Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with 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 4.5; and furnish to the Agent such information respecting the business, assets and financial condition of the Company and its Subsidiaries as any Bank may reasonably request and, without request, furnish to the Agent: Within 45 days after the end of each of the first three quarters of each fiscal year of the Company (i) consolidated balance sheets of the Company and all of its Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year; and (ii) consolidated statements of income and cash flow of the Company and all of its 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; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer of the Company. 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 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 Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and reasonably satisfactory to the Required Banks, which audit report shall be accompanied by an opinion of such accountants, in form reasonably satisfactory to the Required Banks, to the effect that the same fairly present the financial condition of the Company and its Subsidiaries and the results of its and their operations as of the relevant dates thereof. Delivery by the Company of its annual report to the Securities and Exchange Commission on Form 10-K for the relevant period will meet the financial information requirement of this section 6.6(b). As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company or filed with the Securities and Exchange Commission or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange. Promptly, and in any event within 10 days after an officer of the Company has actual knowledge thereof a statement of the chief financial officer of the Company describing any Default or Event of Default 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, together with a statement of the actions which the Company proposes to take with respect thereto.
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Samples: Corporate Guaranty Agreement (Oshkosh B Gosh Inc), Credit Agreement and Assignment and Acceptance Agreement (Oshkosh B Gosh Inc)
Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with 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 4.5; and furnish to the Agent such information respecting the business, assets and financial condition of the Company and its Subsidiaries as any Bank may reasonably request and, without request, furnish to the Agent: (a) Within 45 days after the end of each of the first three quarters of each fiscal year of the Company (i) consolidated and consolidating balance sheets of the Company and all of its Subsidiaries as of the close of such quarter and of the comparable quarter in the preceding fiscal year; and (ii) consolidated and consolidating statements of income and cash flow of the Company and all of its 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; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer of the Company. 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). (b) As soon as available, and in any event within 90 days after the 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 Subsidiaries, as prepared by independent public accountants of recognized standing selected by the Company and reasonably satisfactory to the Required Banks, which audit report shall be accompanied by an opinion of such accountants, in form reasonably satisfactory to the Required Banks, to the effect that the same fairly present the financial condition of the Company and its Subsidiaries and the results of its and their operations as of the relevant dates thereof. Delivery by the Company of its annual report to the Securities ; and Exchange Commission on Form 10-K for the relevant period will meet the financial information requirement of this section 6.6(b). (c) As soon as available, copies of all reports or materials submitted or distributed to shareholders of the Company or filed with the Securities and Exchange Commission or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange. ; and (d) Promptly, and in any event within 10 days after an officer of the Company has actual knowledge thereof a statement of the chief financial officer of the Company describing describing: (i) any Default or Event of Default 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, 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 4.9; and (iii) any fact or circumstance which is materially adverse to the property, financial condition or business operations of the Company and its Subsidiaries taken as a whole; and (e) (i) Promptly, and in any event within 30 days, after an officer of the Company 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. The financial statements referred to in (a) and (b) above shall be accompanied by a certificate by the chief financial officer of the Company demonstrating compliance with 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 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.
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Accounting Records; Reports. Maintain and cause each Subsidiary to maintain a standard and modern system for accounting in accordance with 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 4.5Financial Statements; and furnish to the Agent Foundation such information respecting the business, assets and financial condition of the Company and its Subsidiaries Borrower as any Bank the Foundation may reasonably request request; and, without request, furnish to the AgentFoundation: Within 45 days after the end of each of the first three quarters of each fiscal year of the Company Borrower (i) consolidated balance sheets sheet of the Company and all of its Subsidiaries Borrower as of the close of such quarter and of the comparable quarter in the preceding fiscal year; and (ii) consolidated statements of income and cash flow of the Company and all of its 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; all in reasonable detail and certified as true and correct (subject to audit and normal year-end adjustments) by the chief financial officer of the Company. Delivery by the Company of its quarterly report to the Securities Borrower; 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 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 SubsidiariesBorrower, as prepared by independent public accountants of recognized standing selected by the Company Borrower and reasonably satisfactory to the Required BanksFoundation, which audit report shall be accompanied by an opinion of such accountants, in form reasonably satisfactory to the Required BanksFoundation, to the effect that the same fairly present the financial condition of the Company and its Subsidiaries Borrower and the results of its and their operations as of the relevant dates thereof. Delivery ; together with copies of any management letters issued by such accountants in connection with such audit; and Promptly after the Company of its annual report to the Securities and Exchange Commission on Form 10-K for the relevant period will meet the financial information requirement of this section 6.6(b). As soon as availablefurnishing thereof, copies of all reports any statement or materials submitted or distributed report furnished to shareholders any other holder of obligations of the Company Borrower pursuant to the terms of any indenture, loan or filed with similar agreement and not otherwise required to be furnished to the Securities Foundation; and Exchange Commission or other governmental agency having regulatory authority over the Company or any Subsidiary or with any national securities exchange. Promptly, and in any event within 10 days business days, after an officer of the Company Borrower has actual knowledge thereof a statement of the chief financial officer of the Company describing Borrower describing: (i) any Default or Event of Default 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 hereunder or under any other material agreement to which the Company or any Subsidiary Borrower is a party, 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 2.06; and (iii) any fact or circumstance which is materially adverse to the property, financial condition or business operations of the Borrower; and Promptly any notice concerning the loss of the Borrower’s tax-exempt status under Section 501(c)(3) of the Internal Revenue Code or any change in the Borrower’s status under Section 509(a) of the Internal Revenue Code.
Appears in 1 contract
Samples: Term Loan Agreement
