Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;
Appears in 3 contracts
Samples: Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp), Credit Agreement (Norcraft Companies Lp)
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of the Exchange Act)each fiscal year, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including, with respect to any Subsidiary of Holdings that is not a Subsidiary Guarantor, and each other Subsidiary of Holdings for which such note is required to be prepared pursuant to the requirements of applicable law or GAAP, a note with a consolidating balance sheet and financial statement of income and cash flows separating out each of such Subsidiary), all prepared in accordance with Regulation S-X if required by the Securities Act, and accompanied by an opinion of PricewaterhouseCoopers LLP Samil Pricewaterhouse Coopers or other independent public account- ants accountants of recognized national international standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating qualification),stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently applied, GAAP; (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards; and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and Holdings for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);
Appears in 2 contracts
Samples: Credit Agreement (Magnachip Semiconductor LLC), Credit Agreement (Magnachip Semiconductor LLC)
Annual Reports. Within 90 days after the end of each fiscal year (but no later than of Holdings and the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)Administrative Borrower, (i) the condensed audited consolidated balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers Ernst & Young LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualificationqualification or exemption), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower Holdings and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to management’s discussion and analysis of the Administrative Agent setting forth financial condition, results of operations and cash flows of Borrower Holdings and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts the previous fiscal year, (iii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, accompanied by a certificate of a Financial Officer of the Administrative Borrower, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the dates and for the periods specified in accordance with GAAP, and (iv) a management's ’s discussion and analysis of the financial condition and condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) for such fiscal year, as compared to the previous fiscal year;
Appears in 2 contracts
Samples: Credit Agreement (International Seaways, Inc.), Credit Agreement (International Seaways, Inc.)
Annual Reports. Within (i) As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance beginning with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such the fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement)ending December 31, (ii) 2006, the consolidated balance sheet of Borrower (x) Holdings and its Subsidiaries (y) Borrower, each as of the end of such fiscal year and related consolidated statements of income, income and cash flows and members' equity of such entity for such fiscal year, in comparative form (except that comparative amounts with respect to Borrower for the fiscal year ending December 31, 2006 shall not be required) with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants chartered accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operationsoperations and cash flows of Holdings as of the dates and for the periods specified in accordance with GAAP, (ii) as soon as available and in any event within 90 days after the end the fiscal year ending September 30, 2006, the consolidated balance sheet of the Acquired Business as of the end of such fiscal year and related consolidated statements of income, cash flows and changes stockholders’ equity for such fiscal year, in members' equity of Borrower and its Subsidiaries comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, and accompanied by an opinion of Exxxxxxx Kxxxx Sxxxxxx & Hxxxxxx PC (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such dates financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and for such periods cash flows of the Acquired Business as of September 30, 2006 in accordance with GAAP consistently appliedU.S. GAAP, (iii) concurrently with the delivery of the financial statements described in clause (i), a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings or Borrower, as applicable, for such fiscal year (other than, with respect to Borrower, for the fiscal year ending December 31, 2006), showing variance, by dollar amount, from amounts for the previous fiscal year and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iv) concurrently with the delivery of the financial statements described in clause (i), a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Holdings and cash flows of its Subsidiaries or Borrower and its Subsidiaries Subsidiaries, as of the end of and applicable, for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Thompson Creek Metals CO Inc.), First Lien Credit Agreement (Thompson Creek Metals CO Inc.)
Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the condensed consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity) statements of income, cash flows and membersstockholders' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a balance sheet and statements of income and cash flows separating out results consistent with reporting to the SEC), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of PricewaterhouseCoopers Deloitte & Touche LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent or one of the other "Big 4" accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in membersstockholders' equity of Borrower and its Subsidiaries the Consolidated Companies as of such dates the end of and for such periods fiscal year in accordance with GAAP consistently applied, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth forth, on a consolidating basis (by region or, if requested by the Collateral Agent exercising in its reasonable credit judgment, by entity), the financial condition, results of operations and cash flows of Borrower and its Subsidiaries the Consolidated Companies (on a consolidated basis) as of the end of and for such fiscal year, as compared to the Consolidated Companies' financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted amounts results of operations and cash flows, (iviii) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year and (iv) a schedule setting forth the intercompany Indebtedness outstanding and changes thereto since the prior fiscal year;
Appears in 2 contracts
Samples: Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/)
Annual Reports. Within As soon as available and in any event, within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)ending December 31, 2007, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of each such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, year in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and, in each case, notes thereto (including a note with a consolidating balance sheet and notes theretostatements of income and cash flows separating out the results of Holdings, the Borrowers, each Borrowing Base Guarantor and the aggregate results of all Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers KPMG LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent Agents (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent Agents setting forth (A) statement of income items of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, including same-store sales, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agents, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and Holdings for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);
Appears in 2 contracts
Samples: Credit Agreement (Linens N Things Inc), Senior Secured, Super Priority Debtor in Possession and Exit Option Credit Agreement (Linens N Things Inc)
Annual Reports. Within 90 As soon as available and in any event within 95 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending July 31, 2007, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers KPMG LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent in its reasonable discretion (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clauses (i) and (iii) may be furnished in the form of a Form 10-K);
Appears in 2 contracts
Samples: Credit Agreement (Navisite Inc), Credit Agreement (Navisite Inc)
Annual Reports. Within 90 As soon as available and in any event within the earlier of (i) ninety (90) days and (ii) such shorter period as may be required by the Securities and Exchange Commission, after the end of each fiscal year, beginning with the first fiscal year (but no later than ending after the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)Closing Date, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Canadian Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern qualification, paragraph of emphasis or other qualificationexplanatory statement), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Canadian Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forth Agent, of the financial condition and results of operations and cash flows of Canadian Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear (it being understood that the 100 information required by clauses (i) and (ii) of this Section 5.01(a) may be furnished in the form of a Form 10-K (so long as the financial statements, narrative report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of Canadian Borrower and its Subsidiaries separating out the results by region;
Appears in 2 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), thereafter (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of the Borrower (provided that, in the event the Borrower is a Wholly-Owned Subsidiary of a Permitted Reporting Company, the Borrower shall be entitled to satisfy this requirement by delivering the corresponding consolidated and consolidating financial statements of the Permitted Reporting Company and its Subsidiaries consolidated Subsidiaries) as of the end of such fiscal year and related consolidated and, if of a Permitted Reporting Company, consolidating statements of income, cash flows and members' ’ equity for such fiscal year, in comparative form with such financial statements (if any) as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers KPMG LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of the Borrower (or, as applicable, of the Permitted Reporting Company and its Subsidiaries consolidated Subsidiaries) as of such the dates and for such the periods specified in accordance with GAAP consistently applied, ; and (iiiii) a management narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forth Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and Borrower for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.), Revolving Credit and Guaranty Agreement (Philadelphia Energy Solutions Inc.)
Annual Reports. Within 90 As soon as available and in any event within the earlier of (i) ninety (90) days and (ii) such shorter period as may be required by the Securities and Exchange Commission, after the end of each fiscal year, beginning with the first fiscal year (but no later than ending after the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)Closing Date, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Canadian Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Funding Agent (which opinion shall not be qualified as to scope or contain any going concern qualification, paragraph of emphasis or other qualificationexplanatory statement), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Canadian Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forth Funding Agent, of the financial condition and results of operations and cash flows of Canadian Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(a) may be furnished in the form of a Form 10-K (so long as the financial statements, narrative report and management’s discussion therein comply with the requirements set forth above)) and (iii) consolidating balance sheets, statements of income and cash flows of the Canadian Borrower and its Subsidiaries separating out the results by region;
Appears in 2 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)
Annual Reports. Within (i) As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)Borrower, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statement of cash flows and the consolidated statements of income and stockholders' equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by an opinion on such consolidated statements by an Approved Accounting Firm which opinion shall state that such consolidated financial statements present fairly the consolidated financial position of the Borrower and its Subsidiaries as of the date of such financial statements and their consolidated results of their operations and cash flows for the period covered by such financial statements in conformity with GAAP applied on a consistent basis (except for changes in the application of which such accountants concur) and shall not contain any "going concern" or like qualification or exception or qualifications arising out of the scope of the consolidated audit;
(ii) As soon as available and in any event within 90 days after the end of each fiscal year, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the related consolidated and consolidating statements of income, cash flows and membersstockholders' equity for such fiscal year, setting forth (in the case of consolidating statements) separate figures for U.S. and non-US tobacco and flower operations and fully consolidated operations and (in the case of consolidated statements) the consolidated figures in comparative form with such financial statements as of for the end of, and for, the preceding Borrower's previous fiscal year, all certified (subject to normal year-end audit adjustments) as complete and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, correct in all material respectsrespects by the Borrower's chief financial officer, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yeartreasurer or chief accounting officer;
Appears in 2 contracts
Samples: Credit Agreement (Dimon Inc), Credit Agreement (Dimon Inc)
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending December 31, 2006, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and the Guarantors in the event that any Subsidiaries are not Loan Parties), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers Deloitte & Touche LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);
Appears in 2 contracts
Samples: Second Amendment and Restatement Agreement (Jacobs Entertainment Inc), Amendment and Restatement Agreement (Jacobs Entertainment Inc)
Annual Reports. Within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)ending December 31, 2014, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of incomeoperations, shareholders’ equity and cash flows and members' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including the unaudited consolidating balance sheet and statements of income and cash flows separating out Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X GAAP and accompanied by an opinion of PricewaterhouseCoopers BDO USA, LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or any other qualificationsimilar qualification (provided that it shall not be a violation of this Section 5.01(a) if the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Term Loans is subject to a “going concern” or other qualification solely as a result of such impending stated final maturity date under this Agreement)), stating that such financial statements fairly present, in all material respects, the consolidated financial conditionposition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently applied, and (iiiii) a management report narrative management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forth Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and for the previous fiscal year (ivit being understood that any information required by this Section 5.01(a) may be furnished, to the extent included therein, in the form of a management's discussion and analysis of Form 10-K filed with the financial condition and results of operations for SEC, which will satisfy Borrower’ obligation with respect to any such information under this Section 5.01(a) with respect to such fiscal year, as compared to the previous fiscal year);
Appears in 2 contracts
Samples: Credit Agreement (Merge Healthcare Inc), Credit Agreement (Merge Healthcare Inc)
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year of Holdings and the Administrative Borrower (but no later than or, solely with respect to their respective fiscal year ending December 31, 2014, within the earlier of (x) 120 days after the end of such fiscal year of Holdings or the Administrative Borrower, as applicable, and (y) the date on which Holdings or Borrower would be required to file the Administrative Borrower, as applicable, files a Form 10-K with the SEC under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Actfor such fiscal year), (i) the condensed audited consolidated balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualificationqualification or exemption), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower Holdings and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to management’s discussion and analysis of the Administrative Agent setting forth financial condition, results of operations and cash flows of Borrower Holdings and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year), (iii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, accompanied by a certificate of a Financial Officer of the Administrative Borrower, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP, and (vi) management’s discussion and analysis of the financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries for such fiscal year, as compared to the previous fiscal year and budgeted amounts;
Appears in 2 contracts
Samples: Abl Credit Agreement (Overseas Shipholding Group Inc), Credit Agreement (Overseas Shipholding Group Inc)
Annual Reports. Within 90 As soon as available and in any event within 105 days after the end of the fiscal year ending January 31, 2009 and each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)thereafter, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Opco as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X GAAP and accompanied by an opinion of PricewaterhouseCoopers LLP Crow Xxxxxx and Company LLC or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Opco as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Opco for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts, (iii) the balance sheet of Borrower (on an individual and consolidated basis) as of the end of such fiscal year and related statements of income, cash flows and stockholders’ equity of Borrower (on an individual and consolidated basis) for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with GAAP and accompanied by a certificate of a Financial Officer stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Borrower and its Subsidiaries as of the end date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with the audited financial statements referred to in clause (a)(i) of this Section, and (iv) a narrative report and management’s discussion and analysis in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations of Borrower and Opco for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);
Appears in 2 contracts
Samples: Loan Agreement (Mattress Firm Holding Corp.), Loan Agreement (Mattress Firm Holding Corp.)
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year of Holdings and the Borrower (but no later than or, solely with respect to their respective fiscal year ending December 31, 2014, within the earlier of (x) 120 days after the end of such fiscal year of Holdings or the Borrower, as applicable, and (y) the date on which Holdings or Borrower would be required to file the Borrower, as applicable, files a Form 10-K with the SEC under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Actfor such fiscal year), (i) the condensed audited consolidated balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualificationqualification or exemption), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower Holdings and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to management’s discussion and analysis of the Administrative Agent setting forth financial condition, results of operations and cash flows of Borrower Holdings and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year), (iii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year accompanied by a certificate of a Financial Officer of the Borrower, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP, and (vi) management’s discussion and analysis of the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries for such fiscal year, as compared to the previous fiscal year and budgeted amounts;
Appears in 1 contract
Samples: Term Loan Credit Agreement (Overseas Shipholding Group Inc)
Annual Reports. Within 90 The Borrower, the Guarantors and the -------------- Parent shall furnish to the Agent and each Bank as soon as available and in any event within ninety days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) Fiscal Year of each of the Exchange Act)Borrower, the Guarantors and the Parent, (ix) the condensed a balance sheet of Holdings the Borrower and each of the Guarantors (parent company onlyother than the Parent) and a consolidated balance sheet of the Parent as of the end of such fiscal yearFiscal Year, prepared in accordance with Rule 12-04 (y) a statement of Regulation S-X income and retained earnings of the Borrower and each of the Guarantors (other than the Parent) and any a consolidated statement of income and retained earnings of the Parent for such Fiscal Year, and (z) a statement of cash flows of the Borrower and each of the Guarantors (other than the Parent) and a consolidated statement of cash flows of the Parent, certified (as to the financial statements of Holdings the Parent) in a manner reasonably acceptable to the Agent by independent public accountants acceptable to the Agent, and certified by the respective president or vice president and treasurer of the Borrower, the Guarantor and the Parent, together with (A) a Cash Flow Schedule and a calculation of Mining Group Net Present Value of the Mining Group Future Cash Flow, together with the underlying statements as to the latest published ore reserves, with year to year changes for each mine of the Mining Group, and statements of the estimated life of each mine belonging to the Mining Group, projected production volumes and grades for each such year of such life and the estimated operating costs and capital costs anticipated to be incurred with respect to each such mine, such life of mine plans to have been approved by both mine site personnel and management, all of which such schedules, calculations, statements, projections and estimates shall be subject to the review and reasonable approval of the Agent and Majority Banks, within thirty Business Days after the delivery thereof, it being agreed that if the Agent or any Bank shall have questions or comments with respect to such submissions, the Borrower shall promptly respond thereto and provide such additional or revised data as may be reasonably required by the Agent or such Bank; (B) a report setting forth for each mine belonging to the Mining Group, each written summons, citation, directive, notice, complaint, letter or other written communication from any Governmental Agency concerning the alleged violation with respect to such mine of any Environmental Laws, or investigation of the Borrower or a Guarantor relating to the handling of any Hazardous Substance, or the release thereof into the environment, or any request for remediation, cleanup or removal of any Hazardous Substance wherever located, by the Borrower or such Guarantor, which investigation or request is other than routine; (C) a production report for such fiscal year delivered to any direct or indirect equity holder thereof pursuant certified by the Borrower and the Parent in a manner acceptable to the LP Agreement)Agent, (ii) and a certificate signed by a duly authorized officer of the consolidated balance sheet of Borrower and its Subsidiaries stating whether or not as of the end of such fiscal year Fiscal Year the statements contained in Section 3.2(a) are -------------- true, and related consolidated statements of income, cash flows and members' equity for such fiscal year, in comparative form with such financial statements as a certificate signed by a duly authorized officer of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP Parent stating whether or other independent public account- ants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal yearFiscal Year, as compared the Parent is in compliance with the financial criteria set forth in Section 7.1(k); (D) a detailed ore reserve report from each member of -------------- the Mining Group in a form previously provided to budgeted amounts the Agent; and (ivE) updated five year projections for the Parent in a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared form acceptable to the previous fiscal year;Agent showing cost and production summaries for each operation, and consolidated summaries of income, sources and uses of funds (including development capital expenditures for each operation) and capitalization for the Parent.
Appears in 1 contract
Annual Reports. Within (i) As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)Borrower, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statement of cash flows and the consolidated statements of income and stockholders' equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by an opinion on such consolidated statements by an Approved Accounting Firm which opinion shall state that such consolidated financial statements present fairly the consolidated financial position of the Borrower and its Subsidiaries as of the date of such financial statements and their consolidated results of their operations and cash flows for the period covered by such financial statements in conformity with GAAP applied on a consistent basis (except for changes in the application of which such accountants concur) and shall not contain any "going concern" or like qualification or exception or qualifications arising out of the scope of the consolidated audit;
(ii) As soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the related consolidated and consolidating statements of income, cash flows and membersstockholders' equity for such fiscal year, setting forth (in the case of consolidated statements) the consolidated figures in comparative form with such financial statements as of for the end of, and for, the preceding Borrower's previous fiscal year, all certified (subject to normal year-end audit adjustments) as complete and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, correct in all material respectsrespects by the Borrower's chief financial officer, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yeartreasurer or chief accounting officer;
Appears in 1 contract
Samples: Credit Agreement (Dimon Inc)
Annual Reports. Within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date ending on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)about September 30, 2011, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X GAAP and accompanied by an opinion of PricewaterhouseCoopers LLP a “big four” accounting firm or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), other than a qualification related to the maturity of Loans at the Revolving Maturity Date, the Term B Loan Maturity Date or the Final Maturity Date, as applicable) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently applied(such opinion, an “Acceptable Opinion”), (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and Holdings for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the requirements of clause (a)(i) shall be deemed satisfied by the filing of a Form 10-K of Holdings in respect of such fiscal year with the U.S. Securities and Exchange Commission, so long as such Form 10-K (x) is publicly available on the Internet without charge, (y) is filed on or before the 90th day following the end of such fiscal year and (z) contains an Acceptable Opinion);
Appears in 1 contract
Annual Reports. Within 90 As soon as available and in any event within the earlier of (i) ninety (90) days and (ii) such shorter period as may be required by the Securities and Exchange Commission (including, if applicable, any extension permitted under Rule 12b-25 of the Exchange Act), after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)year, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Parent Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern qualification, paragraph of emphasis or other qualificationexplanatory statement), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Parent Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedU.S. GAAP, (iiiii) a management narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forth Agent, of the financial condition and results of operations and cash flows of Parent Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts for the previous fiscal year (it being understood that the information required by clauses (i) and (ii) of this Section 5.01(a) may be furnished in the form of a Form 10-K (so long as the financial statements, narrative report and management’s discussion therein comply with the requirements set forth above)), (iii) consolidating balance sheets, statements of income and cash flows of the Parent Borrower and its Restricted Subsidiaries separating out the results by region and (iv) a management's discussion such other consolidating balance sheets, statements of income and analysis cash flows of the financial condition Parent Borrower and results of operations for such fiscal year, its Restricted Subsidiaries as compared may be required to be delivered pursuant to the previous fiscal yearTerm Loan Credit Agreement (or any Term Loan Credit Agreement Refinancing Indebtedness);
Appears in 1 contract
Samples: Credit Agreement (Novelis Inc.)
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)ending December 31, 2005, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of US Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out US Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent Agents (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of US Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent Agents setting forth (A) statement of income items and Consolidated EBITDA of US Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agents, of the financial condition and results of operations and cash flows of US Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clauses (i) and (iii) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Annual Reports. Within As soon as available and in any event within 90 days (or 120 days for the fiscal year ending December 31, 2004) after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the condensed consolidated balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and membersstockholders' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Holdings and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion audit report of PricewaterhouseCoopers Deloitte & Touche LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion audit report shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently appliedapplied (except any inconsistencies in the application of GAAP as are approved by such independent public accountants and disclosed in their audit report), (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth forth, on a consolidating basis, the financial condition, results of operations and cash flows of Borrower and its Subsidiaries each Subsidiary as of the end of and for such fiscal year, as compared to the end of and for the previous fiscal year and budgeted amounts amounts, and (iviii) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts;
Appears in 1 contract
Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the condensed balance sheet of Holdings (parent company only) As soon as available and in any event within 120 days of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement)ending December 31, 2004, (iiA) the consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and membersstockholders' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion audit report of PricewaterhouseCoopers Deloitte & Touche LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion audit report shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results statements of operations, income and cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently appliedapplied (except any inconsistencies in the application of GAAP as are approved by such independent public accountants and disclosed in their audit report), (iiiB) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results forth, (x) on a consolidated basis, the financial condition, statements of operations income and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to the end of and for the previous fiscal year and, with respect to the period from October 1, 2004 through December 31, 2004, to budgeted amounts for such period, and (ivy) on a consolidating basis, the statements of income of each Subsidiary as of the end of and for such fiscal year, and (C) a management's discussion and analysis of the financial condition and results statements of operations income for such fiscal year, as compared to the previous fiscal year and, with respect to the period from October 1, 2004 through December 31, 2004, to budgeted amounts for such period; provided, however, that with respect to the notes delivered in connection with the consolidated statements of income delivered pursuant to clause (A) above, such notes shall include a note with a consolidating statement of income separating out Holdings and each of its Subsidiaries; and
(ii) As soon as available and in any event within 90 days after the end of each fiscal year ending on or after December 31, 2005 (but no later than the date on which Holdings would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (A) the consolidated balance sheet of Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows as of the end of such fiscal year separating out Holdings and its Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an audit report of Deloitte & Touche LLP or other independent public accountants of recognized national standing satisfactory to the Administrative Agent (which audit report shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, statements of income and cash flows of Holdings as of the dates and for the periods specified in accordance with GAAP consistently applied (except any inconsistencies in the application of GAAP as are approved by such independent public accountants and disclosed in their audit report), (B) a management report in a form reasonably satisfactory to the Administrative Agent setting forth, on a consolidating basis, (x) the financial condition, statements of income and cash flows of each Subsidiary as of the end of and for such fiscal year, and (y) with respect to the period from October 1, 2005 through December 31, 2005, (1) the financial condition and cash flows of each Subsidiary as of the end of and for such period, compared to the end of, and for, the comparable period in the previous fiscal year and (2) the statements of income of each Subsidiary as of the end of, and for, such period, compared to the end of , and for, the comparable period in the previous fiscal year and budgeted amounts for such period, and (C) a management's discussion and analysis of the financial condition and statements of income for such fiscal year, as compared to the previous fiscal year and budgeted amounts;
Appears in 1 contract
Annual Reports. Within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date ending on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)about September 30, 2015, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X GAAP and accompanied by an opinion of PricewaterhouseCoopers LLP a “big four” accounting firm or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent Required Lenders (which opinion shall not be qualified as to scope or contain any going concern or other qualification), other than a qualification related to the maturity of Loans or any other Indebtedness of Holdings or any Restricted Subsidiary or potential non-compliance with any financial covenant hereunder) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently applied(such opinion, an “Acceptable Opinion”), (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent Required Lenders setting forth statement of income items and Consolidated EBITDA of Holdings for such fiscal year, showing variance, by Dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Required Lenders, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and Holdings for such fiscal year, as compared to budgeted (1) amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and (2) budgeted amounts (it being understood that the requirements of clause (a)(i) and (a)(iii)(1) shall be deemed satisfied by the filing of a Form 10-K of Holdings in respect of such fiscal year with the U.S. Securities and Exchange Commission that contains all the information required by clauses (a)(i) and (a)(iii)(1), so long as such Form 10-K (x) is publicly available on the Internet without charge, (y) is filed on or before the 90th day following the end of such fiscal year and (z) contains an Acceptable Opinion);
Appears in 1 contract
Samples: Second Lien Credit Agreement (CPI International Holding Corp.)
Annual Reports. Within 90 days During a period of five years after the date hereof, -------------- the Company, as soon as practicable after the end of each fiscal year respective period, will furnish to its stockholders annual reports (but no later than the date on which Holdings or Borrower would be required including financial statements audited by independent certified public accountants) and will furnish to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) its stockholders unaudited quarterly reports of operations for each of the Exchange Act)first three quarters of the fiscal year, and will, upon request, furnish to you and the other several Underwriters hereunder (i) concurrently with making such reports available to its stockholders, statements of operations of the condensed Company for each of the first three quarters in the form made available to the Company's stockholders; (ii) concurrently with the furnishing thereof to its stockholders, a balance sheet of Holdings (parent company only) the Company as of the end of such fiscal year, prepared in accordance together with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect operations, of stockholders' equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet and of Borrower and its Subsidiaries as cash flow of the end of such fiscal year and related consolidated statements of income, cash flows and members' equity Company for such fiscal year, in comparative form with such financial statements as accompanied by a copy of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion certificate or report thereon of PricewaterhouseCoopers LLP or other nationally recognized independent certified public account- ants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, accountants; (iii) a management report in a form reasonably satisfactory concurrently with the furnishing of such reports to the Administrative Agent setting forth results its stockholders, copies of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared all reports (financial or other) mailed to budgeted amounts and stockholders; (iv) a management's discussion as soon as they are available, copies of all reports and analysis financial statements furnished to or filed with the Commission, any securities exchange or the Nasdaq National Market by the Company (except for documents for which confidential treatment is requested); and (v) every material press release and every material news item or article in respect of the Company or its affairs which was generally released to stockholders or prepared for general release by the Company. During such five-year period, if the Company shall have any active subsidiaries, the foregoing financial condition and results of operations for such fiscal year, as compared statements shall be on a consolidated basis to the previous fiscal year;extent that the accounts of the Company are consolidated with any Subsidiaries, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated.
Appears in 1 contract
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending December 31, 2004, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and membersstockholders' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers Xxxxx Xxxxxxxx LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a consolidating balance sheet and statement of income and, to the extent available, a statement of cash flows, separating out Borrower and the Subsidiaries, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iv) a narrative report and management's discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K and such information shall be deemed satisfactory for purposes hereof);
Appears in 1 contract
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending December 31, 2005, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers Xxxxx Xxxxxxxx LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (ii) a consolidating balance sheet and statement of income and, to the extent available, a statement of cash flows, separating out Borrower and the Subsidiaries, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iv) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K and such information shall be deemed satisfactory for purposes hereof);
Appears in 1 contract
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending December 31, 2009, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ or members' ’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers Xxxxx Xxxxxxxx LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts amounts, and (iviii) a management's ’s discussion and analysis analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Annual Reports. Within 90 As soon as available and in any event within 95 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) of the Exchange Act), (i) the condensed balance sheet of Holdings (parent company only) as of after the end of such each fiscal year, prepared in accordance beginning with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such the fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement)ending July 31, 2007,
(iii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and membersstockholders' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers KPMG LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent in its reasonable discretion (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a management's discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clauses (i) and (iii) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Samples: Credit Agreement (Navisite Inc)
Annual Reports. Within As soon as available and in any event within 90 days (or, if earlier, within three Business Days after the end of each fiscal year (but no later than the such earlier date on which Holdings or Parent Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending December 31, 2008, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Parent Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers KPMG, LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Parent Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth a statement of income items and Consolidated EBITDA of Parent Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Parent Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) and (iii) (other than with respect to comparisons to budgeted amounts) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Annual Reports. Within 90 As soon as available and in any event within 120 days after the end of each fiscal year beginning with the fiscal year ending December 31, 2004 (but no later than 90 days subsequent to the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) consummation of the Exchange Actan IPO), (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the audited consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and membersstockholders' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows for the Loan Parties on a consolidated basis), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers KPMG, LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results (A) statement of operations income items and cash flows Consolidated EBITDA of Borrower and its Subsidiaries as for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management's discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the end financial condition and results of operations of Borrower and its Subsidiaries for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be Representative is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending December 31, 2008, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Representative as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including in a form satisfactory to the Administrative Agent, all prepared in accordance with Regulation S-X a combined balance sheet and statements of income and cash flows separating out Borrowers) and accompanied by an opinion of PricewaterhouseCoopers McGladrey & Xxxxxx LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Borrowers as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrowers for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and Borrowers for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Annual Reports. Within 90 120 days after the end of each fiscal year of Borrower, (but no later than x) in the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) case of the Exchange Act), (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to ending December 31, 2015, the LP Agreement), (ii) the audited consolidated balance sheet of Borrower and its Subsidiaries Target as of the end of such fiscal year and related consolidated statements of incomeincome or operations, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto and (y) in the case of each fiscal year thereafter, the audited consolidated balance sheet of Borrower as of the end of such fiscal year and related consolidated statements of income or operations, cash flows and stockholders’ equity for such fiscal year (provided that, the audited consolidated balance sheet of Borrower as of the end of December 31, 2016 and related consolidated statements of income or operations, cash flows and stockholders’ equity shall pertain (i) to Target with respect to the period from and including January 1 and prior to the Closing Date and (ii) to Borrower with respect to the period from and including the Closing Date to and including December 31, 2016), and notes thereto, in the case of each of (x) and (y), all prepared in accordance with Regulation S-X GAAP and accompanied by an opinion of PricewaterhouseCoopers LLP or any “Big Four” accounting firm or other independent registered public account- ants accounting firm of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or like qualification or exception (except to the extent such qualification or exception is solely a result of the impending maturity of any Loans or Commitments hereunder (or any Credit Agreement Refinancing Indebtedness) or the Second Lien Notes (or any Permitted Refinancing thereof) or a prospective or actual Default under Section 6.10 or any other qualificationfinancial maintenance covenant in any agreement governing Indebtedness of Borrower or any Subsidiary)), stating to the effect that such financial statements fairly present, in all material respects, the consolidated financial conditionposition, results of income or operations, cash flows and changes in members' stockholders’ equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Restricted Subsidiaries as of the end of of, and for such fiscal yearfor, as compared to budgeted amounts and (iv) a management's discussion and analysis the period specified in accordance with GAAP; provided that, commencing with the delivery of the financial condition statements for the fiscal year ending December 31, 2016, such financial statements shall be accompanied by a supplement prepared by management of Borrower (which need not be prepared in accordance with GAAP) comparing such financial statements with the financial statements as of the end of, and results for, the preceding fiscal year (in the case of operations the financial statements for the fiscal year ending December 31, 2016, comparing such financial statements of Borrower with the financial statements of Target as of the end of, and for, the preceding fiscal year, as compared to the previous fiscal year);
Appears in 1 contract
Annual Reports. Within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)ending December 31, 2013, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of incomeoperations, shareholders’ equity and cash flows and members' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including the unaudited consolidating balance sheet and statements of income and cash flows separating out Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X GAAP and accompanied by an opinion of PricewaterhouseCoopers BDO USA, LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or any other qualificationsimilar qualification (provided that it shall not be a violation of this Section 5.01(a) if the report and opinion accompanying the financial statements for the fiscal year ending immediately prior to the stated final maturity date of the Term Loans is subject to a “going concern” or other qualification solely as a result of such impending stated final maturity date under this Agreement)), stating that such financial statements fairly present, in all material respects, the consolidated financial conditionposition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently applied, and (iiiii) a management report narrative management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent setting forth Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and for the previous fiscal year (ivit being understood that any information required by this Section 5.01(a) may be furnished, to the extent included therein, in the form of a management's discussion and analysis of Form 10-K filed with the financial condition and results of operations for SEC, which will satisfy Borrower’ obligation with respect to any such information under this Section 5.01(a) with respect to such fiscal year, as compared to the previous fiscal year);
Appears in 1 contract
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)Borrower, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statement of cash flows and the consolidated statements of income and stockholders' equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by an opinion on such consolidated statements by an Approved Accounting Firm which opinion shall state that such consolidated financial statements present fairly the consolidated financial position of the Borrower and its Subsidiaries as of the date of such financial statements and their consolidated results of their operations and cash flows for the period covered by such financial statements in conformity with GAAP applied on a consistent basis (except for changes in the application of which such accountants concur) and shall not contain any "going concern" or like qualification or exception or qualifications arising out of the scope of the consolidated audit; (ii) As soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the related consolidated and consolidating statements of income, cash flows and membersstockholders' equity for such fiscal year, setting forth (in the case of consolidated statements) the consolidated figures in comparative form with such financial statements as of for the end of, and for, the preceding Borrower's previous fiscal year, all certified (subject to normal year-end audit adjustments) as complete and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, correct in all material respectsrespects by the Borrower's chief financial officer, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, treasurer or chief accounting officer; (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;b)
Appears in 1 contract
Samples: Credit Agreement (Dimon Inc)
Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)year, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Parent as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a balance sheet and statements of income and cash flows separating out the Loan Parties (other than Holdings) from the Non-Guarantor Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and in a manner acceptable to the Securities and Exchange Commission and accompanied by an opinion of PricewaterhouseCoopers LLP Deloitte & Touche or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in members' stockholders’ equity of Borrower and its Subsidiaries the Consolidated Companies as of such dates the end of and for such periods fiscal year in accordance with GAAP consistently applied, GAAP; (iiiii) a management report in a customary form reasonably satisfactory to setting forth, on a consolidated basis, the Administrative Agent setting forth financial condition, results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to the Companies’ (other than Holdings) financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted amounts results of operations and cash flows (including notes separating out the financial condition, results of operations and cash flows of the Loan Parties (other than Holdings) from the financial condition, results of operations and cash flows of the Non-Guarantor Subsidiaries), and (iviii) a management's ’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;
Appears in 1 contract
Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)year, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Parent as of the end of such fiscal year and related consolidated statements of income, cash flows and membersstockholders' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a balance sheet and statements of income and cash flows separating out the Loan Parties (other than Holdings) from the Non-Guarantor Subsidiaries), all prepared in accordance with Regulation S-X under the Securities Act and in a manner acceptable to the Securities and Exchange Commission and accompanied by an opinion of PricewaterhouseCoopers LLP Deloitte & Touche or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in membersstockholders' equity of Borrower and its Subsidiaries the Consolidated Companies as of such dates the end of and for such periods fiscal year in accordance with GAAP consistently applied, GAAP; (iiiii) a management report in a customary form reasonably satisfactory to setting forth, on a consolidated basis, the Administrative Agent setting forth financial condition, results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to the Companies' (other than Holdings) financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted amounts results of operations and cash flows (including notes separating out the financial condition, results of operations and cash flows of the Loan Parties (other than Holdings) from the financial condition, results of operations and cash flows of the Non-Guarantor Subsidiaries), and (iviii) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;
Appears in 1 contract
Annual Reports. Within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date ending on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)about September 30, 2014, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X GAAP and accompanied by an opinion of PricewaterhouseCoopers LLP a “big four” accounting firm or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), other than a qualification related to the maturity of Loans or any other Indebtedness of Holdings or any Restricted Subsidiary or potential non-compliance with any - 110 - financial covenant hereunder) stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently applied(such opinion, an “Acceptable Opinion”), (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth statement of income items and Consolidated EBITDA of Holdings for such fiscal year, showing variance, by Dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and Holdings for such fiscal year, as compared to budgeted (1) amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and (2) budgeted amounts (it being understood that the requirements of clause (a)(i) and (a)(iii)(1) shall be deemed satisfied by the filing of a Form 10-K of Holdings in respect of such fiscal year with the U.S. Securities and Exchange Commission that contains all the information required by clauses (a)(i) and (a)(iii)(1), so long as such Form 10-K (x) is publicly available on the Internet without charge, (y) is filed on or before the 90th day following the end of such fiscal year and (z) contains an Acceptable Opinion);
Appears in 1 contract
Annual Reports. Within 90 Commencing with the Fiscal Year ended March 31, 2018, as soon as available, and in any event within ninety (90) days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)Fiscal Year, (i) the condensed Consolidated balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year Fiscal Year and related consolidated Consolidated statements of income, stockholders’ equity and cash flows and members' equity flow for such fiscal yearFiscal Year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all each prepared in accordance with Regulation S-X and accompanied GAAP, together with a certification by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants of recognized national standing reasonably satisfactory to the Administrative Agent Borrower’s Accountants that (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that A) such financial statements Consolidated Financial Statements fairly present, present in all material respects, respects the consolidated Consolidated financial conditionposition, results of operations, operations and cash flows and changes in members' equity flow of the Borrower and its Subsidiaries as of such at the dates indicated and for such the periods indicated therein in accordance with GAAP consistently appliedwithout qualification as to the scope of the audit or as to going concern and without any other similar qualification and (B) in the course of the regular audit of the businesses of the Borrower and its Subsidiaries, which audit was conducted in accordance with the standards of the United States’ Public Company Accounting Oversight Board (iiior any successor entity), such Borrower’s Accountants have obtained no knowledge that a Default in respect of any financial covenant contained in Article V has occurred and is continuing or, if in the opinion of the Borrower’s Accountants such a Default has occurred and is continuing, a statement as to the nature thereof (which certification with respect to clause (B) may be limited or omitted to the extent required by accounting rules or guidelines); and (ii) a management report supplemental consolidating balance sheet as of the end of such Fiscal Year and related consolidating statements of income, and cash flow for such Fiscal Year of the Borrower, together with a certification by a Responsible Officer of the Borrower that such consolidating Financial Statements fairly present in a form reasonably satisfactory to all material respects the Administrative Agent setting forth Consolidated financial position, results of operations and cash flows flow of the Borrower and its Subsidiaries as of at the end of dates indicated and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;periods indicated therein in accordance with GAAP.
Appears in 1 contract
Samples: Term Loan Agreement (Cinedigm Corp.)
Annual Reports. Within 90 As soon as available and in any event within 120 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), ): (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers Deloitte & Touche LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification, other than any going concern or other qualification with respect to the regularly scheduled maturity date of the Revolving Commitments or other Indebtedness permitted by this Agreement or as a result of a potential breach of Section 6.09 hereof or a prior breach of Section 6.09 hereof which has been waived or cured), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently applied, ; (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards; and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and Holdings for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (PBF Holding Co LLC)
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending December 31, 2007, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out Borrower and the Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers Deloitte & Touche LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Borrower for such fiscal year, showing variance, by Dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clauses (i) and (iii) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Samples: Credit Agreement (Itron Inc /Wa/)
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or the US Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending December 31, 2006, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of the US Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, thereto all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably or otherwise satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of the US Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of the US Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and US Borrower for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) and clause (iii) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Annual Reports. Within 90 Furnish to each Noteholder, as soon as available and in any event within 120 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)ending December 31, 2006, (i) the condensed consolidated and consolidating balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated and consolidating statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with (x) such financial statements as of the end of, and for, the preceding fiscal yearyear and (y) the budget for such fiscal year delivered pursuant to Section 6.01(h), and the notes thereto, all prepared in accordance with Regulation S-X and GAAP and, in the case of the consolidated financial statement, accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries Holdings as of the end of dates and for such fiscal yearthe periods specified in accordance with GAAP, as compared to budgeted amounts and (ivii) a management's discussion and analysis such other information as is called for by Exhibit R-Annual attached hereto; provided, however, that if Holdings is then subject to the reporting requirements under Section 13 or Section 15(d) of the financial condition Exchange Act, the delivery by Holdings to such Noteholder of an Annual Report on Form 10-K or any successor form within the time periods above described shall satisfy the requirements of this Section 6.01(a). The consolidating balance sheet and results statements of operations for such fiscal yearincome, as compared stockholders’ equity and cash flows required by this paragraph may be in the form contained in the notes to the previous fiscal yearfinancial statements included in Holdings’ Form 10-K;
Appears in 1 contract
Samples: Purchase Agreement (Digital Domain)
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the or such earlier date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(dAct) after the end of each fiscal year, beginning with the Exchange Act)fiscal year ending December 31, 2004, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries Holdings as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including, with respect to any Subsidiary of Holdings that is not a Subsidiary Guarantor, and each other Subsidiary of Holdings for which such note is required to be prepared pursuant to the requirements of applicable law or GAAP, a note with a consolidating balance sheet and financial statement of income and cash flows separating out each of such Subsidiary), all prepared in accordance with Regulation S-X if required by the Securities Act, and accompanied by an opinion of PricewaterhouseCoopers LLP Samil Pricewaterhouse Coopers or other independent public account- ants accountants of recognized national international standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries Holdings as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the financial condition and results of operations and cash flows of Borrower and its Subsidiaries as of the end of and Holdings for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clause (i) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Samples: Credit Agreement (MagnaChip Semiconductor LTD (United Kingdom))
Annual Reports. Within 90 promptly after becoming available and in any event within 100 days after the end close of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), Parent:
(i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the audited consolidated balance sheet of Borrower the Parent and its Subsidiaries as of the end of such fiscal year year;
(ii) the audited consolidated statement of earnings of the Parent and related its Subsidiaries for such year;
(iii) the audited consolidated statements statement of incomecash flows of the Parent and its Subsidiaries for such year;
(iv) the unaudited consolidated balance sheet, statement of earnings and statement of cash flows and members' equity unaudited consolidating balance sheet and statement of earnings of the Company and its Subsidiaries, each for such year or as of the end of such year, as the case may be;
(v) a report prepared by a petroleum engineer, who may be an employee of the Parent or its Subsidiaries, setting forth the historical monthly production data for Hydrocarbons produced and sold by the Parent and its Subsidiaries for such year; setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and, in comparative form the case of the audited Financial Statements, audited and accompanied by the related opinion of KPMG Peat Marwick or other independent certified public accountants of recognized national standing acceptable to the Majority Banks, which opinion shall state that such audited balance sheets and statements have been prepared in accordance with such GAAP consistently followed throughout the period indicated and fairly present the consolidated financial statements condition and results of operations of the applicable Persons as of at the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;; and
Appears in 1 contract
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)Borrower, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the a consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statement of cash flows and the consolidated statements of income and stockholders' equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by an opinion on such consolidated statements by an Approved Accounting Firm which opinion shall state that such consolidated financial statements present fairly the consolidated financial position of the Borrower and its Subsidiaries as of the date of such financial statements and their consolidated results of their operations and cash flows for the period covered by such financial statements in conformity with GAAP applied on a consistent basis (except for changes in the application of which such accountants concur) and shall not contain any "going concern" or like qualification or exception or qualifications arising out of the scope of the consolidated audit; (ii)As soon as available and in any event within 90 days after the end of each fiscal year of the Borrower, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the related consolidated and consolidating statements of income, cash flows and membersstockholders' equity for such fiscal year, setting forth (in the case of consolidated statements) the consolidated figures in comparative form with such financial statements as of for the end of, and for, the preceding Borrower's previous fiscal year, all certified (subject to normal year-end audit adjustments) as complete and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, correct in all material respectsrespects by the Borrower's chief financial officer, the consolidated financial condition, results of operations, cash flows and changes in members' equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, treasurer or chief accounting officer; (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;b)
Appears in 1 contract
Samples: Credit Agreement (Dimon Inc)
Annual Reports. Within 90 days after the end of each fiscal year (but no later than ten days after the date on which Holdings or Borrower would be is required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the condensed consolidated balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X under the Securities Act and accompanied by an opinion of PricewaterhouseCoopers Ernst & Young LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent in its Reasonable Credit Judgment or one of the “Big 3” accounting firms (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in members' stockholders’ equity of Borrower and its Subsidiaries the Consolidated Companies as of such dates the end of and for such periods fiscal year in accordance with GAAP consistently applied, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth forth, on a consolidated basis, the financial condition, results of operations and cash flows of Borrower and its Subsidiaries the Consolidated Companies as of the end of and for such fiscal year, as compared to the Consolidated Companies’ financial condition, results of operations and cash flows as of the end of and for the previous fiscal year and its budgeted amounts results of operations and cash flows compared to projections as provided pursuant to Section 5.01(h), and (iviii) a management's ’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;.
Appears in 1 contract
Samples: Credit Agreement (Massey Energy Co)
Annual Reports. Within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act), (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' ’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, cash flows and changes in members' ’ equity of Borrower and its Subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, (iii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results of operations and cash flows of Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's ’s discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal year;
Appears in 1 contract
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year, beginning with the fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)ending December 31, 2010, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the consolidated balance sheet of US Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and members' stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes theretothereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out US Borrower and its Subsidiaries), all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent Agents (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of US Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent Agents setting forth (A) statement of income items and Consolidated EBITDA of US Borrower for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to the Administrative Agents, of the financial condition and results of operations and cash flows of US Borrower and its Subsidiaries as of the end of and for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear and budgeted amounts (it being understood that the information required by clauses (i) and (iii) may be furnished in the form of a Form 10-K);
Appears in 1 contract
Annual Reports. Within As soon as available and in any event within 90 days after the end of each fiscal year (but no later than the date on which Holdings or Borrower would be required to file a Form 10-K under the Exchange Act if it were subject to Section 15 and 13(d) of the Exchange Act)year, (i) the condensed balance sheet of Holdings (parent company only) as of the end of such fiscal year, prepared in accordance with Rule 12-04 of Regulation S-X (and any other financial statements of Holdings for such fiscal year delivered to any direct or indirect equity holder thereof pursuant to the LP Agreement), (ii) the audited consolidated balance sheet of Borrower and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, cash flows and membersstockholders' equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal yearyear (it being understood that financial statements for the year ended December 31, 2005 shall be presented on a combined basis for Borrower and the predecessor entity, NewQuest, LLC, in a manner consistent with the presentation in Borrower's Form 10-K for the year ended December 31, 2005), and the notes thereto, all prepared in accordance with Regulation S-X and accompanied by an opinion of PricewaterhouseCoopers KPMG, LLP or other independent public account- ants accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification), stating that such consolidated financial statements fairly present, in all material respects, the consolidated financial condition, results of operations, operations and cash flows and changes in members' equity of Borrower and its Subsidiaries as of such the dates and for such the periods specified in accordance with GAAP consistently appliedGAAP, (iiiii) a management report in a form reasonably satisfactory to the Administrative Agent setting forth results (A) a statement of operations income items and cash flows Consolidated EBITDA of Borrower and its Subsidiaries as for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts (it being understood that statements of income items and related amounts for the year ended December 31, 2005 shall be presented on a combined basis for Borrower and the predecessor entity, NewQuest, LLC, in a manner consistent with the presentation under the caption "Selected Financial Data" in Borrower's Form 10-K for the year ended December 31, 2005) along with a brief discussion and analysis by management with respect to any material variances from budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management's discussion and analysis, in a form reasonably satisfactory to the Administrative Agent, of the end financial condition and results of operations of Borrower and its Subsidiaries for such fiscal year, as compared to budgeted amounts and (iv) a management's discussion and analysis of the financial condition and results of operations for such fiscal year, as compared to the previous fiscal yearyear (it being understood that (x) the information required by clauses (i) and (iii) may be furnished in the form of a Form 10-K and (y) the information required by clause (ii) may be provided in a single, consolidated report);
Appears in 1 contract
