Annual Reports. (a) Annually within ninety-five (95) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with the following: (i) An original signed counterpart of the Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows. (ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow. (b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that: (i) Such annual financial statement will be delivered by the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender). (ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5. (iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement. (c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof). (d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 3 contracts
Samples: Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc)
Annual Reports. (a) Annually within ninety-five (95) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the The Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year), a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for certificate certifying such annual financial statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).
(dc) Annually within thirty (30) days following the end of each of the Loan Parties’ Fiscal yearyears, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
(d) Documents required to be delivered pursuant to this Section 5.7 and Sections 5.5 and 5.6 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date: (i) on which the Borrowers’ Representative posts such documents, or provides a link thereto, on the Borrowers’ Representative’s website on the Internet at the website address from time to time provided by the Borrowers’ Representative to the Administrative Agent; or (ii) on which such documents are posted on the Borrowers’ Representative’s behalf on an Internet or intranet website, if any, to which each Revolving Credit Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers’ Representative shall deliver paper copies of such documents to the Administrative Agent or any Revolving Credit Lender that requests the Borrowers’ Representative to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Revolving Credit Lender and (ii) the Borrowers’ Representative shall notify the Administrative Agent and each Revolving Credit Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Revolving Credit Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 2 contracts
Samples: Loan and Security Agreement (Casual Male Retail Group Inc), Loan and Security Agreement (Casual Male Retail Group Inc)
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower’s fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower’s Consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower’s independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) . The following Consolidated delivery either electronically or in paper to the Agent of the Borrower’s Form 10K which is filed with the Securities and consolidating financial statements for Exchange Commission shall satisfy the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flowBorrower’s obligations under this Section 5-8(a).
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower’s fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower’s annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender)Agent.
(ii) Among other things, it It is the an intention of each the Loan PartyParties, in its their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has Loan Parties have been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 2 contracts
Samples: Loan and Security Agreement (Aeropostale Inc), Loan and Security Agreement
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower’s fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower’s consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower’s independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) . The following Consolidated delivery either electronically or in paper to the Lender of the Borrower’s Form 10K which is filed with the Securities and consolidating financial statements for Exchange Commission shall satisfy the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flowBorrower’s obligations under this Section 5-8(a).
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower’s fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower’s annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the an intention of each the Loan PartyParties, in its their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has Loan Parties have been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 2 contracts
Samples: Loan and Security Agreement (Aeropostale Inc), Loan and Security Agreement (Aeropostale Inc)
Annual Reports. (a) Annually within ninety-five (95) Within 120 days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to after the end of each Fiscal fiscal year, the General Partners shall send to each Person who was a Limited Partner or Unitholder at any time during the fiscal year then ended a report in narrative form summarizing the status of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
Partnership's investments and containing (i) Such annual a balance sheet as of the end of such fiscal year and statements of operations, Partners' equity and changes in financial statement will position for such fiscal year, all of which shall be delivered prepared in accordance with accounting methods followed for federal income tax purposes and generally accepted accounting principles and accompanied by an auditor's' report containing an opinion of the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).
Accountants, (ii) Among other thingsa cash flow statement (which need not be audited), it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that a report summarizing the Administrative Agent fees and each Lenderother remuneration paid by the Partnership for such fiscal year to any General Partner or any Affiliate of any General Partner, (iv) will rely thereon with respect an estimate by the General Partners of the value of the Units, and (v) a statement (which need not be audited) showing the Distributable Cash Flow and the Net Cash Proceeds from any Capital Transaction or Terminating Capital Transaction distributed per Interest during such fiscal year. Such report shall separately identify (to the administration ofextent then applicable) distributions from (a) cash flow from operations during the period, and transactions under(b) cash flow from operations during a prior period which had been held as reserves, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating thatnet cash proceeds arising from disposition of Mortgages and other investments, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following reserves from the end gross proceeds of the Loan Parties’ Fiscal yearoffering of Units. Until the Capital Contribution of the Partnership derived from the offering of Units shall be fully invested, the Borrowers’ Representative annual report shall furnish also contain a report on Mortgage acquisitions providing the Administrative Agent with an updated Business Plan information specified above for quarterly reports, unless such information shall have previously been or shall concurrently be provided in a quarterly or special report to the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, Limited Partners and availability model each on a monthly basis for the following twelve (12) month periodUnitholders.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Krupp Insured Plus Ii LTD Partnership), Limited Partnership Agreement (Krupp Insured Plus Ii LTD Partnership)
Annual Reports. (a) Annually Annually, in addition to the timely submission of the monthly reporting required at the end of every month, within ninety-five Ninety (9590) days following the end of the Loan Parties’ Borrower’s Fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An original a signed counterpart of the Loan Parties’ Borrower’s annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower’s independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower’s Fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower’s annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent Lender (for subsequent distribution to each the Lender).
(ii) Among other things, it It is the intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each Upon Lender’s request therefore, each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party the Borrower is in not In Default (or that if the Loan Party Borrower is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. Not later than one-hundred twenty (a) Annually within ninety-five (95120) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to after the end of each Fiscal year Year of Borrower’s operations (commencing with the Fiscal Year ending on December 31, 2012), Borrower shall, or shall cause Master Lessee or Asset Manager to, deliver to Lender:
(A) An income statement (including sales) and determination of Portfolio Four-Wall EBITDAR in respect of all of the Loan Parties or Individual Properties in the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statementaggregate, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sentas well as for each Concept and, to the Administrative Agent)extent available to Borrower, that:each Third Party Brand, for such Fiscal Year and for the prior Fiscal Year; and
(iB) audited financial statements for Borrower and audited financial statements for Master Lease Guarantor for such Fiscal Year certified by an Independent Accountant in accordance with GAAP and the requirements of Regulation AB, each accompanied by an opinion of the applicable Person’s auditors, which report and opinion shall be prepared in accordance with generally accepted auditing standards; and
(C) an unaudited, internally prepared statement of Borrower’s net income for the Fiscal Year and for the fourth fiscal quarter thereof stating in comparative form the figures for the previous Fiscal Year (for each Fiscal Year after Fiscal Year 2013) and the fourth fiscal quarter of the previous Fiscal Year (for each Fiscal Year after Fiscal Year 2012); and
(D) a calculation of the Lease Coverage Ratio, Master Lease Variable Additional Rent and Master Lease Scheduled Additional Rent for such Fiscal Year. Such annual financial statement will statements and reports shall also be delivered accompanied by an Officer’s Certificate (or in the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention case of each Loan Party, in its engagement income statements and calculations of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon Portfolio Four-Wall EBITDAR with respect to the administration ofProperty, a Master Lessee Officer’s Certificate) in the form required pursuant to Section 11.2.1. Notwithstanding the foregoing, the obligations in Section 11.2.2(C) and 11.2.3(B) with respect to delivery of Master Lease Guarantor financial statements may be satisfied by furnishing (A) the applicable financial statements of Guarantor (or any direct or indirect parent of Guarantor) or (B) Master Lease Guarantor’s or Guarantor’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of the preceding clauses (A) and (B), (i) to the extent such information relates to Guarantor (or a parent thereof), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Guarantor (or such parent), on the one hand, and transactions underthe information relating to Master Lease Guarantor on a stand-alone basis, on the credit facility contemplated other hand, and (ii) to the extent such information is in lieu of information required to be provided under Section 11.2.3(B), such materials are accompanied by this Agreement.
(c) Each annual financial statement a report and opinion of such Person’s auditors, which report and opinion shall be accompanied by such accountant’s Certificate indicating that, prepared in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof)accordance with generally accepted auditing standards.
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Samples: Loan and Security Agreement (Bloomin' Brands, Inc.)
Annual Reports. (ai) Annually In addition to the monthly reports required under this Section 6.2 annually, within ninety-five (95) 90 days following the end of the Loan Parties’ Fiscal Borrower's and its Subsidiaries' fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative deliver to Agent with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower's and its Subsidiaries' annual Consolidated financial statement (with consolidating schedules)statement, on a consolidated basis, which statement shall have been prepared audited by, and bear the unqualified opinion of, the Loan Parties’ of Borrower's independent certified public accountants reasonably acceptable to Agent (i.e. said statement shall be “"certified” " by such accountants)) certifying that such statements have been prepared in accordance with GAAP and without any explanatory paragraphs or other qualifying paragraphs, together with a copy of such accountant's letter to management. Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income profit and loss statement, income statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated and consolidating . Borrower shall provide an interim draft of such financial statements for within 60 days after year-end, inclusive of subsequent periods, which draft shall not be required to contain footnotes, until the Loan Parties for year-end statements are finalized. Together with the prior Fiscal year (each prepared above, Borrower also shall deliver to Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Loan Parties’ independent accountants): Balance sheetSecurities and Exchange Commission as soon as the same are filed, income statementany press releases of Borrower, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Agent relating to the end financial condition of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, Borrower and its Subsidiaries. Prior to the Administrative Agent)Closing Date, that:
(i) Such annual Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial statement will be delivered by the Borrowers’ Representative to the Administrative information concerning Borrower that Agent (for subsequent distribution to each Lender).
(ii) Among other thingsmay request. Borrower hereby irrevocably authorizes and directs all auditors, it is the intention of each Loan Party, in its engagement of such accountants, or other third parties to satisfy the deliver to Agent, at Borrower's expense, copies of Borrower's and its Subsidiaries' financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration ofstatements, papers related thereto, and transactions under, the credit facility contemplated by this Agreementother accounting records of any nature in their possession and to disclose to Agent any information they may have regarding Borrower's and its Subsidiaries' business affairs and financial condition.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (ai) Annually In addition to the monthly reports required under this Section 6.2 annually, within ninety-five (95) 100 days following the end of the Loan Parties’ Fiscal Borrower's and its Subsidiaries' fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative deliver to Agent with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower's and its Subsidiaries' annual Consolidated financial statement (with statement, on a consolidated and consolidating schedules)basis, which statement shall have been prepared audited by, and bear the unqualified opinion of, the Loan Parties’ of Borrower's independent certified public accountants reasonably acceptable to Agent (i.e. said statement shall be “"certified” " by such accountants)) certifying that such statements have been prepared in accordance with GAAP and without any explanatory paragraphs or other qualifying paragraphs, together with (x) a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default, and (y) a copy of such accountant's letter to management. Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income profit and loss statement, income statement of changes in shareholders’ ' equity, and cash flows. Borrower shall provide an interim draft of such financial statements within 60 days after year-end, inclusive of subsequent periods, until the year-end statements are finalized. Together with the above, Borrower also shall deliver to Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission as soon as the same are filed, any press releases of Borrower, and any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Agent relating to the financial condition of Borrower and its Subsidiaries. Within five (5) Business Days of the Closing Date, Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, at Borrower's expense, copies of Borrower's and its Subsidiaries' financial statements, papers related thereto, and other accounting records of any nature in their possession and to disclose to Agent any information they may have regarding Borrower's and its Subsidiaries' business affairs and financial condition.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate 's certificate indicating thatthat in the course of the regular audit of the Borrower's business, in conducting the audit for such annual statement, nothing came to the attention accountant has obtained no knowledge that an Event of such accountants to believe that such Loan Party Default has occurred and is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof)continuing.
(diii) Annually within thirty (30) days following Borrower hereby acknowledges that the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan Lender Group relied upon Borrower's audited financial statements for the current Fiscal fiscal year which Business Plan shall includeended January 31, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period2000 in extending credit to Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Franks Nursery & Crafts Inc)
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan PartiesBorrowers’ Fiscal fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent Lender with the following:
(i) An original signed counterpart of the Loan Parties’ Borrower’s Consolidated annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Lead Borrower’s independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes officer’s compliance certificate described in stockholders’ equity and cash flowSection 5.7.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrowers’ fiscal years or the date on which such accountants commence their work on the preparation of the Loan PartiesBorrowers’ annual financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Lead Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrowers, in its their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Lead Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party no Borrower is in Default (or that that, if the Loan Party a Borrower is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, in addition to the timely submission of the monthly reporting required at the end of every month, within ninetyone-hundred-five (95105) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An original a signed counterpart of the Loan Parties’ Borrower's annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent Lender (for subsequent distribution to each the Lender).
(ii) Among other things, it It is the intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each Upon Lender's request therefor, each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party the Borrower is in not In Default (or that if the Loan Party Borrower is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five Ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the Loan Parties’ The Borrower's audited annual Consolidated financial statement (with consolidating schedules)statements, which statement statements shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes officer's compliance certificate described in stockholders’ equity and cash flowSection 6.8.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Revolving Credit Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 56.
(iiic) The Borrowers’ Representative Borrower has been advised that the Administrative Agent and each Lender) Revolving Credit Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(cd) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party the Borrower is in Default InDefault (or that that, if the Loan Party Borrower is in DefaultInDefault, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five one hundred twenty (95120) days following the end of the Loan Parties’ Fiscal Borrower’s fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An original signed counterpart of the Loan Parties’ Borrower’s annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower’s independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes officer’s compliance certificate described in stockholders’ equity and cash flowSection 5.8.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower’s fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower’s annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 55-.
(iii) The Borrowers’ Representative Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty The Borrower shall cause the delivery to the Lender, with the annual statement to be furnished by the Borrower pursuant to this section, of an updated financial statement (30in form satisfactory to the Lender) of, and signed by each guarantor of the Liabilities, which personal financial statement shall be of a date not more than Fourteen (14) days following prior to the end date of such delivery and each time when filed by the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimumsubject guarantor, a balance sheet, copy of that guarantor’s federal income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month periodtax return so filed.
Appears in 1 contract
Samples: Loan and Security Agreement (Bakers Footwear Group Inc)
Annual Reports. (a) Annually Annually, within ninety-five (95) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower's annual Consolidated consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
, (ii) The following Consolidated the Borrower's Form 10-K report filed with the SEC, and consolidating (iii) the annual financial statements for statement prepared in accordance with Section 5-8(a)(i) with respect to the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flowJoint Venture.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation audit of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent (and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate 's certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year as a result of the Borrower's breach of the financial performance covenants set forth on EXHIBIT 5-13(a) (a) hereto (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (ai) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower’s fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower’s consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower’s independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows. The delivery either electronically or in paper to the Lender of the Borrower’s Form 10K which is filed with the Securities and Exchange Commission shall satisfy the Borrower’s obligations under this Section 5-8(a).
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower’s fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower’s annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(iA) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(iiB) Among other things, it It is the an intention of each the Loan PartyParties, in its their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iiiC) The Borrowers’ Representative has Loan Parties have been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(ciii) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An original signed counterpart of the Loan Parties’ Borrower's and its Subsidiaries' consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for officer's compliance certificate described in Section 7-9.
(iii) The Borrower's Form 10K report filed with the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flowSEC.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the intention one of each Loan Partythe intentions of the Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 57.
(iii) The Borrowers’ Representative Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Samples: Loan and Security Agreement (Harrys Farmers Market Inc)
Annual Reports. (a) Annually Commencing with the Loan Parties' Fiscal 2002, and annually thereafter, within ninety-five (95) days following the end of the Loan Parties’ ' Fiscal year, the Borrowers’ ' Representative shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the Loan Parties’ ' annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ ' independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ ' independent accountants): Balance sheet, income statement, statement of changes in stockholders’ ' equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Party's Fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ ' annual financial statement, the Borrowers’ ' Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ ' Representative to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 57.
(iii) The Borrowers’ ' Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower's annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated , and consolidating financial statements for the Loan Parties for Borrower's Form 10K Report filed with the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity Security and cash flowExchange Commission.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation audit of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Borrower has been advised that the Administrative Agent (and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, in addition to the timely submission of the monthly reporting required at the end of every month, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrowers' Consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Lead Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated , and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement schedules of changes in stockholders’ equity and cash flowconsolidation.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrowers' fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrowers' annual financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Lead Borrower to the Administrative Agent (for subsequent distribution to each Revolving Credit Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrowers, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Lead Borrower has been advised that the Administrative Agent and each Lender) Revolving Credit Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party the Borrower is in not In Default (or that if the Loan Party Borrower is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Samples: Loan and Security Agreement (Childrens Place Retail Stores Inc)
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent Agents with the following:
(i) An original signed counterpart of the Loan Parties’ Borrowers' Consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrowers' independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.; and
(ii) The following Consolidated and consolidating financial statements for officer's compliance certificate described in Section 5.9.
(iii) A copy of the Loan Parties for Borrowers' Report on Form 10-K filed with the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flowSEC.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrowers' fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrowers' annual Consolidated financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrowers to the Administrative Agent Agents (for subsequent distribution by the Administrative Agent to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrowers, in its their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.V.
(iii) The Borrowers’ Representative has Borrowers have been advised that the Administrative Agent Agents and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate 's certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually Annually, within thirty (30) days following prior to the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent Agents with an updated Business Plan for Plan. The Administrative Agent shall provide copies of the current Fiscal year which Business Plan shall includeforegoing to the Tranche A Lenders, at a minimum, a balance sheet, income statement, cash flows, the Tranche B Lenders and availability model each on a monthly basis for the following twelve (12) month periodTranche C Agent.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Obligors' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent with the following:
(i) An an original signed counterpart of the Loan Parties’ consolidated annual Consolidated financial statement (with consolidating schedules)of the Parent and its Subsidiaries, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Parent's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a consolidated balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(iib) The Annually, within ninety (90) days following Consolidated the end of the Obligors' fiscal year, the Lead Borrower shall furnish the Agent with an internally prepared financial statement of the financial condition for each of North America and consolidating financial statements Watch Station, and the results of its operations, for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance subject fiscal year, which financial statement shall include, at a minimum, a balance sheet, income statement, statement of changes in stockholders’ equity cash flow and cash flowcomparison to the Business Plan.
(bc) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Obligors' fiscal years or the date on which such accountants commence their work on the preparation audit of the Loan Parties’ Obligors' annual consolidated financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Lead Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Obligors, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has Obligors have been advised that the Administrative Agent (and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this the within Agreement.
(cd) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountant, that would lead the accountants to believe that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Samples: Loan and Security Agreement (Sunglass Hut International Inc)
Annual Reports. Borrower shall (aor shall cause Senior Borrower to) Annually within ninety-five (95) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with the followingdeliver to Lender:
(i) An original signed counterpart of the Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No Not later than the earlier of fifteen eighty-five (1585) days prior to after the end of each Fiscal year Year, unaudited financial statements, internally prepared in accordance with GAAP, covering the Property, including a balance sheet and profit and loss statement which includes revenues, expenses, Operating Income and Operating Expenses as of the Loan Parties or the date on end of such year, which such accountants commence their work on the preparation of the Loan Parties’ annual financial statementstatements shall be accompanied by an Officer’s Certificate in the form required pursuant to Section 4.10.2(i) above; provided, the Borrowers’ Representative shall give written notice however, unaudited financial statements delivered by Borrower or Senior Borrower pursuant to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
clause (i) Such annual financial statement will be of Section 4.10.2 above for the fourth quarter of a Fiscal Year, which include year-to-date revenues, expenses, Operating Income and Operating Expenses for the Fiscal Year through the end of the fourth quarter of such Fiscal Year and are otherwise delivered by in accordance with clause (i) of Section 4.10.2 shall satisfy the Borrowers’ Representative to the Administrative Agent obligations of Borrower under this clause (for subsequent distribution to each Lenderi).;
(ii) Among other things, it is Not later than one hundred and twenty (120) days after the intention end of each Loan PartyFiscal Year of Borrower’s operations, audited financial statements certified by an Independent Accountant in its engagement accordance with GAAP, and, to the extent required under Section 8.1 hereof, the requirements of Regulation AB, covering the Property, including a balance sheet and a profit and loss statement which includes revenues, expenses, Operating Income and Operating Expenses as of the end of such accountantsyear; provided, however, that separate audited financial statements for Borrower and the Property shall not be required if and to satisfy the extent the information required pursuant to this subsection (ii) are part of the audited financial reporting requirements set forth statements of any direct or indirect equity holder in Borrower (which financial statements contain a separate schedule covering the matters required pursuant to this Article 5.subsection (ii)), and which are delivered to Lender not later than one hundred and twenty (120) days after the end of each Fiscal Year; and
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
Not later than one hundred twenty (c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30120) days following after the end of each Fiscal Year of Borrower’s operations, an annual summary of any and all Capital Expenditures made at the Loan Parties’ Fiscal year, Property during the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following prior twelve (12) month period.
(iv) Not later than ninety (90) days after the end of each Fiscal Year of Borrower’s operations, such information as is required under Sections 8.1(d) and (e) hereof.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Annual Reports. (a) Annually Annually, within ninety-five Ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the Loan Parties’ The Borrower's audited annual Consolidated financial statement (with consolidating schedules)statements, which statement statements shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes officer's compliance certificate described in stockholders’ equity and cash flowSection 6.8.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Revolving Credit Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 56:.
(iiic) The Borrowers’ Representative Borrower has been advised that the Administrative Agent and each Lender) Revolving Credit Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(cd) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party the Borrower is in Default InDefault (or that that, if the Loan Party Borrower is in DefaultInDefault, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five one hundred twenty (95120) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An original signed counterpart of the Loan Parties’ Borrower's annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes officer's compliance certificate described in stockholders’ equity and cash flowSection 5.8.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5:.
(iii) The Borrowers’ Representative Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty The Borrower shall cause the delivery to the Lender, with the annual statement to be furnished by the Borrower pursuant to this section, of an updated financial statement (30in form satisfactory to the Lender) of, and signed by each guarantor of the Liabilities, which personal financial statement shall be of a date not more than Fourteen (14) days following prior to the end date of such delivery and each time when filed by the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimumsubject guarantor, a balance sheet, copy of that guarantor's federal income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month periodtax return so filed.
Appears in 1 contract
Samples: Loan and Security Agreement (Bakers Footwear Group Inc)
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower's annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear bearing the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants accountants, who shall be acceptable to the Lender in its reasonable discretion (any of the "Big 4" national accounting firms being acceptable) (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent Lender (for subsequent distribution to each LenderParticipant).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Borrower has been advised that the Administrative Agent Lender (and each LenderParticipant) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this the within Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Sun Television & Appliances Inc)
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the Loan Parties’ Borrowers' Consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Lead Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows, and schedules of consolidation.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes officer's compliance certificate described in stockholders’ equity and cash flowSection 5.9.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrowers' fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrowers' annual financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Lead Borrower to the Administrative Agent (for subsequent distribution to each Revolving Credit Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrowers, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Lead Borrower has been advised that the Administrative Agent and each Lender) Revolving Credit Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party the Borrower is in not In Default (or that if the Loan Party Borrower is in Default, the facts and circumstances thereof).
(d) Annually within thirty The Lead Borrower shall cause the delivery to the Agent, with the annual statement to be furnished by the Lead Borrower pursuant to this section, of an updated financial statement (30in form satisfactory to the Agent) of, and signed by each guarantor of the Liabilities, which personal financial statement shall be of a date not more than Fourteen (14) days following prior to the end date of such delivery and each time when filed by the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimumsubject guarantor, a balance sheet, copy of that guarantor's federal income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month periodtax return so filed.
Appears in 1 contract
Annual Reports. Within sixty (a60) Annually days after the end of each calendar year during the term of this Agreement (and within ninety-five sixty (9560) days after the date of termination of this Agreement, if such termination does not occur on and as of the last day of a calendar year), the Operating Member shall, if so requested by the Class A Member, arrange for and furnish to the Class A Member annual audited financial statements for such (full or partial) calendar year accurately reflecting the financial condition and the results of operation of each Property individually and of all of the Properties on a consolidated and consolidating basis (the "Audited Annual Report"), all prepared and certified by the Accountants in accordance with generally accepted accounting principles, consistently applied, and the applicable provisions of this Agreement. If the Accountants are unable to prepare and deliver to the Class A Member the Audited Annual Reports within sixty (60) days following the end of the Loan Parties’ Fiscal respective calendar year, the Borrowers’ Representative shall furnish the Administrative Agent with the following:
then, within such sixty (60) day period, (i) An original signed counterpart the Operating Member shall deliver to the Class A Member the unaudited financial statements of the Loan Parties’ annual Consolidated financial statement Company for such (with consolidating schedules), which statement shall have been prepared byfull or partial) calendar year, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating the Accountants shall provide a written statement to the Class A Member stating that, based upon their review of the financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior delivered pursuant to the end of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
clause (i) Such annual and to the best of their knowledge and belief, the Audited Annual Report when delivered will not indicate any adverse changes from the financial statement will statements delivered pursuant to clause (i). In any event, the Operating Member shall cause the Audited Annual Report to be delivered by the Borrowers’ Representative to the Administrative Agent Class A Member not later than ninety (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).
(d) Annually within thirty (3090) days following the end of the Loan Parties’ Fiscal respective calendar year. The Audited Annual Report shall be accompanied by a compliance letter prepared by the Accountants or other party agreed upon by the Operating Member and the Class A Member indicating that the Operating Member is in compliance with its reporting requirements under this Agreement. The Class A Member shall have the unilateral right to appoint, on behalf of the Company, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month periodAccountants to perform such audit.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Boykin Lodging Co)
Annual Reports. (a) Annually Annually, within ninety-forty five (9545) days following the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent Lender with the following:
(i) An original signed counterpart Borrower's internally prepared draft of the Loan Parties’ its annual Consolidated financial statement (with consolidating schedules)for the year then just completed, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year) a balance sheet, income statement, and cash flows.
(b) Annually, within ninety (90) days following the end of the Borrowers' fiscal year, the Lead Borrower shall furnish the Lender with the following:
(i) An original signed counterpart of Alloy, Inc.'s Consolidated annual financial statement, which statement shall have been audited by, and bear the opinion, without material qualification, of, Alloy Inc.'s independent certified public accountants (i.e. said statement shall be "certified" by such accountants) and shall include, at a minimum (with comparative information for the then prior Fiscal year) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows, and schedules of consolidation.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes officer's compliance certificate described in stockholders’ equity and cash flowSection 5.7.
(bc) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrowers' fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Alloy, Inc.'s Consolidated annual financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Lead Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Party, in its engagement of such accountants, the Borrowers to satisfy the financial reporting requirements set forth in this Article 5:.
(iii) The Borrowers’ Representative Lead Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(cd) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party the Borrower is not in Default (or that if the Loan Party Borrower is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower's annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated , and consolidating financial statements for the Loan Parties for Borrower's Form 10K Report filed with the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity Security and cash flowExchange Commision.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (ai) Annually In addition to the monthly reports required under this Section 6.2 annually, as soon as practicable following submission to the Securities and Exchange Commission, but in any event within ninety-five (95) 120 days following the end of the Loan Parties’ Fiscal Parent's and its Subsidiaries' fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative deliver to Agent with the following:
(i) An an original signed counterpart of the Loan Parties’ Parent's and its Subsidiaries' annual Consolidated financial statement (with statement, on a consolidated and consolidating schedules)basis, which statement shall have been prepared audited by, and bear the unqualified opinion of, the Loan Parties’ of Parent's independent certified public accountants reasonably acceptable to Agent (i.e. said statement shall be “"certified” " by such accountants)) certifying that such statements have been prepared in accordance with GAAP and without any explanatory paragraphs or other qualifying paragraphs, together with (x) a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default, and (y) a copy of such accountant's letter to Parent's audit committee. Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income profit and loss statement, income statement of changes in shareholders’ ' equity, and cash flows. Together with the above, Parent also shall deliver to Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Parent with the Securities and Exchange Commission as soon as the same are filed, any press releases of Parent, and any other information that is provided by Parent to its shareholders, and any other report reasonably requested by Agent relating to the financial condition of Borrower and its Subsidiaries. Prior to the Closing Date, Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrower that Agent may request. Borrower and Parent hereby irrevocably authorize and direct all auditors, accountants, or other third parties to deliver to Agent, at Borrower's expense, copies of Borrower's and its Subsidiaries' financial statements, papers related thereto, and other accounting records of any nature in their possession and to disclose to Agent any information they may have regarding Borrower's and its Subsidiaries' business affairs and financial condition.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate 's certificate indicating that, in conducting the audit for such annual statement, nothing came that to the attention best knowledge of such accountants to believe that such Loan Party accountant, no event has occurred which is in Default or which, solely with the passage of time or the giving of notice (or that if the Loan Party is in both) would be, an Event of Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Samples: Loan and Security Agreement (Factory Card Outlet Corp)
Annual Reports. Within ninety (a) Annually within ninety-five (9590) days following after the end of each calendar year of Borrower's operation of the Loan Parties’ Fiscal yearProject, the Borrowers’ Representative shall Borrower will furnish the to Administrative Agent with the following:
(i) An original signed counterpart a complete copy of the Loan Parties’ Borrower's annual Consolidated financial statement (with consolidating schedules)statements audited by BDO Xxxxxxx, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ a "big four" accounting firm or other independent certified public accountants (i.e. said statement accountant reasonably acceptable to Administrative Agent in accordance with GAAP for such calendar year which financial statements shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, contain a balance sheet, a detailed operating statement stating operating revenues, operating expenses and net income statement, statement for each of changes in shareholders’ equity, Borrower and cash flows.
(ii) The following Consolidated and consolidating the Project. Borrower's annual financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior calendar year, (ii) a separate statement of Operating Revenues and Operating Expenses (as each such accountant’s Certificate indicating that, term is defined in conducting the audit this Agreement) for such annual statementcalendar year, nothing came to (iii) a certificate executed by the attention chief financial officer of such accountants to believe Borrower or the general partner of Sponsor (on behalf of Sponsor in its capacity as administering member of the managing member of the managing member of Borrower) stating that such Loan Party is annual financial statements have been prepared in Default (or that if accordance with GAAP, subject to customary footnotes and year-end adjustments, and, together with such footnotes and adjustments, present fairly the Loan Party is in Default, financial condition and the facts results of operations of Borrower and circumstances thereof).
(d) Annually within thirty (30) days following the end Project as of the Loan Parties’ Fiscal date and for the period covered thereby and certifying that the separate statement of Operating Revenues and Operating Expenses for such calendar quarter delivered pursuant to clause (ii) above presents fairly and accurately the actual Operating Revenues and Operating Expenses for such calendar year, and (iv) an unqualified opinion of the Borrowers’ Representative shall furnish permitted auditor of the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month periodBorrower's annual financial statements.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Borrowers shall furnish the Administrative Agent with the following:
(i) An an original signed counterpart of each of the Loan Parties’ Borrowers' annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrowers' independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (each Consolidated, and, and after the completion of one year's operations, with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrowers' fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrowers' annual financial statement, the Borrowers’ Representative Borrowers shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrowers to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrowers, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 56.
(iii) The Borrowers’ Representative has Borrowers have been advised that the Administrative Agent (and each Lender) will Lender)will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, such accountants nothing came to the attention of such accountants to believe that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Samples: Loan and Security Agreement (Homeplace of America Inc)
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent Agents with the following:
(i) An original signed counterpart of the Loan Parties’ Borrowers' Consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrowers' independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.; and
(ii) The following Consolidated and consolidating financial statements for officer's compliance certificate described in Section 5.9.
(iii) A copy of the Loan Parties for Borrowers' Report on Form 10-K filed with the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flowSEC.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrowers' fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrowers' annual Consolidated financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrowers to the Administrative Agent Agents (for subsequent distribution by the Administrative Agent to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrowers, in its their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.V.
(iii) The Borrowers’ Representative has Borrowers have been advised that the Administrative Agent Agents and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate 's certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually Annually, within thirty (30) days following prior to the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent Agents with an updated Business Plan for Plan. The Administrative Agent shall provide copies of the current Fiscal year which Business Plan shall includeforegoing to the Tranche A Lenders, at a minimum, a balance sheet, income statement, cash flows, the Tranche B Lender and availability model each on a monthly basis for the following twelve (12) month periodTranche C Lender.
Appears in 1 contract
Samples: Loan and Security Agreement (Restoration Hardware Inc)
Annual Reports. (a) Annually On or before May 31, 1999, and thereafter annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower's annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion without material qualification (other than such qualification as may be based on the Borrower's being the debtor in the Proceedings) of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) The following Consolidated , and consolidating financial statements for of Borrower's Form 10-K Report filed with the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity Securities and cash flowExchange Commission.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent Lender with the following:
(i) An an original signed counterpart of the Loan Parties’ Borrower's consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
(ii) . The following Consolidated delivery to the Lender of the Borrower's Form 10K which is filed with the Securities and consolidating financial statements for 50 Exchange Commission shall satisfy the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flowBorrower's obligations under this Section 5-8(a).
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the an intention of each Loan Partythe Borrower and AWI, in its their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has Borrower and AWI have been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Commencing with the Loan Parties’ Fiscal 2004, and annually thereafter, within ninety-five (95) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 57.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Samples: Loan and Security Agreement (Casual Male Retail Group Inc)
Annual Reports. As soon as available, and in any event within one hundred eighty (a) Annually within ninety-five (95180) days following after the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year, a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to the end close of each Fiscal year of the Loan Parties or the date Year, Borrower shall deliver to Lender, presented on which a consolidated and consolidating, but not on a Property-by-Property, basis, financial statements prepared for such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon Fiscal Year with respect to the administration ofBorrower Parties (the “Borrower Annual Report”), including a balance sheet and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial operating statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention as of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of such Fiscal Year and further including related statements of income and members’, partners’ or owners’ capital for such Fiscal Year, audited by a “Big Four” accounting firm or a nationally recognized, independent certified public accounting firm reasonably satisfactory to Lender, whose opinion shall be to the Loan Parties’ Fiscal yeareffect that such financial statements have been prepared in accordance with GAAP, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at applied on a minimum, a balance sheet, income statement, cash flowsconsistent basis, and availability model shall not be qualified as to the scope of the audit or as to the status of any Borrower Party as a going concern. Together with each on Borrower Party’s annual financial statements, Borrower shall deliver to Lender: (i) a monthly basis statement of cash flows for each Property; and (ii) such other information as Lender shall reasonably request and that is prepared by any Borrower Party in the following twelve ordinary course of its business. Relative to the annual financial statements described above, Lender agrees that, so long as Emeritus owns, directly or indirectly, one hundred percent (12100%) month periodof the membership interests in each of the Leasehold Borrowers and Fee Owners, in lieu of the above referenced audited financial statements of the Borrower Parties, Borrower shall deliver audited financial statements of Emeritus, rather than the Borrower Parties, satisfying the above referenced requirements and unaudited financial statements of each Borrower Party satisfying the above referenced requirements.
Appears in 1 contract
Samples: Loan Agreement (Emeritus Corp\wa\)
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent Agents with the following:
(i) An original signed counterpart of the Loan Parties’ Borrowers' Consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrowers' independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.; and
(ii) The following Consolidated and consolidating financial statements for officer's compliance certificate described in Section 5.9.
(iii) A copy of the Loan Parties for Borrowers' Report on Form 10-K filed with the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flowSEC.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrowers' fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Borrowers' annual Consolidated financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrowers to the Administrative Agent Agents (for subsequent distribution by the Administrative Agent to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Borrowers, in its their engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.V.
(iii) The Borrowers’ Representative has Borrowers have been advised that the Administrative Agent Agents and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate 's certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually Annually, within thirty (30) days following prior to the end of the Loan Parties’ Fiscal Borrowers' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent Agents with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month periodPlan.
Appears in 1 contract
Annual Reports. (a) Annually within ninety-five (95) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Revolving Agent and the Administrative Agent with the following:
(i) An original signed counterpart of the The Loan Parties’ annual Consolidated financial statement (with consolidating schedules), which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal year), a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flow.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties or the date on which such accountants commence their work on the preparation of the Loan Parties’ annual financial statement, the Borrowers’ Representative shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it is the intention of each Loan Party, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for certificate certifying such annual financial statement, nothing came to the attention of such accountants to believe that such Loan Party is in Default (or that if the Loan Party is in Default, the facts and circumstances thereof).
(dc) Annually within thirty (30) days following the end of each of the Loan Parties’ Fiscal yearyears, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
(d) Documents required to be delivered pursuant to this Section 5.7 and Sections 5.5 and 5.6 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date: (i) on which the Borrowers’ Representative posts such documents, or provides a link thereto, on the Borrowers’ Representative’s website on the Internet at the website address from time to time provided by the Borrowers’ Representative to the Administrative Agent; or (ii) on which such documents are posted on the Borrowers’ Representative’s behalf on an Internet or intranet website, if any, to which each Term Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers’ Representative shall deliver paper copies of such documents to the Administrative Agent or any Term Lender that requests the Borrowers’ Representative to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Term Lender and (ii) the Borrowers’ Representative shall notify the Administrative Agent and each Term Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Term Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Destination Xl Group, Inc.)
Annual Reports. (a) Annually Annually, within ninety-five ninety (9590) days following the end of the Loan Parties’ Fiscal ' fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent with the following:
(i) An original signed counterpart of the Loan Parties’ ' Consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Lead Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows, and schedules of consolidation.
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes officer's compliance certificate described in stockholders’ equity and cash flowSection 5.9.
(b) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Parties' fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ ' Consolidated annual financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Lead Borrower to the Administrative Agent (for subsequent distribution to each Revolving Credit Lender).
(ii) Among other things, it It is the primary intention of each Loan Partythe Lead Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative Lead Borrower has been advised that the Administrative Agent and each Lender) Revolving Credit Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s 's Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party a Default or Event of Default has occurred and is in Default continuing (or that if the Loan Party a Default or Event of Default has occurred and is in Defaultcontinuing, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-forty five (9545) days following the end of the Loan Parties’ Fiscal Lead Borrower’s fiscal year, the Borrowers’ Representative Lead Borrower shall furnish the Administrative Agent Lender with the Lead Borrower’s internally prepared draft of its annual Consolidated financial statement for the year then just completed, which shall include, at a minimum (with comparative information for the then prior Fiscal year), a balance sheet, income statement, and cash flows; provided, however, that the Lender acknowledges and agrees that such draft financial statements are being delivered for informational purposes only, are not to be relied upon as the Lead Borrower’s complete and accurate Consolidated financial statements and shall be superseded in their entirety by the audited financial statements delivered to the Lender pursuant to Subsection (b) of this Section 5.6.
(b) Annually, within ninety (90) days following the end of the Lead Borrower’s fiscal year, the Lead Borrower shall furnish the Lender with the following:
(i) An original signed counterpart of the Loan Parties’ Lead Borrower’s Consolidated annual Consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared audited by, and bear the unqualified opinion opinion, without material qualification, of, the Loan Parties’ Lead Borrower’s independent certified public accountants (i.e. said statement shall be “certified” by such accountants). Such annual statement ) and shall include, at a minimum (with comparative information for the then prior Fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ equity, and cash flows, and schedules of consolidation; provided, however, that the delivery by the Lead Borrower of Annual Reports on Form 10-K of the Lead Borrower and its Consolidated subsidiaries shall satisfy the requirements of this Section 5.6(b).
(ii) The following Consolidated and consolidating financial statements for the Loan Parties for the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes officer’s compliance certificate described in stockholders’ equity and cash flowSection 5.7.
(bc) No later than the earlier of fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Lead Borrower’s fiscal years or the date on which such accountants commence their work on the preparation of the Loan Parties’ Lead Borrower’s Consolidated annual financial statement, the Borrowers’ Representative Lead Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), Lender) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Lead Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the primary intention of each Loan Party, in its engagement of such accountants, the Lead Borrower to satisfy the financial reporting requirements set forth in this Article 5:.
(iii) The Borrowers’ Representative Lead Borrower has been advised that the Administrative Agent and each Lender) Lender will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(cd) Each annual financial statement shall be accompanied by such accountant’s Certificate indicating that, in conducting the audit for such annual statement, nothing came to the attention of such accountants to believe that such Loan Party is the Borrowers are not in Default (or that if the Loan Party is Borrowers are in Default, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
Appears in 1 contract
Annual Reports. (a) Annually Annually, within ninety-five (95) days following the end of the Loan Parties’ Fiscal Borrower's fiscal year, the Borrowers’ Representative Borrower shall furnish the Administrative Agent with the following:with
(i) An an original signed counterpart of the Loan Parties’ Borrower's annual Consolidated consolidated financial statement (with consolidating schedules)statement, which statement shall have been prepared by, and bear the unqualified opinion of, the Loan Parties’ Borrower's independent certified public accountants (i.e. said statement shall be “"certified” " by such accountants). Such annual statement shall include, at a minimum (with comparative information for the then prior Fiscal fiscal year, ) a balance sheet, income statement, statement of changes in shareholders’ ' equity, and cash flows.
, and (ii) The following Consolidated and consolidating financial statements for the Loan Parties for Borrower's Form 10-K report filed with the prior Fiscal year (each prepared by the Loan Parties’ independent accountants): Balance sheet, income statement, statement of changes in stockholders’ equity and cash flowSEC.
(b) No later than the earlier of fifteen Fifteen (15) days prior to the end of each Fiscal year of the Loan Parties Borrower's fiscal years or the date on which such accountants commence their work on the preparation audit of the Loan Parties’ Borrower's annual financial statement, the Borrowers’ Representative Borrower shall give written notice to such accountants (with a copy of such notice, when sent, to the Administrative Agent), ) that:
(i) Such annual financial statement will be delivered by the Borrowers’ Representative Borrower to the Administrative Agent (for subsequent distribution to each Lender).
(ii) Among other things, it It is the intention of each Loan Partythe Borrower, in its engagement of such accountants, to satisfy the financial reporting requirements set forth in this Article 5.
(iii) The Borrowers’ Representative has been advised that the Administrative Agent (and each Lender) will rely thereon with respect to the administration of, and transactions under, the credit facility contemplated by this Agreement.
(c) Each annual financial statement shall be accompanied by such accountant’s Certificate 's certificate indicating that, in conducting the audit for preparation of such annual statement, nothing came to the attention of such accountants to believe did not conclude that such Loan Party is in Default any Suspension Event had occurred during the subject fiscal year as a result of the Borrower's breach of the financial performance covenants set forth on EXHIBIT 5-13(a) hereto (or that if the Loan Party is in Defaultone or more had occurred, the facts and circumstances thereof).
(d) Annually within thirty (30) days following the end of the Loan Parties’ Fiscal year, the Borrowers’ Representative shall furnish the Administrative Agent with an updated Business Plan for the current Fiscal year which Business Plan shall include, at a minimum, a balance sheet, income statement, cash flows, and availability model each on a monthly basis for the following twelve (12) month period.
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