Certificates, Notices and Other Information. The Company shall deliver to each of the Banks in form and detail reasonably satisfactory to the Agent:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of its independent certified public accountants certifying such financial statement and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder or, if any such Default or Event of Default shall exist, stating the nature and status of such event;
(b) concurrently with the delivery of the financial statements referred to in Sections 6.1(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company;
(c) promptly after request by Agent or any Bank, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Company by independent accountants in connection with the accounts or books of the Company or any of its Material Subsidiaries, or any audit of any of them;
(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic and special reports and registration statements which the Company may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Agent pursuant hereto;
(e) promptly after the occurrence thereof, notice of any Default or Event of Default;
(f) notice of any material change in accounting policies or financial reporting practices by the Company or any of its Subsidiaries;
(g) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting the Company any of its Subsidiaries which may reasonably be expected to have a Material Adverse Effect;
(h) promptly after the occurrence thereof, notice of any Reportable Event with respect to any Plan or the intent to terminate any Plan, or the institution of proceedings or the taking or expected taking of any other action to terminate any Plan or withdraw from any Plan;
(i) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(j) promptly, notice of any announcement by any rating agency of any change or possible change in the Debt Rating by e...
Certificates, Notices and Other Information. Deliver to Administrative Agent in form and detail satisfactory to Administrative Agent:
(a) No later than the date required for the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate (which shall include reconciliation of certain financial information with respect to the Restricted Group) signed by a Responsible Officer of Borrower, which Compliance Certificate shall set forth the necessary adjustments to exclude the Indebtedness and EBITDA attributed to Unrestricted Subsidiaries from the calculations set forth therein and shall give pro forma effect to Material Acquisitions and Material Dispositions in accordance with Section 1.07;
(b) Promptly after the same are available, copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(c) Promptly after a Responsible Officer of Borrower obtaining knowledge of the occurrence thereof, notice of any Default or Event of Default specifying the nature thereof and what action Borrower has taken, is taking or proposes to take with respect thereto;
(d) Promptly after a Responsible Officer of Borrower obtaining knowledge of the occurrence thereof, notice of any ERISA Event that has a Material Adverse Effect; and
(e) Promptly after such request, such other data and information as from time to time may be reasonably requested by Administrative Agent or any Lender through Administrative Agent (it being understood that Borrower and its Subsidiaries shall not be required to provide any information or documents that are subject to confidentiality provisions, the nature of which prohibit such disclosure, or would violate any attorney-client privilege).
Certificates, Notices and Other Information. Deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent and the Requisite Lenders:
(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statement and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder or, if any such Default or Event of Default shall exist, stating the nature and status of such event;
(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), (1) a duly completed Compliance Certificate signed by a Responsible Officer of Borrower, with such supporting information as may be requested by Administrative Agent, (2) an updated Schedule 1.01A (Construction/Renovation), which updated schedule will identify the aggregate book value of all Construction/Renovation (separating New Construction from renovations, rehabilitations and expansions) and all Real Property Assets Under Development, in each case including information with respect to the aggregate expenditures made to date, (3) an updated Schedule 1.01B (GP Loans), which updated schedule will identify each GP Loan and, with respect to each such GP Loan, its original amount, carrying value, write-off amount, pro rata share owned (directly or indirectly) by Borrower and such other information as Administrative Agent may reasonably request together with the delivery of such Pledged Collateral and the Pledge Amendment (as defined in the Borrower Pledge Agreement) to cause Borrower to be in compliance with Section 5.17 hereof as of the date of such Compliance Certificate, (4) an updated Schedule 1.01C (Guarantors), which updated schedule will identify each Guarantor and Oxford Guarantor and such Guarantor's pro rata share of Total Corporate EBITDA (provided that the Management Entities' pro rata shares of Total Corporate EBITDA may be combined for purposes of this updated Schedule 1.01C), (5) an updated Schedule 1.01E (Collateral), which updated schedule will identify all Oxford Pledged Collateral and Non-Oxford Pledged Collateral as of the period covered by such Compliance Certificate, (6) an updated Schedule 7.01(m) (Existing Cross-Pledged Collateralized and Cross-Defaulted Indebtedness), which updated schedule will identify all cross-collateralized and cross-defaulted Indebtedness of the REIT, Borrowe...
Certificates, Notices and Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent:
(a) contemporaneously with delivering the financial statements referred to in Sections 6.01(a) and (b), a Compliance Certificate signed by a Responsible Officer of the Borrower;
(b) as soon as available and in any event within 100 days after the end of each fiscal year of the Borrower, a statement listing (i) the aggregate amount of employee wages subject to ESOP contribution calculations during such fiscal year and (ii) the aggregate amount of contributions made by the Borrower to the ESOP during such fiscal year; CHAR1\1928876v8
(c) as soon as practicable and in any event within 100 days after the end of each fiscal year, (i) a statement setting forth the percentage contribution of each Guarantor to the Borrower’s consolidated gross revenues for the fiscal year and (ii) a certificate of the Secretary or an Assistant Secretary and one other officer of the Borrower certifying that other than those Subsidiaries set forth on the statement described in clause (i) above, no other Subsidiaries are obligated to become Guarantors or, in the case of Foreign Subsidiaries, to have their stock pledged to the Administrative Agent pursuant to the terms of this Agreement, including Section 6.10;
(i) as soon as practicable and in any event within sixty (60) days after the end of each of the Borrower’s fiscal quarters (except the last fiscal quarter), a summary gross profit backlog statement showing the total backlog of the Borrower and its Business Segments as of the end of each such fiscal quarter and (ii) as soon as practicable and in any event within one hundred (100) days after the end of each of the Borrower’s fiscal years, a summary gross profit backlog statement showing the total backlog of the Borrower and its Business Segments as of the end of each such fiscal year;
(e) contemporaneously with delivering the financial statements referred to in Sections 6.01(a) and (b), a schedule of Non-Recourse Investments and Non-Recourse Debt, substantially in the form of Schedule 6.02(e) containing a breakdown of the portion of Consolidated EBITDA, Consolidated Equity and Consolidated Debt (substantially in the form of Exhibit 6.02(a)) attributable thereto which has been excluded from the calculations of the financial covenants, in form and substance satisfactory to the Administrative Agent and signed by a Responsible Officer of the Borrower;
(f) promptly after re...
Certificates, Notices and Other Information. Deliver to Administrative Agent in form and detail satisfactory to Administrative Agent and the Requisite Lenders, with sufficient copies for each Lender:
(a) Concurrently with the financial statements required pursuant to Sections 6.1(a) and 6.1(b), a Compliance Certificate signed by a Responsible Officer of each Borrower;
(b) Promptly after any request by Administrative Agent, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of either Borrower by independent accountants in connection with the accounts or books of RSA or any of its Subsidiaries, or any audit of any of them;
(c) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of RSA, and copies of all annual, regular, periodic and special reports and registration statements which RSA may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Administrative Agent pursuant to other provisions of this Section;
(d) Promptly after request by Administrative Agent, copies of any other report or other document that was filed by each Borrower or any of its Subsidiaries with any Governmental Authority that is material to Borrowers and their Subsidiaries taken as a whole and that is not publicly available through filings with the SEC;
(e) As soon as practicable, notice of the occurrence of any (i) ERISA Event, other than with respect to the standard termination of a Pension Plan as to which neither Borrower Party nor any of its ERISA Affiliates has any liability (contingent or otherwise) and to which the Borrower Parties have contributed less than $35,000,0000 in the aggregate with respect to all such Pension Plans, (ii) “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder that is reasonably likely to have a Material Adverse Effect on Borrowers and their Subsidiaries taken as a whole, (iii) the adoption of, or the commencement of contributions to, any Pension Plan subject to Section 412 of the Code by Borrowers or any ERISA Affiliate, or (iv) the adoption of any amendment to a Pension Plan subject to Section 412 of the Code, if such amendment re...
Certificates, Notices and Other Information. Deliver to Lender in form and detail satisfactory to Lender such statements, lists of property and accounts, budgets, forecasts or reports as Lender may reasonably request from time to time.
Certificates, Notices and Other Information. Deliver to the Administrative Agent in form and detail satisfactory to the Agent and the Requisite Banks, with sufficient copies for each Bank: (a) Concurrently with the financial statements required pursuant to Sections 6.1(a) and 6.1(b), a Compliance Certificate signed by a Responsible Officer; and
Certificates, Notices and Other Information. Deliver to Administrative Agent and each Lender, in form and detail satisfactory to Administrative Agent and Requisite Lenders:
(a) within five (5) days after the delivery of the financial statements referred to in Sections 6.1(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Borrower;
(b) quarterly on or before the tenth Business Day of each calendar quarter, certified copies of reports or account statements signed by a Responsible Officer of Borrower detailing the total Consolidated Cash Balance held by Borrower and its Subsidiaries as of the last day of the immediately preceding calendar quarter;
(c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration Credit Agreement Epicor Software Corporation statements which Borrower may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Exchange Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
Certificates, Notices and Other Information. Subsection 6.02(b) shall be amended by deleting clause (1) thereof in its entirety and replacing it with the following:
Certificates, Notices and Other Information. Deliver to Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and Requisite Lenders, with sufficient copies for each Lender: (a) concurrently with the delivery of the financial statements referred to in Section 6.01(a), a certificate of the independent certified public accounting firm that examined such consolidated Financial Statements to the effect that they have reviewed and are familiar with this Agreement and that, in examining such consolidated Financial Statements, nothing came to their attention that caused them to believe that an event or condition that constitutes a Default or Event of Default has occurred or existed insofar as such conditions or events relate
