the corresponding periods of the preceding next, immediately succeeding, fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLCyear; and
(d) Within 45 ten (10) calendar days after the end Borrower’s first knowledge of each fiscal quarter any Default, Event of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC Default or other governmental agency having regulatory authority over the Company act or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(g) Promptly, and in any event within 10 Business Daysomission that, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Defaultnotice, or any other event which, either of itself or with the lapse of time or the giving of notice or both, 1050745993 v3 would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or an Event of Default (under this Agreement, immediately report to Bank such Default, Event of Default or if there was such a condition other act or event, specifying the same)omission.
Appears in 1 contract
Accounting Records; Reports. Maintain and or cause each Subsidiary to maintain be maintained a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05; 5.04 and furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries Borrower as the Lender may reasonably request and, without request, and furnish to the LenderLender at the times specified below:
(a) Within 45 days after the end of June 30th and December 31st of each fiscal quarter of the Company year (i) consolidated a balance sheet of the Company and all of its consolidated Subsidiaries Borrower as of the close of such quarter Fiscal Quarter and of the comparable quarter Fiscal Quarter in the preceding fiscal year (prepared in accordance with GAAP)Fiscal Year; and (ii) consolidated statements statement of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter Fiscal Quarter and for that part of the fiscal year Fiscal Year ending with such quarter Fiscal Quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)Fiscal Year; all in reasonable detail and certified as true a fair presentation in all material respects of the financial condition of the Borrower and correct the results of its operations as of the relevant dates thereof (without footnotes and subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer a Financial Officer of the Company; and
(b) As soon as available, and in any event within 90 Within sixty (60) days after the last day close of each fiscal year Fiscal Year of the CompanyBorrower, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)Borrower, as prepared by independent public accountants of recognized national or regional standing selected by the Company and (or otherwise reasonably satisfactory to the Lender) selected by the Borrower, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, accountants to the effect that the same fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries Borrower and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after On the end 15th (or the immediately preceding Business Day) and last Business Day of each fiscal quarter calendar month, a calculation of VAST LLC (i) a balance sheet of VAST LLC the Borrowing Base as of a date three (3) Business Days prior to delivery, in the close form of such quarter and Exhibit 7.08(C) attached hereto (each a “Borrowing Base Certificate”), certified by the chief financial officer or similar representative of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLCBorrower; and
(d) Within 45 sixty (60) days after following the end of each fiscal quarter of each Subsidiary of the Company (i) Borrower’s first and third Fiscal Quarters, a balance sheet copy of such Subsidiary as of Form N-Q filed with the close of such quarter Securities and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary Exchange Commission for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiaryquarter; and
(e) As soon as available, copies Within five (5) Business Days of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of material Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and Borrower (solely in its capacity as such) not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.067.08; and
(f) Within two (2) Business Days of receipt, copies of any material notices (including notices of default or acceleration) received from any holder of material Indebtedness of Borrower (solely in its capacity as such); and
(g) Promptly, and in any event within 10 Within five (5) Business Days, after Company the Borrower has knowledge thereof a statement of the chief financial officer or similar representative of the Company Borrower describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect theretohereunder; (ii) any pending litigation or litigation threatened litigation in writing or administrative proceeding of the type described in Section 5.105.09; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any fact or circumstance which could reasonably be expected to result in a Material Adverse Change; and
(ih) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy Within fifteen (15) days of any notice of such Reportable Event given material modification to the Pension Benefit Guaranty Corporation if a copy of such Borrower’s credit guidelines, Borrower shall provide notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal yearapplicable documents. The financial statements referred to in Section 7.06 (asubsections 7.08(a) and (b) above shall each be accompanied by a certificate by the chief financial officer or similar representative of the Company Borrower showing computations computations, substantially in the form of Exhibit 7.08 attached hereto, demonstrating compliance or non-compliance with Section 7.01 7.03 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default hereunder (or if there was such a condition or event, specifying the same).
Appears in 1 contract
Samples: Credit Agreement (RiverNorth Marketplace Lending Corp)
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system --------------------------- for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05periods; and furnish to the Lender Agent which shall promptly furnish to the Banks such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender it may reasonably request and, without request, furnish to the LenderAgent:
(a) Within 45 60 days after the end of each of the first three quarters of each fiscal quarter year of the Company (i) consolidated a balance sheet of the Company and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year-end; and (ii) consolidated statements of income and cash flow surplus of the Company and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)quarter; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Companyan Authorized Officer; and
(b) As soon as available, and in any event within 90 120 days after the last day close of each fiscal year of the Company, a copy of the audit report opinion for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared audited by independent public accountants of recognized standing selected by the Company and satisfactory to the Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters (or portions thereof) issued by such accountants in connection with such auditaudit regarding matters which relate to or adversely effect the Company; and
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted (in respect to matters which may have a material adverse effect on the business or distributed to shareholders financial condition of the Company in their capacity as shareholders or Company) filed with the SEC FCC, the Securities Exchange Commission or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
the Company shall also deliver to the Agent a copy of all information (fin respect to matters which may have a material adverse effect on the business or financial condition of the Company) Promptly sent by the Company to its joint venture partners or the limited partners of the Partnerships within ten (10) days after the furnishing thereofdate such information shall have been sent to such joint venture partners or limited partners, copies of any statement or report furnished to any other holder of Indebtedness of as the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06case may be; and
(gd) Upon request, evidence that insurance policies are in force covering all property of the Company; and
(e) Promptly, and in any event within 10 Business Days, days after the Company has knowledge thereof thereof, a statement of the chief financial officer of the Company an Authorized Officer describing: (i) in detail any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default Default or an Event of Default hereunder or under any other material agreement to which the Company or any Subsidiary is a party, in each case the period of existence thereof together with a statement of the actions which the Company has taken or proposes to take with respect thereto; and (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 4.9; and
(f) Together with the financial statements referred to in (a) and (b) above, a certificate signed on behalf of the Company by an Authorized Officer, demonstrating in reasonable detail compliance by the Company with the requirements of Sections 5.10, 5.11 and 6.1 hereof; and
(iiig) Within 30 days after the end of each calendar quarter, a report, in form and substance satisfactory to each of the Banks, showing with respect to the Cable Systems of the Company (individually and in the aggregate) (i) the number of Basic Subscribers at the end of such quarter and (ii) any other condition or event which would make any of information reasonably requested by the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; andBanks.
(i) Promptly, and in any event within 30 days, days after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company an Authorized Officer setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer or Treasurer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating JII that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or an Event of Default (or if there was such a condition or event, specifying the same)Default hereunder.
Appears in 1 contract
Samples: Revolving Credit Agreement (Jones Cable Income Fund 1-B LTD)
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.053.4; and furnish to the Lender such information respecting the business, assets and financial condition of each Borrower as the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish to the Lender:
(a) Within 45 days after the end of each fiscal quarter of the Company first three quarters of each fiscal year of each Borrower (i) consolidated a balance sheet of the Company and all of its consolidated Subsidiaries each Borrower as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year; and (ii) consolidated statements of income and cash flow surplus of the Company and all of its consolidated Subsidiaries each Borrower for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)year; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Companyeach Borrower; and
(b) As soon as available, and in any event within 90 120 days after the last day close of each fiscal year of the Companyeach Borrower, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)each Borrower, as prepared by independent public accountants of recognized standing selected by the Company and satisfactory to the Lendereach Borrower, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lendercustomary form, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries each Borrower and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all financial reports or materials submitted or distributed to shareholders or members of the Company in their capacity as shareholders each Borrower or filed with the SEC or other a governmental agency having regulatory authority over the Company or with any national securities exchangeBorrower; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(gd) Promptly, and in any event within 10 Business Daysdays, after Company any Borrower has knowledge thereof a statement of the chief financial officer of the Company such Borrower describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default hereunder or under any other material agreement to which the Company or any Subsidiary Borrower is a party, in each case together with a statement of the actions which the Company such Borrower proposes to take with respect thereto; and (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change3.8; and
(i) Promptly, and in any event within 30 days, after the Company any Borrower knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company such Borrower setting forth details as to such Reportable Event and the action which the Company such Borrower proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty guaranty Corporation if a copy of such notice is available to the Companysuch Borrower, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company any Borrower and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group Borrower may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same)any Borrower.
Appears in 1 contract
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05Financial Statements; and furnish to the Lender Foundation such information respecting the business, assets and financial condition of the Company and its Subsidiaries Borrower as Lender the Foundation may reasonably request request; and, without request, furnish to the Lender:
(a) Foundation: Within 45 days after the end of each fiscal quarter of the Company first three quarters of each fiscal year of the Borrower (i) consolidated balance sheet of the Company and all of its consolidated Subsidiaries Borrower as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year; and (ii) consolidated statements of income and cash flow of the Company and all of its consolidated Subsidiaries Borrower for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)year; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the CompanyBorrower; and
(b) and As soon as available, and in any event within 90 days after the last day close of each fiscal year of the CompanyBorrower, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)Borrower, as prepared by independent public accountants of recognized standing selected by the Company Borrower and satisfactory to the LenderFoundation, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the LenderFoundation, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries Borrower and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness obligations of the Company Borrower pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06Foundation; and
(g) and Promptly, and in any event within 10 Business Daysbusiness days, after Company Borrower has knowledge thereof a statement of the chief financial officer of the Company Borrower describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default hereunder or under any other material agreement to which the Company or any Subsidiary Borrower is a party, in each case together with a statement of the actions which the Company Borrower proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10section 2.06; and (iii) any other fact or circumstance which is materially adverse to the property, financial condition or event which would make any business operations of the warranties contained in this Agreement incomplete or inaccurate in any material respectBorrower; and (iv) Promptly any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after notice concerning the Company knows that any Reportable Event with respect to any Plan has occurred, a statement loss of the chief financial officer Borrower’s tax-exempt status under Section 501(c)(3) of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary Code or any member change in the Borrower’s status under Section 509(a) of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same)Code.
Appears in 1 contract
Samples: Term Loan Agreement
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05; periods, and furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish to the LenderNBD:
(a) Within 45 20 days after the end of each fiscal quarter month, as of the Company (i) consolidated balance sheet last day of the Company preceding month, aging and all summary reports of its consolidated Subsidiaries each Obligor's accounts receivable (including Edit Accounts) and payable in such form and detail as NBD may request.
(b) Within 20 days after the end of each month, monthly collateral activity reports of USML (each, a "Collateral Activity Report") as of the close of business of the preceding day, on forms supplied by NBD.
(c) Within 20 days after the end of each month, a monthly summary of all inventories of USML in such quarter form and detail as NBD may reasonably request.
(d) Within 30 days after the end of each of the first eleven months of each fiscal year, a balance sheet of the Obligors on a consolidated and consolidating basis as of the close of each such month and of the comparable quarter month in the preceding fiscal year (prepared in accordance with GAAP); year, and (ii) consolidated statements of income and cash flow surplus of the Company and all of its consolidated Subsidiaries Obligors for such quarter each month and for that part of the fiscal year ending with each such quarter month and for the corresponding periods period of the preceding fiscal year (prepared in accordance with GAAP); year, all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer a Responsible Officer of the Company; andeach Obligor.
(be) Within the time allowed (without extension) by the Securities and Exchange Commission, copies of USML's 10Q and 10K reports.
(f) As soon as available, available and in any event within 90 days after the last day close of each fiscal year of the CompanyObligors, a copy of the Obligors' detailed long-form audit report for such year and accompanying financial statements, on a consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)consolidating basis, as prepared by independent certified public accountants of recognized standing selected by the Company Obligors and satisfactory reasonably acceptable to the LenderNBD, together with all management letters, which audit report shall must be accompanied by an unqualified opinion of such accountants, in form satisfactory to the LenderNBD, to the effect that the same financial statements fairly present the financial condition of the Company and its consolidated Subsidiaries Obligors and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(g) Promptlydates, and in any event within 10 Business Days, after Company has knowledge thereof a each such financial statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall must be accompanied by a certificate certification by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, public accountants that no condition or event had occurred which constitutes a Default or Event of Default (or Default exists, or if there was such a condition or eventdoes exist, specifying stating the same).nature thereof and the action, if any, Obligors are taking to correct such condition. Although the financial statements required under this Subsection (f) must
Appears in 1 contract
Samples: Revolving Credit and Loan Agreement (Universal Standard Medical Laboratories Inc)
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05; and furnish to the Lender such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender may reasonably request and, without request, furnish or cause to be furnished to the Lender:
(a) Within 45 days after the end of each fiscal quarter of the Company (i) consolidated balance sheet of the Company and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) consolidated statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; and
(b) As soon as available, and in any event within 90 days after the last day of each fiscal year of the CompanyGuarantor, a copy of the audit report for such year and accompanying consolidated financial statements of the Company Guarantor and its consolidated Subsidiaries (prepared in accordance with GAAP), as prepared by independent public accountants of recognized standing selected by the Company Guarantor and satisfactory to the Lender, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the Lender, to the effect that the same fairly present the financial condition of the Company Guarantor and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 As soon as available, and in any event within 90 days after the end last day of each fiscal quarter year of VAST LLC (i) ADAC, a balance sheet of VAST LLC as copy of the close audit report for such year and accompanying consolidated financial statements of such quarter ADAC and of the comparable quarter in the preceding fiscal year its consolidated Subsidiaries (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part , as prepared by ADAC's independent public accountants, including a copy of the fiscal year ending with opinion of such quarter and for accountants regarding the corresponding periods presentation of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible such financial officer of VAST LLCstatements; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or with any national securities exchange; and
(f) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness of the Company pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender pursuant to any other clause of this Section 7.06; and
(g) Promptly, and in any event within 10 Business Days, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.105.09; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(ie) No later than 30 days after the end of each fiscal year, a copy of the Company’s 's operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same).
Appears in 1 contract
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with GAAP generally accepted principles of accounting consistently applied throughout all accounting periods and consistent with those applied in the preparation of the financial statements referred to in Section 5.05section 4.5; and furnish to the Lender Banks such information respecting the business, assets and financial condition of the Company and its Subsidiaries as Lender any Bank may reasonably request and, without request, furnish to the LenderBanks:
(a) Within 45 days after the end of each of the first three quarters of each fiscal quarter year of the Company (i) consolidated balance sheet sheets of the Company and all of its consolidated Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP)year; and (ii) consolidated statements of income and cash flow of the Company and all of its consolidated Subsidiaries for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP)year; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer, treasurer or other responsible officer of the Company; and
(b) As soon as available, and in any event within 90 days after the last day close of each fiscal year of the Company, a copy of the audit report for such year and accompanying consolidated financial statements of the Company and its consolidated Subsidiaries (prepared in accordance with GAAP)Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and satisfactory to the LenderRequired Banks, which audit report shall be accompanied by an opinion of such accountants, in form satisfactory to the LenderRequired Banks, to the effect that the same fairly present the financial condition of the Company and its consolidated Subsidiaries and the results of its and their operations as of the relevant dates thereof; together with copies of any management letters issued by such accountants in connection with such audit; and
(c) Within 45 days after the end of each fiscal quarter of VAST LLC (i) a balance sheet of VAST LLC as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of VAST LLC for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of VAST LLC; and
(d) Within 45 days after the end of each fiscal quarter of each Subsidiary of the Company (i) a balance sheet of such Subsidiary as of the close of such quarter and of the comparable quarter in the preceding fiscal year (prepared in accordance with GAAP); and (ii) statements of income and cash flow of such Subsidiary for such quarter and for that part of the fiscal year ending with such quarter and for the corresponding periods of the preceding fiscal year (prepared in accordance with GAAP); all in reasonable detail and certified as true and correct by the responsible financial officer of such Subsidiary; and
(e) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company in their capacity as shareholders or filed with the SEC or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange; and
(fd) Promptly after the furnishing thereof, copies of any statement or report furnished to any other holder of Indebtedness obligations of the Company or any Subsidiary pursuant to the terms of any indenture, credit or loan agreement or similar agreement and not otherwise required to be furnished to the Lender Banks pursuant to any other clause of this Section 7.06section 6.6; and
(ge) Promptly, and in any event within 10 Business Daysdays, after Company has knowledge thereof a statement of the chief financial officer of the Company describing: (i) any Default or Event of Default, or any other event which, either of itself or with the lapse of time or the giving of notice or both, would constitute a default under any other material agreement to which the Company or any Subsidiary is a party, in each case together with a statement of the actions which the Company proposes to take with respect thereto; (ii) any pending or threatened litigation or administrative proceeding of the type described in Section 5.10; (iii) any other condition or event which would make any of the warranties contained in this Agreement incomplete or inaccurate in any material respect; and (iv) any Material Adverse Change; and
(i) Promptly, and in any event within 30 days, after the Company knows that any Reportable Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company setting forth details as to such Reportable Event and the action which the Company proposes to take with respect thereto, together with a copy of any notice of such Reportable Event given to the Pension Benefit Guaranty Corporation if a copy of such notice is available to the Company, (ii) promptly after the filing thereof with the Internal Revenue Service, copies of each annual report with respect to each Plan administered by the Company and (iii) promptly after receipt thereof, a copy of any notice (other than a notice of general application) the Company, any Subsidiary or any member of the Controlled Group may receive from the Pension Benefit Guaranty Corporation or the Internal Revenue Service with respect to any Plan administered by the Company; and
(i) No later than 30 days after the end of each fiscal year, a copy of the Company’s operating budget for the current fiscal year. The financial statements referred to in Section 7.06 (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company showing computations demonstrating compliance or non-compliance with Section 7.01 and stating that, as of the close of the last period covered in such financial statements, no condition or event had occurred which constitutes a Default or Event of Default (or if there was such a condition or event, specifying the same).the
Appears in 1 contract
Samples: Credit Agreement (Plexus Corp)
